SUCH
TAXES NOR FURNISH SUCH RECEIPTS FOR PAYMENT OF TAXES PAID BY LENDER PURSUANT TO
SECTION 3.3 HEREOF). BORROWER SHALL NOT SUFFER AND SHALL PROMPTLY CAUSE TO BE
PAID AND DISCHARGED ANY LIEN AGAINST THE PROPERTY, AND SHALL PROMPTLY PAY FOR
ALL UTILITY SERVICES PROVIDED TO THE PROPERTY. AFTER PRIOR NOTICE TO LENDER,
BORROWER, AT ITS OWN EXPENSE, MAY CONTEST BY APPROPRIATE LEGAL PROCEEDING,
PROMPTLY INITIATED AND CONDUCTED IN GOOD FAITH AND WITH DUE DILIGENCE, THE
AMOUNT OR VALIDITY OR APPLICATION OF ANY TAXES OR OTHER
34
CHARGES, PROVIDED THAT (I) NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING,
(II) SUCH PROCEEDING SHALL SUSPEND THE COLLECTION OF THE TAXES OR SUCH OTHER
CHARGES, (III) SUCH PROCEEDING SHALL BE PERMITTED UNDER AND BE CONDUCTED IN
ACCORDANCE WITH THE PROVISIONS OF ANY OTHER INSTRUMENT TO WHICH BORROWER IS
SUBJECT AND SHALL NOT CONSTITUTE A DEFAULT THEREUNDER, (IV) NO PART OF OR
INTEREST IN THE PROPERTY WILL BE IN IMMINENT DANGER OF BEING SOLD, FORFEITED,
TERMINATED, CANCELED OR LOST, (V) BORROWER SHALL HAVE FURNISHED SUCH SECURITY AS
MAY BE REQUIRED IN THE PROCEEDING, OR AS MAY BE REQUESTED BY LENDER, TO INSURE
THE PAYMENT OF ANY SUCH TAXES OR OTHER CHARGES, TOGETHER WITH ALL INTEREST AND
PENALTIES THEREON, WHICH SHALL NOT BE LESS THAN ONE HUNDRED TWENTY FIVE PERCENT
(125%) OF THE TAXES AND OTHER CHARGES BEING CONTESTED (LESS AMOUNTS THEN BEING
RETAINED IN THE TAXES AND INSURANCE SUBACCOUNT TO PAY SUCH TAXES SO CONTESTED),
AND (VI) BORROWER SHALL PROMPTLY UPON FINAL DETERMINATION THEREOF PAY THE AMOUNT
OF SUCH TAXES OR OTHER CHARGES, TOGETHER WITH ALL COSTS, INTEREST AND PENALTIES.
LENDER MAY, WITH THE PRIOR APPROVAL OF BORROWER (NOT TO BE UNREASONABLY
WITHHELD), PAY OVER ANY SUCH SECURITY OR PART THEREOF HELD BY LENDER TO THE
CLAIMANT ENTITLED THERETO AT ANY TIME WHEN, IN THE JUDGMENT OF LENDER, THE
ENTITLEMENT OF SUCH CLAIMANT IS ESTABLISHED.
5.3
ACCESS TO PROPERTY. BORROWER SHALL PERMIT AGENTS, REPRESENTATIVES,
CONSULTANTS AND EMPLOYEES OF LENDER TO INSPECT THE PROPERTY OR ANY PART THEREOF
AT REASONABLE HOURS UPON REASONABLE ADVANCE NOTICE, SUBJECT TO THE RIGHTS OF
TENANTS OF THE PROPERTY UNDER THEIR RESPECTIVE LEASES.
5.4
REPAIRS; MAINTENANCE AND COMPLIANCE; ALTERATIONS.
5.4.1
REPAIRS; MAINTENANCE AND COMPLIANCE. BORROWER SHALL AT ALL TIMES
MAINTAIN, PRESERVE AND PROTECT ALL FRANCHISES AND TRADE NAMES, AND BORROWER
SHALL CAUSE THE PROPERTY TO BE MAINTAINED IN A GOOD AND SAFE CONDITION AND
REPAIR AND SHALL NOT REMOVE, DEMOLISH OR ALTER THE IMPROVEMENTS OR EQUIPMENT
(EXCEPT FOR ALTERATIONS PERFORMED IN ACCORDANCE WITH SECTION 5.4.2 BELOW AND
NORMAL REPLACEMENT OF EQUIPMENT WITH EQUIPMENT OF EQUIVALENT VALUE AND
FUNCTIONALITY OR REMOVAL OF EQUIPMENT THAT IS NOT MATERIAL TO THE OPERATION OR
VALUE OF THE PROPERTY AS AN OFFICE BUILDING). BORROWER SHALL PROMPTLY COMPLY
WITH ALL LEGAL REQUIREMENTS AND IMMEDIATELY CURE PROPERLY ANY VIOLATION OF A
LEGAL REQUIREMENT. BORROWER SHALL NOTIFY LENDER IN WRITING WITHIN THREE
(3) BUSINESS DAYS AFTER BORROWER FIRST RECEIVES NOTICE OF ANY SUCH
NON-COMPLIANCE. BORROWER SHALL PROMPTLY REPAIR, REPLACE OR REBUILD ANY PART OF
THE