APPLICATION OF ANY TAXES OR OTHER CHARGES, PROVIDED THAT
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(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 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 BUSINESS DAYS
AFTER BORROWER FIRST RECEIVES NOTICE OF ANY SUCH NON-COMPLIANCE.
BORROWER SHALL
PROMPTLY REPAIR, REPLACE OR REBUILD ANY PART OF THE PROPERTY THAT BECOMES
DAMAGED, WORN OR DILAPIDATED AND SHALL COMPLETE AND PAY FOR ANY IMPROVEMENTS AT
ANY TIME IN THE PROCESS OF CONSTRUCTION OR REPAIR.
5.4.2
ALTERATIONS.
BORROWER MAY, WITHOUT LENDER'S CONSENT, PERFORM
ALTERATIONS TO THE IMPROVEMENTS AND EQUIPMENT WHICH (I) DO NOT CONSTITUTE A
MATERIAL ALTERATION, (II) DO NOT ADVERSELY AFFECT BORROWER'S FINANCIAL CONDITION
OR THE VALUE OR NET OPERATING INCOME OF THE PROPERTY AND (III) ARE IN THE
ORDINARY COURSE OF BORROWER'S BUSINESS.
BORROWER SHALL NOT PERFORM ANY MATERIAL
ALTERATION WITHOUT