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 IN WHOLE OR IN PART OF ANY TAXES OR OTHER CHARGES, PROVIDED THAT
(I) BORROWER IS PERMITTED TO DO SO UNDER THE PROVISIONS OF ANY MORTGAGE OR DEED
OF TRUST SUPERIOR IN LIEN TO THE MORTGAGE; (II) 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 AND SUCH PROCEEDING SHALL BE CONDUCTED IN ACCORDANCE WITH ALL
APPLICABLE STATUTES, LAWS AND ORDINANCES; (III) THE PROPERTY NOR ANY PART
THEREOF OR INTEREST THEREIN WILL BE IN DANGER OF BEING SOLD, FORFEITED,
TERMINATED, CANCELLED OR LOST; (IV) BORROWER SHALL PROMPTLY UPON FINAL
DETERMINATION THEREOF PAY THE AMOUNT OF ANY SUCH TAXES OR OTHER CHARGES,
TOGETHER WITH ALL COSTS, INTEREST AND PENALTIES WHICH MAY BE PAYABLE IN
CONNECTION THEREWITH; (V) SUCH PROCEEDING SHALL SUSPEND THE COLLECTION OF SUCH
CONTESTED TAXES OR OTHER CHARGES FROM THE PROPERTY; AND (VI) BORROWER SHALL
FURNISH SUCH SECURITY AS MAY BE REQUIRED IN THE PROCEEDING, OR AS MAY BE
REASONABLY REQUESTED BY LENDER, TO INSURE THE PAYMENT OF ANY SUCH TAXES OR OTHER
CHARGES, TOGETHER WITH ALL INTEREST AND PENALTIES THEREON (PROVIDED, HOWEVER, IF
ANCHOR TENANT IS CONDUCTING THE CONTEST PURSUANT TO THE ANCHOR TENANT LEASE, AND
IS NOT REQUIRED UNDER THE ANCHOR TENANT LEASE TO POST ANY SUCH SECURITY, THEN
THIS CLAUSE (VI) SHALL NOT APPLY).
LENDER MAY PAY OVER ANY SUCH CASH DEPOSIT OR
PART THEREOF HELD BY LENDER TO THE CLAIMANT ENTITLED THERETO AT ANY TIME WHEN,
IN THE REASONABLE JUDGMENT OF LENDER, THE ENTITLEMENT OF SUCH CLAIMANT IS
ESTABLISHED.
5.1.3
LITIGATION.
BORROWER SHALL GIVE PROMPT WRITTEN NOTICE TO LENDER OF
ANY LITIGATION OR GOVERNMENTAL PROCEEDINGS PENDING OR THREATENED AGAINST
BORROWER WHICH MIGHT MATERIALLY ADVERSELY AFFECT BORROWER'S CONDITION (FINANCIAL
OR OTHERWISE) OR BUSINESS OR THE PROPERTY.
5.1.4
ACCESS TO PROPERTY.
BORROWER SHALL PERMIT AGENTS, REPRESENTATIVES
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 UNDER THEIR RESPECTIVE LEASES.
5.1.5
NOTICE OF DEFAULT.
BORROWER SHALL PROMPTLY ADVISE LENDER OF ANY
MATERIAL ADVERSE CHANGE IN BORROWER'S CONDITION, FINANCIAL OR OTHERWISE, OR OF
THE OCCURRENCE OF ANY DEFAULT OR EVENT OF DEFAULT OF WHICH BORROWER HAS
KNOWLEDGE.
5.1.6
COOPERATE IN LEGAL PROCEEDINGS.
BORROWER SHALL COOPERATE FULLY
WITH LENDER WITH RESPECT TO ANY PROCEEDINGS BEFORE ANY COURT, BOARD OR OTHER
GOVERNMENTAL AUTHORITY WHICH MAY IN ANY WAY AFFECT THE RIGHTS OF LENDER
HEREUNDER OR ANY RIGHTS OBTAINED BY LENDER
37
UNDER ANY OF THE OTHER LOAN DOCUMENTS AND, IN CONNECTION THEREWITH, PERMIT
LENDER, AT ITS ELECTION, TO PARTICIPATE IN ANY SUCH PROCEEDINGS.
5.1.7
PERFORM LOAN DOCUMENTS.
BORROWER SHALL OBSERVE, PERFORM AND
SATISFY ALL THE TERMS, PROVISIONS, COVENANTS AND CONDITIONS OF, AND SHALL PAY
WHEN DUE ALL COSTS, FEES AND EXPENSES TO THE EXTENT