RATE EQUAL TO OR
GREATER THAN THE DETERMINED MINIMUM RENT AND ALL OTHER TERMS OF THE SUBLEASE
WERE NEGOTIATED ON AN ARM'S LENGTH BASIS, (II) THE TERMS OF THE SUBLEASE SHALL
HAVE SUBSTANTIALLY THE SAME TERMS AS THE OPERATING LEASE, INCLUDING, BUT NOT
LIMITED TO, THE SAME REMAINING LEASE TERM, RENT ESCALATIONS, COVENANTS, ESCROWS
AND RESERVES, FINANCIAL REPORTING REQUIREMENTS, ETC. (EXCEPT FOR SUCH PROVISIONS
WHICH BY THEIR TERMS ARE NOT APPLICABLE TO SUCH PROPERTY BEING SUBLET), (III)
THE SUBTENANT (OR PERSON THAT GUARANTEES THE OBLIGATIONS OF A SUBTENANT) IS A
QUALIFIED SUBTENANT, AND (IV) THE SUBLEASE CONTAINS NO OTHER MATERIAL PROVISIONS
THAT (I) BENEFIT THE SUBTENANT AND ARE UNUSUAL FOR A MARKET SUBLEASE, AND (II)
ARE MATERIALLY ADVERSE TO A LANDLORD.
FOR AVOIDANCE OF DOUBT, THE PAYMENT BY
OPERATING TENANT TO A SUBTENANT OF A TENANT ALLOWANCE AT THE EXECUTION OF THE
SUBLEASE SHALL NOT BE CONSIDERED UNUSUAL.
(D)
BORROWER (I) SHALL OBSERVE AND PERFORM ALL THE OBLIGATIONS IMPOSED
UPON THE LANDLORD UNDER THE LEASES AND SHALL NOT DO OR PERMIT TO BE DONE
ANYTHING TO IMPAIR THE VALUE OF SUCH LEASES AS SECURITY FOR THE DEBT; (II) SHALL
PROMPTLY SEND COPIES TO LENDER OF ALL NOTICES OF DEFAULT WHICH BORROWER SHALL
RECEIVE UNDER THE LEASES; (III) SHALL ENFORCE ALL OF THE MATERIAL TERMS,
COVENANTS AND CONDITIONS CONTAINED IN THE LEASES UPON THE PART OF THE APPLICABLE
TENANT TO BE OBSERVED OR PERFORMED; (IV) SHALL NOT COLLECT ANY OF THE RENTS MORE
THAN ONE (1) MONTH IN ADVANCE; (V) SHALL NOT EXECUTE ANY OTHER ASSIGNMENT OF THE
LANDLORD'S INTEREST IN THE LEASES OR THE RENTS; AND (VI) OTHER THAN WITH RESPECT
TO ASSIGNMENTS AND SUBLEASES IN ACCORDANCE WITH THE TERMS OF SECTION (B)
AND (C) HEREOF, SHALL NOT CONSENT TO ANY ASSIGNMENT OF OR SUBLETTING UNDER ANY
LEASE NOT IN ACCORDANCE WITH ITS TERMS, WITHOUT THE PRIOR WRITTEN CONSENT OF
LENDER, BUT, OTHER THAN AN EXPRESSLY PROVIDED HEREIN, THE OBLIGATIONS AND
LIABILITIES OF THE APPLICABLE TENANT UNDER THE APPLICABLE LEASE SHALL NOT BE
REDUCED OR MODIFIED AS A RESULT OF SUCH ASSIGNMENT OR SUBLEASE.
5.1.18
Management Agreement.
There is no Management Agreement in effect with respect to the Properties.
Borrower shall not enter into any Management Agreement without the prior written
consent of Lender.
5.1.19
Environmental Covenants.
(A)
BORROWER COVENANTS AND AGREES THAT SO LONG AS THE LOAN IS
OUTSTANDING (I) ALL USES AND OPERATIONS ON OR OF THE PROPERTIES, WHETHER BY
BORROWER OR ANY OTHER PERSON, SHALL BE IN COMPLIANCE IN ALL MATERIAL RESPECTS
WITH ALL ENVIRONMENTAL LAWS AND PERMITS ISSUED PURSUANT THERETO; (II) UNLESS
BORROWER OR TENANT IS DILIGENTLY PURSUING REMEDIATION IN ACCORDANCE WITH THE
NOTICE REQUIRED TO BE DELIVERED PURSUANT TO SECTION 5.1.19(A)(IX) HEREOF, THERE
SHALL BE NO RELEASES OF HAZARDOUS MATERIALS IN, ON, UNDER OR FROM ANY OF THE
PROPERTIES; (III) THERE SHALL BE NO HAZARDOUS MATERIALS IN, ON, OR UNDER ANY OF
THE PROPERTIES, EXCEPT THOSE THAT ARE BOTH (A) IN COMPLIANCE WITH ALL
ENVIRONMENTAL LAWS AND WITH PERMITS ISSUED PURSUANT THERETO, IF AND