IN THIS SENTENCE SHALL BE CONSTRUED TO
REQUIRE LENDER'S APPROVAL OF ANY LEASE FOR WHICH APPROVAL IS NOT REQUIRED BY THE
OTHER PROVISIONS OF THIS SECTION 5.1.17, (Y) BORROWER SHALL CAUSE MORTGAGE
BORROWER TO DELIVER TO LENDER COPIES OF THE FOLLOWING:
(1) THE FULLY-EXECUTED
LEASE ENTERED INTO BY MORTGAGE BORROWER IN ACCORDANCE WITH THIS SECTION 5.1.17
AND (2) THE FINAL LEASE TERM SHEET, IF ANY (TO THE EXTENT THAT SUCH FINAL LEASE
TERM SHEET CONTAINS REVISIONS OR CHANGES THAT WERE NOT CONTAINED IN THE LEASE
TERM SHEET INITIALLY REVIEWED AND APPROVED OR DEEMED APPROVED BY LENDER IN
ACCORDANCE WITH THIS SECTION 5.1.17(A)), AND (Z) MORTGAGE BORROWER'S DELIVERY OF
THE DOCUMENTS REFERRED TO IN (Y) ABOVE SHALL BE DEEMED TO BE BORROWER'S
CERTIFICATION THAT THE TERMS AND CONDITIONS OF THIS SECTION 5.1.17 HAVE BEEN
SATISFIED.
(B)
BORROWER SHALL CAUSE MORTGAGE BORROWER TO (I) OBSERVE AND PERFORM
ALL THE OBLIGATIONS IMPOSED UPON THE LESSOR UNDER THE LEASES IN ALL MATERIAL
RESPECTS AND SHALL NOT DO OR PERMIT TO BE DONE ANYTHING TO IMPAIR THE VALUE OF
ANY OF THE LEASES AS SECURITY FOR THE DEBT; (II) PROMPTLY SEND COPIES TO LENDER
OF ALL NOTICES OF DEFAULT WHICH MORTGAGE BORROWER SHALL SEND OR RECEIVE
THEREUNDER; (III) ENFORCE IN A COMMERCIALLY REASONABLE
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MANNER ALL OF THE MATERIAL TERMS, COVENANTS AND CONDITIONS CONTAINED IN THE
LEASES UPON THE PART OF THE TENANT THEREUNDER TO BE OBSERVED OR PERFORMED
(EXCEPT FOR TERMINATION OF A MAJOR LEASE WHICH, EXCEPT AS OTHERWISE PROVIDED IN
SECTION 5.1.17(D) HEREOF, SHALL REQUIRE LENDER'S PRIOR APPROVAL, SUCH APPROVAL
NOT TO BE UNREASONABLY WITHHELD, DELAYED OR CONDITIONED); (IV) NOT COLLECT ANY
OF THE RENTS MORE THAN ONE (1) MONTH IN ADVANCE EXCEPT SECURITY DEPOSITS AND
PREPAYMENTS OF FIRST MONTH'S AND LAST MONTH'S RENT SHALL NOT BE DEEMED RENTS
COLLECTED IN ADVANCE; (V) DEPOSIT OR CAUSE TO BE DEPOSITED ALL LEASE TERMINATION
PAYMENTS RELATING TO COMMERCIAL LEASES, IF ANY, INTO AN ACCOUNT DESIGNATED BY
LENDER, IF REQUIRED BY LENDER, NOT LATER THAN THE FIRST BUSINESS DAY AFTER
MORTGAGE BORROWER'S RECEIPT THEREOF; (VI) NOT EXECUTE ANY OTHER ASSIGNMENT OF
THE LESSOR'S INTEREST IN ANY OF THE LEASES OR THE RENTS (EXCEPT AS CONTEMPLATED
BY THE MORTGAGE LOAN DOCUMENTS); AND (VII) NOT CONSENT TO ANY ASSIGNMENT OF OR
SUBLETTING UNDER ANY MAJOR LEASES RELATING TO COMMERCIAL SPACE NOT IN ACCORDANCE
WITH THEIR TERMS, WITHOUT THE PRIOR WRITTEN CONSENT OF LENDER (SUCH APPROVAL NOT
TO BE UNREASONABLY WITHHELD, DELAYED OR CONDITIONED AND TO BE DEEMED GRANTED IF
LENDER SHALL NOT HAVE DISAPPROVED SUCH ASSIGNMENT OR SUBLETTING IN WRITING
WITHIN TEN (10) BUSINESS DAYS AFTER BORROWER'S REQUEST FOR LENDER'S APPROVAL,
PROVIDED LENDER IS ENTITLED TO LENDER'S APPROVAL EXTENSION PERIOD AND SUCH
REQUEST FOR APPROVAL COMPLIES WITH SECTION 5.1.17(G) HEREOF).
(C)
BORROWER MAY, WITHOUT THE CONSENT OF LENDER, CAUSE OR PERMIT
MORTGAGE BORROWER TO AMEND, MODIFY OR WAIVE THE PROVISIONS OF ANY LEASE OR
TERMINATE, REDUCE RENTS UNDER, ACCEPT A SURRENDER OF SPACE UNDER, OR SHORTEN THE
TERM OF, ANY LEASE (INCLUDING ANY GUARANTY, LETTER OF CREDIT