HOWEVER,
THAT (X) NOTHING CONTAINED 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 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).
83
(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