REASONABLE
ATTORNEYS' AND CONSULTANTS' FEES
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AND DISBURSEMENTS AND THE ALLOCATED COSTS OF STAFF COUNSEL) THAT THE MORTGAGEE
OR THE HOLDERS MAY SUSTAIN, AS A RESULT OF THE PRESENCE OF ANY ACM AND ANY
REMOVAL THEREOF OR COMPLIANCE WITH ALL APPLICABLE ENVIRONMENTAL LAWS.
THE
FOREGOING INDEMNIFICATION SHALL SURVIVE REPAYMENT OF ALL SECURED OBLIGATIONS AND
ANY RELEASE OR ASSIGNMENT HEREOF.
ARTICLE V
LEASES
SECTION 5.1
MORTGAGOR'S AFFIRMATIVE COVENANTS WITH RESPECT TO LEASES.
WITH
RESPECT TO EACH LEASE, THE MORTGAGOR SHALL:
(I)
OBSERVE AND PERFORM ALL THE MATERIAL OBLIGATIONS IMPOSED UPON THE
LANDLORD UNDER SUCH LEASE; AND
(II)
ENFORCE ALL OF THE TERMS, COVENANTS AND CONDITIONS CONTAINED IN SUCH
LEASE UPON THE PART OF THE TENANT THEREUNDER TO BE OBSERVED OR PERFORMED TO THE
EXTENT IT WOULD BE COMMERCIALLY REASONABLE TO DO SO.
SECTION 5.2
MORTGAGOR'S NEGATIVE COVENANTS WITH RESPECT TO LEASES.
WITH
RESPECT TO EACH LEASE, THE MORTGAGOR SHALL NOT, WITHOUT THE PRIOR WRITTEN
CONSENT OF THE MORTGAGEE:
(I)
RECEIVE OR COLLECT, OR PERMIT THE RECEIPT OR COLLECTION OF, ANY RENT
UNDER SUCH LEASE MORE THAN ONE (1) MONTH IN ADVANCE OF THE RESPECTIVE PERIOD IN
RESPECT OF WHICH SUCH RENT IS TO ACCRUE, EXCEPT:
(A)
IN CONNECTION WITH THE EXECUTION AND DELIVERY OF SUCH LEASE (OR OF ANY
AMENDMENT TO SUCH LEASE), RENT THEREUNDER MAY BE COLLECTED AND RECEIVED IN
ADVANCE IN AN AMOUNT NOT IN EXCESS OF ONE (1) MONTH'S RENT;
(B)
THE AMOUNT HELD BY LANDLORD AS A REASONABLE SECURITY DEPOSIT
THEREUNDER; AND
(C)
ANY AMOUNT RECEIVED AND COLLECTED FOR ESCALATION AND OTHER CHARGES IN
ACCORDANCE WITH THE TERMS OF SUCH LEASE;
(II)
ASSIGN, TRANSFER OR HYPOTHECATE (OTHER THAN TO THE MORTGAGEE HEREUNDER)
ANY RENT UNDER SUCH LEASE WHETHER THEN DUE OR TO ACCRUE IN THE FUTURE OR THE
INTEREST OF THE MORTGAGOR AS LANDLORD UNDER SUCH LEASE;
(III)
ENTER INTO ANY AMENDMENT OR MODIFICATION OF SUCH LEASE WHICH WOULD
VIOLATE CLAUSE (12) OF THE DEFINITION OF PERMITTED LIENS OR IMPAIR THE VALUE OR
UTILITY OF THE MORTGAGED PROPERTY OR THE SECURITY PROVIDED BY THIS MORTGAGE,
UNLESS THE SAME WOULD NOT CAUSE A PROPERTY MATERIAL ADVERSE EFFECT;
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(IV)
TERMINATE (WHETHER BY EXERCISING ANY CONTRACTUAL RIGHT OF THE MORTGAGOR
TO RECAPTURE LEASED SPACE OR OTHERWISE) OR PERMIT THE TERMINATION OF SUCH LEASE
OR ACCEPT SURRENDER OF ALL OR ANY PORTION OF THE SPACE DEMISED UNDER SUCH LEASE
PRIOR TO THE END OF THE TERM THEREOF OR ACCEPT ASSIGNMENT OF SUCH LEASE TO THE
MORTGAGOR, UNLESS THE SAME WOULD NOT CAUSE A PROPERTY MATERIAL ADVERSE EFFECT;
OR
(V)
WAIVE, EXCUSE, CONDONE OR IN ANY MANNER DISCHARGE OR RELEASE ANY TENANTS
OF OR FROM THE OBLIGATIONS OF SUCH TENANTS UNDER THEIR RESPECTIVE LEASES OR
GUARANTORS OF TENANTS FROM OBLIGATIONS UNDER ANY GUARANTEES OF THE LEASES,
UNLESS THE SAME WOULD NOT CAUSE A PROPERTY MATERIAL ADVERSE EFFECT.
SECTION 5.3
ADDITIONAL REQUIREMENTS WITH RESPECT TO NEW LEASES.
IN ADDITION TO
THE REQUIREMENTS OF SECTIONS 5.1 AND 5.2 HEREOF, THE MORTGAGOR SHALL NOT ENTER
INTO ANY LEASE AFTER THE DATE HEREOF