OF THE PROPOSED
LEASE OR RENEWAL, WAIVER, AMENDMENT, MODIFICATION OR TERMINATION AND LENDER
SHALL SO ADVISE WHETHER SUCH APPROVAL IS GRANTED OR DENIED WITHIN TEN (10)
BUSINESS DAYS AFTER RECEIPT OF SUCH WRITTEN REQUEST.
PROVIDED THAT THE REQUEST
IS ACCOMPANIED BY A NOTICE, WHICH PROVIDES IN UPPER CASE BOLD-FACED TYPE:
"THIS
IS A REQUEST FOR AN APPROVAL WITH RESPECT TO A LEASE.
IF LENDER FAILS TO
RESPOND WITHIN 10 BUSINESS DAYS OF THE EFFECTIVENESS OF THIS NOTICE, THE
REQUESTED ACTION WITH RESPECT TO THE LEASE WILL BE DEEMED APPROVED", IF LENDER
SHALL NOT SO ADVISE OF ITS DETERMINATION WITHIN SUCH TEN (10) BUSINESS DAY
PERIOD (NOTICE BY FACSIMILE ON THE SAME DAY BEING ACCEPTABLE FOR THIS PURPOSE),
SUCH PROPOSED LEASE OR RENEWAL, WAIVER, AMENDMENT, MODIFICATION OR TERMINATION
THEREOF SHALL BE DEEMED APPROVED BY LENDER.
IF LENDER SHALL DENY ANY SUCH
REQUEST FOR APPROVAL, LENDER SHALL SPECIFY THE REASONS FOR ITS REFUSAL TO GRANT
APPROVAL.
FOR THE PURPOSES OF THIS SECTION 5.1.20, SUBJECT TO LENDER'S RECEIPT,
REVIEW AND REASONABLE APPROVAL OF DEFINITIVE DOCUMENTATION WITH RESPECT TO THE
SAME PURSUANT TO THIS AGREEMENT, LENDER HEREBY ACKNOWLEDGES AND APPROVES THE
PROPOSED LEASE OF SPACE TO OPIUM GROUP TO BE USED AS A NIGHTCLUB UPON
SUBSTANTIALLY THE SAME TERMS AS SET FORTH IN THE TERM SHEET DELIVERED TO LENDER
ON OR PRIOR TO THE DATE HEREOF.
122
(C)
BORROWER (I) SHALL OBSERVE AND PERFORM THE
OBLIGATIONS IMPOSED UPON THE LESSOR UNDER THE LEASES IN A COMMERCIALLY
REASONABLE MANNER; (II) SHALL ENFORCE THE TERMS, COVENANTS AND CONDITIONS
CONTAINED IN THE LEASES UPON THE PART OF THE LESSEE THEREUNDER TO BE OBSERVED OR
PERFORMED IN A COMMERCIALLY REASONABLE MANNER; PROVIDED, HOWEVER, BORROWER SHALL
NOT TERMINATE OR ACCEPT A SURRENDER OF A MAJOR LEASE WITHOUT LENDER'S PRIOR
WRITTEN APPROVAL, EXCEPT IN THE EVENT OF A DEFAULT BY THE TENANT THEREUNDER AND
WITH PRIOR WRITTEN NOTICE TO LENDER; (III) SHALL NOT COLLECT ANY OF THE RENTS
MORE THAN ONE (1) MONTH IN ADVANCE (OTHER THAN SECURITY DEPOSITS); (IV) SHALL
NOT EXECUTE ANY ASSIGNMENT OF LESSOR'S INTEREST IN THE LEASES OR THE RENTS
(EXCEPT AS CONTEMPLATED BY THE LOAN DOCUMENTS); AND (V) SHALL HOLD ALL SECURITY
DEPOSITS UNDER ALL LEASES IN ACCORDANCE WITH APPLICABLE LEGAL REQUIREMENTS.
UPON REQUEST, BORROWER SHALL FURNISH LENDER WITH EXECUTED COPIES OF ALL LEASES.
NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS SECTION 5.1.20(C), BORROWER
SHALL HAVE THE RIGHT TO TERMINATE ANY LEASE BY THE EXERCISE OF ANY SPECIFIC
RIGHT SET FORTH IN SUCH LEASE TO TERMINATE THE SAME DUE TO THE APPLICABLE
TENANT'S FAILURE TO ACHIEVE ANY REQUIRED SALES THRESHOLDS SET FORTH THEREIN;
PROVIDED THAT BORROWER SHALL PROMPTLY DELIVER TO LENDER WRITTEN NOTICE OF THE
EXERCISE OF ANY SUCH RIGHT AND THE TERMINATION OF ANY SUCH LEASE.
5.1.21.
ALTERATIONS.
(A)
BORROWER SHALL CAUSE ALL ALTERATIONS WITH
RESPECT TO ANY PORTION OF THE PROPERTY TO BE CONDUCTED AND PERFORMED WITH DUE
DILIGENCE IN A GOOD AND WORKMANLIKE MANNER, AND ALL MATERIALS USED AND WORK DONE
SHALL BE IN ACCORDANCE WITH ALL APPLICABLE LEGAL REQUIREMENTS.
ANY MATERIAL