PARTY TO AN OPERATING LEASE APPROVED IN WRITING
BY LENDER, IN ITS REASONABLE DISCRETION.
IN THE EVENT ANY NEW OPERATING LEASE
WITH RESPECT TO A PROPERTY(IES) NOT SUBJECT TO AN APPROVED MANAGEMENT AGREEMENT
DOES NOT PROVIDE FOR THE PAYMENT OF OPERATING EXPENSES PRIOR TO THE DISTRIBUTION
OF ANY AMOUNTS TO BORROWER AND/OR FOR A RESERVE FOR REPLACEMENTS THAT MAY BE
CONTROLLED BY LENDER, IN ALL INSTANCES ACCEPTABLE TO LENDER IN ITS REASONABLE
DISCRETION, THE
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LENDER SHALL HAVE THE RIGHT TO REQUIRE ADEQUATE OPERATING EXPENSES TO BE
RESERVED PURSUANT TO SECTION 9.8(A) HEREOF WITH RESPECT TO SUCH PROPERTY(IES)
AND/OR, AS APPLICABLE, REQUIRE ADDITIONAL REPLACEMENT RESERVE FUNDS TO BE
DEPOSITED WITH LENDER BASED ON LENDER'S REASONABLE DETERMINATION WITH RESPECT TO
THE REPLACEMENT NEEDS OF SUCH PROPERTY(IES).
IN ADDITION, ANY NEW OR
REPLACEMENT OPERATING LESSEE (I) AFFILIATED WITH BORROWER, SHALL EXECUTE A FORM
OF SUBORDINATION, ATTORNMENT AND SECURITY AGREEMENT SUBSTANTIALLY IN THE SAME
FORM AS THE ONE DELIVERED IN CONNECTION WITH THE CLOSING OF THE LOAN AND (II)
NOT AFFILIATED WITH BORROWER, SHALL EXECUTE A SUBORDINATION, NON-DISTURBANCE AND
ATTORNMENT AGREEMENT IN A FORM AS MAY BE APPROVED BY LENDER IN ITS REASONABLE
DISCRETION.
(E)
OTHER THAN ANY NEW OR REPLACEMENT OPERATING LEASE, BORROWER MAY
ENTER INTO A PROPOSED LEASE (INCLUDING THE RENEWAL OR EXTENSION OF AN EXISTING
LEASE (A "RENEWAL LEASE")) (OR CAUSE OR PERMIT ANY OPERATING LESSEE TO ENTER
INTO A PROPOSED LEASE OR RENEWAL LEASE) WITHOUT THE PRIOR WRITTEN CONSENT OF
LENDER, PROVIDED SUCH PROPOSED LEASE OR RENEWAL LEASE (I) PROVIDES FOR RENTAL
RATES AND TERMS COMPARABLE TO EXISTING LOCAL MARKET RATES AND TERMS (TAKING INTO
ACCOUNT THE TYPE AND QUALITY OF THE TENANT) AS OF THE DATE SUCH LEASE IS
EXECUTED BY BORROWER OR OPERATING LESSEE, AS THE CASE MAY BE (UNLESS, IN THE
CASE OF A RENEWAL LEASE, THE RENT PAYABLE DURING SUCH RENEWAL, OR A FORMULA OR
OTHER METHOD TO COMPUTE SUCH RENT, IS PROVIDED FOR OR CONTEMPLATED IN THE
ORIGINAL LEASE), (II) IS AN ARM'S-LENGTH TRANSACTION WITH A BONA FIDE,
INDEPENDENT THIRD PARTY TENANT, (III) DOES NOT HAVE A MATERIALLY ADVERSE EFFECT
ON THE VALUE OF THE APPLICABLE PROPERTY TAKEN AS A WHOLE, (IV) IS SUBJECT AND
SUBORDINATE TO THE APPLICABLE MORTGAGE AND THE TENANT THEREUNDER AGREES TO
ATTORN TO LENDER (PROVIDED SUCH AGREEMENT MAY BE CONDITIONED UPON RECEIPT OF A
REASONABLE AND CUSTOMARY NON-DISTURBANCE AGREEMENT FROM LENDER), (V) DOES NOT
CONTAIN ANY OPTION, OFFER, RIGHT OF FIRST REFUSAL, OR OTHER SIMILAR RIGHT TO
ACQUIRE ALL OR ANY PORTION OF THE APPLICABLE PROPERTY, (VI) HAS A BASE TERM OF
LESS THAN FIFTEEN (15) YEARS INCLUDING OPTIONS TO RENEW, (VII) AS TO MAJOR
LEASES, HAS NO RENT, CREDITS, FREE RENTS OR CONCESSIONS GRANTED THEREUNDER, AND
(VIII) AS TO MAJOR LEASES, IS WRITTEN ON CUSTOMARY FORM OF LEASE REASONABLY
ACCEPTABLE TO LENDER.
ALL PROPOSED LEASES WHICH DO NOT SATISFY THE REQUIREMENTS
SET FORTH IN THIS SUBSECTION SHALL BE SUBJECT TO THE PRIOR APPROVAL OF LENDER
AND ITS COUNSEL, AT BORROWER'S EXPENSE.
BORROWER SHALL PROMPTLY DELIVER TO
LENDER