ONE OF THEM TO INCUR A LIABILITY
UNDER SECTION 4062, 4063, 4064 OR 4069 OF ERISA OR SECTION 412(N) OR 4971 OF THE
CODE, AN EXPLANATION OF SUCH EVENT OR CONDITION, (VIII) BORROWER OR ANY ERISA
AFFILIATE KNOWS OR HAS REASON TO KNOW THAT AN APPLICATION IS TO BE, OR HAS BEEN,
MADE TO THE SECRETARY OF THE TREASURY FOR A WAIVER OF THE MINIMUM FUNDING
STANDARD UNDER THE PROVISIONS OF SECTION 412 OF THE CODE, A COPY OF SUCH
APPLICATION, AND (IX) THE ESTABLISHMENT OF, OR THE INCURRENCE OF THE OBLIGATION
TO CONTRIBUTE TO, ANY PENSION PLAN OR MULTIEMPLOYER PLAN BY BORROWER OR ANY
ERISA AFFILIATE, AND IN EACH CASE DESCRIBED IN CLAUSES (I) THROUGH (III) AND (V)
THROUGH (IX) TOGETHER WITH OFFICER'S CERTIFICATE OF
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BORROWER SETTING FORTH DETAILS AS TO SUCH REPORTABLE EVENT, NOTICE, EVENT OR
CONDITION AND THE ACTION WHICH BORROWER OR SUCH ERISA AFFILIATE PROPOSES TO TAKE
WITH RESPECT THERETO; AND
(C)
DELIVER TO LENDER, PROMPTLY AND IN ANY
EVENT WITHIN FIVE (5) BUSINESS DAYS AFTER THE ASSETS OF BORROWER BECAME "PLAN
ASSETS" UNDER ERISA AND ANY CURRENTLY EFFECTIVE REGULATIONS PROMULGATED
THEREUNDER OR UNDER ANY OTHER FEDERAL, STATE, LOCAL OR NON-U.S. LAWS APPLICABLE
TO EMPLOYEE BENEFIT PLANS, AN OFFICER CERTIFICATE OF BORROWER SETTING FORTH THE
DETAILS OF SUCH EVENT AND THE ACTION WHICH BORROWER PROPOSES TO TAKE WITH
RESPECT THERETO.
5.1.20.
LEASING MATTERS.
(A)
ALL LEASES AND ALL RENEWALS OF LEASES
EXECUTED AFTER THE DATE HEREOF SHALL (I) BE NEGOTIATED AT ARM'S LENGTH AND SHALL
BE ON COMMERCIALLY REASONABLE TERMS, AND (II) PROVIDE THAT SUCH LEASE IS
SUBORDINATE TO THE SECURITY INSTRUMENT AND THE OTHER LOAN DOCUMENTS AND THAT THE
LESSEE AGREES, SUBJECT TO CUSTOMARY AND REASONABLE PROVISIONS FOR
NON-DISTURBANCE TO THE EXTENT THE LESSEE IS NOT IN DEFAULT THEREUNDER, TO ATTORN
TO LENDER AND ANY PURCHASER AT A FORECLOSURE SALE.
ANY MAJOR LEASE AND ANY
RENEWAL, MATERIAL WAIVER, MATERIAL AMENDMENT, MATERIAL MODIFICATION OR
TERMINATION THEREOF EXECUTED AFTER THE DATE HEREOF SHALL BE SUBJECT TO LENDER'S
PRIOR APPROVAL, WHICH APPROVAL SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED.
IF AN EVENT OF DEFAULT SHALL EXIST, ALL LEASES AND EACH RENEWAL, WAIVER,
AMENDMENT, MODIFICATION OR TERMINATION THEREOF EXECUTED DURING THE EXISTENCE OF
SUCH EVENT OF DEFAULT SHALL BE SUBJECT TO LENDER'S PRIOR APPROVAL IN ITS SOLE
DISCRETION.
LENDER'S APPROVAL SHALL NOT BE REQUIRED FOR ANY LEASE, OR ANY
RENEWAL, WAIVER, AMENDMENT, MODIFICATION OR TERMINATION EXCEPT AS EXPRESSLY
PROVIDED IN THIS SECTION 5.1.20.
UPON REQUEST OF BORROWER AND AT BORROWER'S
SOLE COST AND EXPENSE, SO LONG AS NO EVENT OF DEFAULT SHALL EXIST, FROM TIME TO
TIME LENDER SHALL PROMPTLY EXECUTE AND DELIVER A SUBORDINATION, NONDISTURBANCE
AND ATTORNMENT AGREEMENT IN CONNECTION WITH ANY MAJOR LEASE, SUCH AGREEMENT TO
BE IN LENDER'S THEN USUAL AND CUSTOMARY FORM AND OTHERWISE REASONABLY ACCEPTABLE
TO LENDER IN ALL RESPECTS.
(B)
ANY REQUEST FOR THE APPROVAL BY LENDER OF
ANY LEASE OR ANY RENEWAL, WAIVER, AMENDMENT, MODIFICATION OR TERMINATION THEREOF
SHALL BE DELIVERED TO LENDER IN WRITING AND SHALL INCLUDE A COPY