PURSUANT TO THIS SECURITY INSTRUMENT; (VI) SHALL
NOT CANCEL OR TERMINATE ANY OF THE LEASES OR ACCEPT
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A SURRENDER THEREOF IN ANY MANNER INCONSISTENT WITH THE APPROVED MANAGER
STANDARD; (VII) SHALL NOT CONVEY, TRANSFER OR SUFFER OR PERMIT A CONVEYANCE OR
TRANSFER OF ALL OR ANY PART OF THE PREMISES OR THE IMPROVEMENTS OR OF ANY
INTEREST THEREIN SO AS TO EFFECT A MERGER OF THE ESTATES AND RIGHTS OF, OR A
TERMINATION OR DIMINUTION OF THE OBLIGATIONS OF, LESSEES THEREUNDER;
(VIII) SHALL NOT ALTER, MODIFY OR CHANGE THE TERMS OF ANY GUARANTY OF ANY MAJOR
SPACE LEASE OR CANCEL OR TERMINATE ANY SUCH GUARANTY; (IX) SHALL, IN ACCORDANCE
WITH THE APPROVED MANAGER STANDARD, MAKE ALL REASONABLE EFFORTS TO SEEK LESSEES
FOR SPACE AS IT BECOMES VACANT AND ENTER INTO LEASES IN ACCORDANCE WITH THE
TERMS HEREOF; (X) SHALL NOT CANCEL OR TERMINATE OR MATERIALLY MODIFY, ALTER OR
AMEND ANY MAJOR SPACE LEASE OR PROPERTY AGREEMENT WITHOUT LENDER'S CONSENT,
WHICH CONSENT WILL NOT BE UNREASONABLY WITHHELD OR DELAYED; (XI) SHALL NOTIFY
LENDER PROMPTLY IF ANY PAD OWNER SHALL CEASE BUSINESS OPERATIONS OR OF THE
OCCURRENCE OF ANY EVENT OF WHICH IT BECOMES AWARE AFFECTING A PAD OWNER OR ITS
PROPERTY WHICH COULD REASONABLY BE EXPECTED TO HAVE ANY MATERIAL EFFECT ON THE
PROPERTY; AND (XII) SHALL, WITHOUT LIMITATION TO ANY OTHER PROVISION HEREOF,
EXECUTE AND DELIVER AT THE REQUEST OF LENDER ALL SUCH FURTHER ASSURANCES,
CONFIRMATIONS AND ASSIGNMENTS IN CONNECTION WITH THE PROPERTY AS ARE REQUIRED
HEREIN AND AS LENDER SHALL FROM TIME TO TIME REASONABLY REQUIRE.
(C)
ALL SECURITY DEPOSITS OF LESSEES, WHETHER HELD IN CASH OR ANY
OTHER FORM, SHALL BE TREATED BY BORROWER AS TRUST FUNDS, SHALL NOT BE COMMINGLED
WITH ANY OTHER FUNDS OF BORROWER AND, IF CASH, SHALL BE DEPOSITED BY BORROWER IN
THE SECURITY DEPOSIT ACCOUNT.
ANY BOND OR OTHER INSTRUMENT WHICH BORROWER IS
PERMITTED TO HOLD IN LIEU OF CASH SECURITY DEPOSITS UNDER APPLICABLE LEGAL
REQUIREMENTS SHALL BE MAINTAINED IN FULL FORCE AND EFFECT UNLESS REPLACED BY
CASH DEPOSITS AS HEREINABOVE DESCRIBED, SHALL BE ISSUED BY A PERSON REASONABLY
SATISFACTORY TO LENDER, SHALL, IF PERMITTED PURSUANT TO LEGAL REQUIREMENTS, AT
LENDER'S OPTION, NAME LENDER AS PAYEE OR MORTGAGEE THEREUNDER OR BE FULLY
ASSIGNABLE TO LENDER AND SHALL, IN ALL RESPECTS, COMPLY WITH APPLICABLE LEGAL
REQUIREMENTS AND OTHERWISE BE REASONABLY SATISFACTORY TO LENDER.
BORROWER
SHALL, UPON REQUEST, PROVIDE LENDER WITH EVIDENCE REASONABLY SATISFACTORY TO
LENDER OF BORROWER'S COMPLIANCE WITH THE FOREGOING.
FOLLOWING THE OCCURRENCE
AND DURING THE CONTINUANCE OF ANY EVENT OF DEFAULT, BORROWER SHALL, UPON
LENDER'S REQUEST, IF PERMITTED BY APPLICABLE LEGAL REQUIREMENTS, TURN OVER THE
SECURITY DEPOSITS (AND ANY INTEREST THEREON) TO LENDER TO BE HELD BY LENDER IN
ACCORDANCE WITH THE TERMS OF THE LEASES AND ALL LEGAL REQUIREMENTS.
(D)
IF REQUESTED BY LENDER, BORROWER SHALL FURNISH, OR SHALL CAUSE THE
APPLICABLE LESSEE TO FURNISH, TO LENDER FINANCIAL DATA AND/OR FINANCIAL
STATEMENTS IN ACCORDANCE WITH REGULATION AB FOR ANY LESSEE OF THE PROPERTY IF,
IN CONNECTION WITH A SECURITIZATION,