CONDITIONS BUT ARE
AMORTIZED OVER A SHORTER TIME PERIOD THAN THE ENTIRE INITIAL TERM OF SUCH NEW
LEASE OR LEASE MODIFICATION, AS APPLICABLE;
(E)
SUCH NEW LEASE OR LEASE MODIFICATION TO THE EXTENT "USE" IS
ADDRESSED IN SUCH LEASE MODIFICATION, AS APPLICABLE, PROVIDES THAT THE PREMISES
DEMISED THEREBY CANNOT BE USED FOR ANY OF THE FOLLOWING USES: ANY PORNOGRAPHIC
OR OBSCENE PURPOSES, ANY COMMERCIAL SEX ESTABLISHMENT, ANY PORNOGRAPHIC,
OBSCENE, NUDE OR SEMI‐NUDE PERFORMANCES, MODELING OR SEXUAL CONDUCT OR ANY OTHER
USE THAT HAS OR COULD REASONABLY BE EXPECTED TO VIOLATE APPLICABLE LEGAL
REQUIREMENTS;
(F)
SUCH NEW LEASE OR LEASE MODIFICATION, AS APPLICABLE, OTHER
THAN LEASE MODIFICATIONS RELATING TO LEASES IN EXISTENCE ON THE DATE HEREOF, IS
ON AN ARM'S LENGTH BASIS WITH A TENANT WHO IS NOT AN AFFILIATE OF BORROWER;
(G)
THE NEW LEASE OR LEASE MODIFICATION, AS APPLICABLE, SHALL
NOT ENTITLE ANY TENANT TO RECEIVE AND RETAIN PROCEEDS EXCEPT THOSE THAT MAY BE
SPECIFICALLY AWARDED TO IT IN CONDEMNATION PROCEEDINGS BECAUSE OF THE TAKING OF
ITS TRADE FIXTURES AND ITS LEASEHOLD IMPROVEMENTS WHICH HAVE NOT BECOME PART OF
THE PROPERTY AND SUCH BUSINESS LOSS AS TENANT MAY SPECIFICALLY AND SEPARATELY
ESTABLISH;
(H)
THE NEW LEASE OR LEASE MODIFICATION, AS APPLICABLE, SHALL
NOT CONTAIN AN OPTION IN FAVOR OF TENANT TO ACQUIRE ALL OR ANY PORTION OF THE
PROPERTY; AND
(I)
THE NEW LEASE OR LEASE MODIFICATION, AS APPLICABLE, SATISFIES
THE REQUIREMENTS OF SECTIONS 8.7.7
AND 8.7.8.
SECTION 8.7.4
LEASE AMENDMENTS AND TERMINATIONS.
(A)
BORROWER AGREES THAT IT SHALL NOT HAVE THE RIGHT OR POWER, AS
AGAINST LENDER WITHOUT ITS CONSENT, TO CANCEL, ABRIDGE, AMEND OR OTHERWISE
MODIFY ANY LEASE UNLESS SUCH MODIFICATION COMPLIES WITH THIS SECTION 8.7.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, NO CONSENT OF LENDER SHALL BE
REQUIRED FOR ANY AMENDMENT REFLECTING THE TENANT'S UNILATERAL EXERCISE OF A
RENEWAL OR EXPANSION OR TERMINATION OPTION SET
EXHIBIT A - Page 3
forth in its Lease as of the date hereof or a Lease or Lease Modification
subsequently approved or otherwise entered into in accordance with the terms
hereof and any such amendment shall not be deemed a Lease Modification for any
purpose hereof.
(B)
NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY,
BORROWER SHALL HAVE THE RIGHT TO TERMINATE ANY LEASE AND NO CONSENT OF LENDER
SHALL BE REQUIRED IN RESPECT OF SUCH TERMINATION, PROVIDED
THAT (I) BORROWER IS
SIMULTANEOUSLY REPLACING SUCH TERMINATED LEASE WITH A LEASE (FOR ALL OR
SUBSTANTIALLY ALL OF THE SPACE WHICH WAS COVERED BY THE LEASE BEING TERMINATED)
THAT EITHER (X) HAS BEEN APPROVED OR DEEMED APPROVED BY LENDER IF REQUIRED IN
ACCORDANCE WITH THIS SECTION 8.7 OR (Y) OTHERWISE MEETS THE REQUIREMENTS OF THIS
SECTION 8.7, OR (II) THE APPLICABLE TENANT IS IN DEFAULT THEREUNDER BEYOND ANY
APPLICABLE NOTICE AND GRACE PERIODS.
EXHIBIT A - Page 4
EXHIBIT C
STANDARD FORM OF LEASE
(ATTACHED HERETO)
EXHIBIT C
EXHIBIT D
FORM OF NON DISTURBANCE AGREEMENT
(ATTACHED HERETO)
EXHIBIT D