COVERED
THEREBY IS IN FULL FORCE AND EFFECT WITH NO DEFAULTS THEREUNDER ON THE PART OF
ANY PARTY, THAT NONE OF THE RENTS HAVE BEEN PAID MORE THAN ONE MONTH IN ADVANCE,
EXCEPT AS SECURITY, AND THAT THE TENANT CLAIMS NO DEFENSE OR OFFSET AGAINST THE
FULL AND TIMELY PERFORMANCE OF ITS OBLIGATIONS UNDER THE LEASE.
Section 5.13.
OPERATING LEASE; LEASING MATTERS
(A)
BORROWER SHALL (I) PROMPTLY PERFORM AND OBSERVE ALL OF THE
COVENANTS REQUIRED TO BE PERFORMED AND OBSERVED BY IT UNDER THE OPERATING LEASES
AND DO ALL THINGS NECESSARY TO PRESERVE AND TO KEEP UNIMPAIRED ITS MATERIAL
RIGHTS THEREUNDER; (II) PROMPTLY NOTIFY LENDER OF ANY MATERIAL DEFAULT UNDER ANY
OPERATING LEASE OF WHICH IT IS AWARE; (III) PROMPTLY DELIVER TO LENDER A COPY OF
ANY NOTICE OF DEFAULT OR OTHER MATERIAL NOTICE UNDER ANY OPERATING LEASE
DELIVERED TO ANY OPERATING LESSEE BY BORROWER; (IV) PROMPTLY GIVE NOTICE TO
LENDER OF ANY NOTICE OR INFORMATION THAT BORROWER RECEIVES WHICH INDICATES THAT
AN OPERATING LESSEE IS TERMINATING ITS OPERATING LEASE OR THAT ANY OPERATING
LESSEE IS OTHERWISE DISCONTINUING ITS OPERATION OF THE APPLICABLE
PROPERTY; AND
(V) PROMPTLY ENFORCE THE PERFORMANCE AND OBSERVANCE OF ALL OF THE MATERIAL
COVENANTS REQUIRED TO BE PERFORMED AND OBSERVED BY THE OPERATING LESSEE UNDER
THE APPLICABLE OPERATING LEASE.
(B)
IF AT ANY TIME, (A)(I) AN OPERATING LESSEE SHALL BECOME INSOLVENT
OR A DEBTOR IN A BANKRUPTCY PROCEEDING OR (II) A DEFAULT HAS OCCURRED AND IS
CONTINUING UNDER ANY OPERATING LEASE AND (B) AN EVENT OF DEFAULT HAS OCCURRED
AND IS CONTINUING AND LENDER HAS ACCELERATED THE LOAN AND IS EXERCISING ITS
RIGHTS UNDER THE LOAN DOCUMENTS TO REALIZE ON ITS COLLATERAL UNDER THE LOAN AND
IS EXERCISING ITS RIGHTS UNDER THE LOAN DOCUMENTS TO REALIZE ON THE COLLATERAL
SECURING THE LOAN, LENDER SHALL HAVE THE ABSOLUTE RIGHT TO (AND BORROWER SHALL
REASONABLY COOPERATE AND NOT IN ANY WAY HINDER, DELAY OR OTHERWISE INTERFERE
WITH LENDER'S RIGHT TO), (A) IN THE INSTANCE OF AN OPERATING LEASE BETWEEN
BORROWER AND AN AFFILIATED LESSEE, IMMEDIATELY TERMINATE THE APPLICABLE
OPERATING LEASE UNDER AND IN ACCORDANCE WITH THE TERMS OF THE APPLICABLE
SUBORDINATION, ATTORNMENT AND SECURITY AGREEMENT OR (B) IN THE INSTANCE OF AN
OPERATING LEASE WITH A NON-AFFILIATED LESSEE, TERMINATE SUCH OPERATING LEASE TO
THE EXTENT PERMITTED UNDER THE TERMS OF SUCH OPERATING LEASE UNDER AND IN
ACCORDANCE WITH TERMS OF THE APPLICABLE SUBORDINATION, NON-DISTURBANCE AND
ATTORNMENT AGREEMENT.
(C)
BORROWER SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF LENDER
(WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED): (I)
SURRENDER, TERMINATE OR CANCEL ANY OPERATING LEASE OR OTHERWISE REPLACE ANY
OPERATING LESSEE OR ENTER INTO ANY OTHER OPERATING LEASE WITH RESPECT TO ANY
PROPERTY; (II) REDUCE OR CONSENT TO THE REDUCTION OF THE TERM OF ANY OPERATING
LEASE; OR (III) ENTER INTO, RENEW, AMEND, MODIFY, WAIVE ANY PROVISIONS OF ,
REDUCE RENTS UNDER, OR SHORTEN THE TERM OF ANY OPERATING LEASE.
(D)
ANY REPLACEMENT OPERATING LESSEE SHALL IN ALL EVENTS BE A
QUALIFIED LESSEE, AND SHALL BE A