DEFEND ANY
ACTION OR PROCEEDING ARISING UNDER, OCCURRING OUT OF, OR IN ANY MANNER CONNECTED
WITH, ANY LEASES AND LEASE GUARANTIES OR THE
79
OBLIGATIONS, DUTIES, OR LIABILITIES OF BORROWER OR ANY LESSEE OR ANY LEASE
GUARANTOR THEREUNDER.
BORROWER SHALL PAY ALL COSTS AND EXPENSES OF AGENT,
INCLUDING REASONABLE ATTORNEYS' FEES, IN ANY ACTION OR PROCEEDING IN WHICH AGENT
MAY APPEAR.
(I)
BORROWER SHALL USE COMMERCIALLY
REASONABLE EFFORTS TO ENFORCE OR SECURE THE PERFORMANCE OF THE OBLIGATIONS OF
THE LESSEES AND LEASE GUARANTOR.
WITHOUT AGENT'S PRIOR CONSENT, WHICH SHALL NOT
BE UNREASONABLY WITHHELD WHERE (X) THE AMOUNT OF SUCH OBLIGATIONS DOES NOT
EXCEED $250,000 OR (Y) THE AGGREGATE AMOUNT OF NET RENTABLE SQUARE FEET DOES NOT
EXCEED 10,000 NET RENTABLE SQUARE FEET AND IS OTHERWISE UNDERTAKEN IN THE
ORDINARY COURSE OF BORROWER'S BUSINESS, BORROWER SHALL NOT WAIVE, DISCOUNT,
SET-OFF, COMPROMISE, OR IN ANY MANNER RELEASE OR DISCHARGE ANY LESSEE OR LEASE
GUARANTOR OF AND FROM ANY OBLIGATIONS, COVENANTS, CONDITIONS, AND AGREEMENTS BY
SAID LESSEE AND LEASE GUARANTOR TO BE KEPT, OBSERVED, AND PERFORMED, IN THE
MANNER AND AT THE PLACE AND TIME SPECIFIED IN THE APPLICABLE LEASE AND LEASE
GUARANTY.
(J)
BORROWER SHALL NOT, AND SHALL NOT ALLOW
ANY PERSON ON BEHALF OF BORROWER, TO ENTER INTO ANY AGREEMENT WITH ANY PERSON TO
PAY LEASING COMMISSIONS WITH REGARD TO ANY LEASE WHICH AGREEMENT IS NOT
EXPRESSLY MADE SUBORDINATE TO AGENT'S RIGHTS, INTERESTS AND CLAIMS UNDER THE
LOAN DOCUMENTS.
(K)
ALL LEASES ENTERED INTO BY BORROWER SHALL
BE MADE EXPRESSLY SUBJECT AND SUBORDINATE TO THE APPLICABLE MORTGAGE AND THE
TERMS AND PROVISIONS THEREOF AND SHALL CONTAIN PROVISIONS OBLIGATING THE LESSEES
THEREUNDER TO ATTORN TO AGENT OR ANY PURCHASER THEREFROM UPON ITS WRITTEN DEMAND
IN THE EVENT AGENT OR SUCH PURCHASER SUCCEEDS TO THE INTEREST OF BORROWER UNDER
SUCH LEASES.
EACH LEASE GUARANTY SHALL PROVIDE THAT IT SHALL REMAIN IN FULL
FORCE AND EFFECT, AND THAT GUARANTOR THEREUNDER SHALL PERFORM FOR THE BENEFIT OF
AGENT OR SUCH PURCHASER, UPON ATTORNMENT BY THE LESSEE.
UPON REQUEST OF
BORROWER, AGENT WILL ENTER INTO SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT
AGREEMENTS WITH RESPECT TO QUALIFIED LEASES ENTERED INTO AFTER THE CLOSING DATE
WHICH REQUIRE AGENT'S CONSENT HEREUNDER IN SUBSTANTIALLY THE FORM ATTACHED
HERETO AS SCHEDULE 8.10 HEREOF.
(L)
BORROWER SHALL PAY ALL EXPENSES OF
AGENT, INCLUDING AGENT'S COUNSEL FEES, INCURRED IN CONNECTION WITH THE REVIEW OF
ANY PROPOSED LEASE, AMENDMENT, MODIFICATION, WAIVER, SUPPLEMENT, TERMINATION OR
SURRENDER UNDER THIS SECTION 8.10.
SECTION 8.11.
Required Insurance.
(A)
REQUIRED COVERAGE.
IN ADDITION TO ANY
INSURANCE REQUIRED TO BE MAINTAINED BY BORROWER PURSUANT TO THE ASSET MANAGEMENT
AGREEMENT, THE PROPERTY DOCUMENTS OR THE LEASES, BORROWER, AT ITS SOLE COST AND
EXPENSE, SHALL MAINTAIN, OR, AS SPECIFICALLY SET FORTH BELOW, CAUSE TO BE
MAINTAINED, THE INSURANCE POLICIES SET FORTH ON SCHEDULE 8.11 ATTACHED HERETO.
(B)
GENERAL REQUIREMENTS OF INSURANCE POLICIES.
ALL INSURANCE POLICIES SHALL BE ISSUED BY AN INSURER OR INSURERS WITH AN A.M.
BEST RATING OF A:X OR BETTER, PROVIDED HOWEVER THAT INSURERS WITH "A-" RATINGS
WILL BE PERMITTED IF