PROPERTY, THE TERMS, COVENANTS AND
CONDITIONS IN THE LEASES TO BE OBSERVED OR PERFORMED BY THE LESSEES, SHORT OF
TERMINATION THEREOF; (IV) NOT COLLECT ANY OF THE RENTS MORE THAN ONE MONTH IN
ADVANCE (OTHER THAN SECURITY DEPOSITS); (V) NOT EXECUTE ANY OTHER ASSIGNMENT OF
LESSOR'S INTEREST IN THE LEASES OR THE RENTS (EXCEPT AS CONTEMPLATED BY THE LOAN
DOCUMENTS); (VI) NOT MODIFY ANY LEASE IN A MANNER INCONSISTENT WITH THE LOAN
DOCUMENTS; (VII) NOT CONVEY OR TRANSFER OR SUFFER OR PERMIT A CONVEYANCE OR
TRANSFER OF THE PROPERTY SO AS TO EFFECT A MERGER OF THE ESTATES AND RIGHTS OF,
OR A TERMINATION OR DIMINUTION OF THE OBLIGATIONS OF, LESSEES UNDER LEASES;
(VIII) NOT CONSENT TO ANY ASSIGNMENT OF OR SUBLETTING UNDER ANY LEASE UNLESS
REQUIRED IN ACCORDANCE WITH ITS TERMS WITHOUT THE PRIOR CONSENT OF LENDER,
WHICH, WITH RESPECT TO A SUBLETTING, MAY NOT, SO LONG AS NO EVENT OF DEFAULT IS
CONTINUING, BE UNREASONABLY WITHHELD OR DELAYED; (IX) NOT CANCEL OR TERMINATE
ANY LEASE OR ACCEPT A SURRENDER THEREOF WITHOUT THE PRIOR CONSENT OF LENDER,
WHICH CONSENT SHALL NOT, SO LONG AS NO EVENT OF DEFAULT IS CONTINUING, BE
UNREASONABLY WITHHELD OR DELAYED; AND (X) SHALL DELIVER TO LENDER WITHIN FIVE
(5) BUSINESS DAYS OF RECEIPT ALL NOTICES FROM ANY TENANT OF SUCH TENANT'S INTENT
TO VACATE THE PROPERTY OR TERMINATE THE LEASE.
5.11
ESTOPPEL STATEMENT.
AFTER REQUEST BY LENDER, BORROWER SHALL FURNISH
LENDER WITHIN TEN DAYS A STATEMENT ADDRESSED TO LENDER, ITS SUCCESSORS AND
ASSIGNS, DULY ACKNOWLEDGED AND CERTIFIED, SETTING FORTH (I) THE UNPAID
PRINCIPAL, (II) THE INTEREST RATE, (III) THE DATE INSTALLMENTS OF INTEREST
AND/OR PRINCIPAL WERE LAST PAID, (IV) ANY OFFSETS OR DEFENSES TO THE PAYMENT OF
THE DEBT, AND (V) THAT THE LOAN DOCUMENTS ARE VALID, LEGAL AND BINDING
OBLIGATIONS AND HAVE NOT BEEN MODIFIED OR IF MODIFIED, GIVING PARTICULARS OF
SUCH MODIFICATION.
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5.12
PROPERTY MANAGEMENT.
5.12.1
MANAGEMENT AGREEMENT.
BORROWER SHALL CAUSE MORTGAGE BORROWER TO
(I) CAUSE THE PROPERTY TO BE MANAGED PURSUANT TO THE MANAGEMENT AGREEMENT;
(II) PROMPTLY PERFORM AND OBSERVE ALL OF THE COVENANTS REQUIRED TO BE PERFORMED
AND OBSERVED BY IT UNDER THE MANAGEMENT AGREEMENT AND DO ALL THINGS NECESSARY TO
PRESERVE AND TO KEEP UNIMPAIRED ITS RIGHTS THEREUNDER; (III) PROMPTLY NOTIFY
LENDER OF ANY DEFAULT UNDER THE MANAGEMENT AGREEMENT OF WHICH IT IS AWARE;
(IV) PROMPTLY DELIVER TO LENDER A COPY OF EACH FINANCIAL STATEMENT, BUSINESS
PLAN, CAPITAL EXPENDITURE PLAN, AND PROPERTY IMPROVEMENT PLAN AND ANY OTHER
NOTICE, REPORT AND ESTIMATE RECEIVED BY MORTGAGE BORROWER UNDER THE MANAGEMENT
AGREEMENT; AND (V) PROMPTLY ENFORCE THE PERFORMANCE AND OBSERVANCE OF ALL OF THE
COVENANTS REQUIRED TO BE PERFORMED AND OBSERVED BY MANAGER UNDER THE MANAGEMENT
AGREEMENT.
WITHOUT LENDER'S PRIOR WRITTEN CONSENT, BORROWER SHALL NOT PERMIT
MORTGAGE BORROWER TO (A) SURRENDER, TERMINATE, CANCEL, EXTEND OR RENEW THE
MANAGEMENT AGREEMENT (OTHER THAN EXTENSIONS OR RENEWALS PURSUANT TO THE EXPRESS
RENEWAL/EXTENSION PROVISIONS SET FORTH IN THE MANAGEMENT AGREEMENT ON THE SAME
TERMS AND CONDITIONS SET FORTH THEREIN (AS IN EFFECT ON THE