COPIES OF ALL MAJOR LEASES AND TO THE EXTENT REQUESTED BY LENDER OTHER
LEASES WHICH ARE ENTERED INTO PURSUANT TO THIS SUBSECTION TOGETHER WITH
BORROWER'S CERTIFICATION THAT SUCH LEASES SATISFY ALL OF THE CONDITIONS OF THIS
SECTION.
(F)
WITHOUT LIMITING ANY OTHER PROVISION CONTAINED HEREIN, BORROWER
(I) SHALL (OR SHALL CAUSE THE APPLICABLE OPERATING LESSEE TO) OBSERVE AND
PERFORM ALL THE OBLIGATIONS IMPOSED UPON THE LANDLORD UNDER THE LEASES AND SHALL
NOT DO OR PERMIT TO BE DONE ANYTHING TO IMPAIR THE VALUE OF ANY OF THE LEASES AS
SECURITY FOR THE DEBT; (II) SHALL PROMPTLY SEND COPIES TO LENDER OF ALL NOTICES
OF DEFAULT WHICH BORROWER SHALL SEND OR RECEIVE UNDER ANY MAJOR LEASE (AND ANY
OTHER LEASE TO PURSUANT TO ANY REQUEST MADE BY LENDER); (III) SHALL ENFORCE (OR
CAUSE OR PERMIT THE APPLICABLE OPERATING LESSEE TO ENFORCE) ALL OF THE MATERIAL
TERMS, COVENANTS AND CONDITIONS CONTAINED IN THE LEASES UPON THE PART OF THE
TENANT THEREUNDER TO BE OBSERVED OR PERFORMED; (IV) SHALL NOT COLLECT (OR CAUSE
OR PERMIT ANY OPERATING LESSEE TO COLLECT) ANY OF THE RENTS MORE THAN ONE (1)
MONTH IN ADVANCE (EXCEPT SECURITY DEPOSITS SHALL NOT BE DEEMED RENTS COLLECTED
IN ADVANCE); (V) SHALL NOT EXECUTE (OR CAUSE OR PERMIT ANY OPERATING LESSEE TO
EXECUTE) ANY OTHER ASSIGNMENT OF THE LANDLORD'S INTEREST IN ANY OF THE LEASES OR
THE RENTS; AND (VI) SHALL NOT CONSENT
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(OR CAUSE OR PERMIT ANY OPERATING LESSEE TO CONSENT) TO ANY ASSIGNMENT OF OR
SUBLETTING UNDER ANY LEASES NOT IN ACCORDANCE WITH THEIR TERMS, WITHOUT THE
PRIOR WRITTEN CONSENT OF LENDER.
(G)
NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN, OTHER THAN
WITH RESPECT TO A MAJOR LEASE (INCLUDING, BUT NOT LIMITED TO, ANY OPERATING
LEASE) BORROWER MAY, WITHOUT THE PRIOR WRITTEN CONSENT OF LENDER, AMEND, MODIFY
OR WAIVE THE PROVISIONS OF ANY LEASE OR TERMINATE, REDUCE RENTS UNDER, ACCEPT A
SURRENDER OF SPACE UNDER, OR SHORTEN THE TERM OF, ANY LEASE (INCLUDING ANY
GUARANTY, LETTER OF CREDIT OR OTHER CREDIT SUPPORT WITH RESPECT THERETO) (OR
CAUSE OR PERMIT ANY OPERATING LESSEE TO DO ANY OF THE FOREGOING) PROVIDED THAT
SUCH ACTION (TAKING INTO ACCOUNT, IN THE CASE OF A TERMINATION, REDUCTION IN
RENT, SURRENDER OF SPACE OR SHORTENING OF TERM, THE PLANNED ALTERNATIVE USE OF
THE AFFECTED SPACE) DOES NOT HAVE A MATERIALLY ADVERSE EFFECT ON THE VALUE OF
THE APPLICABLE PROPERTY TAKEN AS A WHOLE, AND PROVIDED THAT SUCH LEASE, AS
AMENDED, MODIFIED OR WAIVED, IS OTHERWISE IN COMPLIANCE WITH THE REQUIREMENTS OF
THIS AGREEMENT AND ANY SUBORDINATION AGREEMENT BINDING UPON LENDER WITH RESPECT
TO SUCH LEASE.
A TERMINATION OF A LEASE (OTHER THAN AN OPERATING LEASE) WITH A
TENANT WHO IS IN DEFAULT BEYOND APPLICABLE NOTICE AND GRACE PERIODS SHALL NOT BE
CONSIDERED AN ACTION WHICH HAS A MATERIALLY ADVERSE EFFECT ON THE VALUE OF THE
APPLICABLE PROPERTY TAKEN AS A WHOLE.
ANY AMENDMENT, MODIFICATION, WAIVER,
TERMINATION, RENT REDUCTION, SPACE SURRENDER OR TERM SHORTENING WHICH DOES NOT
SATISFY THE REQUIREMENTS SET FORTH IN THIS SUBSECTION