BODY OF THIS MORTGAGE AND THE TERMS AND PROVISIONS SET FORTH IN
APPENDIX A, THE TERMS AND PROVISIONS SET FORTH IN APPENDIX A SHALL GOVERN AND
CONTROL.
ARTICLE V
SUBJECT LEASE
SECTION 5.01.
THE SUBJECT LEASE.
(A)
THE SUBJECT LEASE IS A VALID AND
SUBSISTING LEASE OF THAT PORTION OF THE PREMISES DEMISED THEREUNDER FOR THE TERM
THEREIN SET FORTH, IS IN FULL FORCE AND EFFECT IN ACCORDANCE WITH THE TERMS
THEREOF, AND HAS NOT BEEN MODIFIED EXCEPT AS EXPRESSLY SET FORTH HEREIN.
NO
MATERIAL DEFAULT EXISTS, AND TO THE BEST KNOWLEDGE OF MORTGAGOR, NO EVENT OR ACT
HAS OCCURRED AND NO CONDITION EXISTS WHICH WITH THE PASSAGE OF TIME OR THE
GIVING OF NOTICE OR BOTH WOULD CONSTITUTE A MATERIAL DEFAULT, UNDER THE SUBJECT
LEASE.
(B)
WITHOUT THE PRIOR WRITTEN CONSENT OF MORTGAGEE, MORTGAGOR WILL NOT MODIFY,
AMEND, OR IN ANY WAY ALTER THE TERMS OF THE SUBJECT LEASE IF SUCH MODIFICATION,
AMENDMENT OR ALTERATION WOULD INCREASE THE MONETARY OBLIGATIONS OF THE MORTGAGOR
UNDER THE SUBJECT LEASE IN ANY MATERIAL RESPECT OR OTHERWISE BE ADVERSE IN ANY
MATERIAL RESPECT TO THE INTERESTS OF MORTGAGEE OR THE VALUE OF THE MORTGAGED
PROPERTY.
EXCEPT TO THE EXTENT PERMITTED UNDER THE TERM LOAN CREDIT AGREEMENT,
WITHOUT THE PRIOR WRITTEN CONSENT OF MORTGAGEE, MORTGAGOR WILL NOT (I) IN ANY
WAY CANCEL, RELEASE, TERMINATE, SURRENDER OR REDUCE THE TERM OF THE SUBJECT
LEASE, (II) FAIL TO EXERCISE ANY OPTION TO RENEW OR EXTEND THE TERM OF THE
SUBJECT LEASE, (III) WAIVE, EXCUSE, CONDONE OR IN ANY WAY RELEASE OR DISCHARGE
THE LESSOR UNDER THE SUBJECT LEASE OF OR FROM ANY MATERIAL OBLIGATIONS,
COVENANTS, CONDITIONS AND AGREEMENTS BY SAID LESSOR TO BE DONE AND PERFORMED AND
(IV) CONSENT TO THE SUBORDINATION OF THE SUBJECT LEASE TO ANY MORTGAGE UNLESS
SUCH SUBORDINATION IS CONDITIONED UPON THE NON-DISTURBANCE OF
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MORTGAGOR, AS TENANT, BY THE APPLICABLE MORTGAGEE.
ANY ATTEMPT ON THE PART OF
MORTGAGOR TO DO ANY OF THE FOREGOING WITHOUT SUCH WRITTEN CONSENT OF MORTGAGEE
SHALL BE NULL AND VOID AND OF NO EFFECT AND SHALL CONSTITUTE A DEFAULT
HEREUNDER.
(C)
MORTGAGOR SHALL AT ALL TIMES PROMPTLY AND FAITHFULLY KEEP AND PERFORM IN
ALL MATERIAL RESPECTS, OR CAUSE TO BE KEPT AND PERFORMED IN ALL MATERIAL
RESPECTS, ALL THE COVENANTS AND CONDITIONS CONTAINED IN THE SUBJECT LEASE BY THE
LESSEE THEREIN TO BE KEPT AND PERFORMED AND SHALL IN ALL MATERIAL RESPECTS
CONFORM TO AND COMPLY WITH THE TERMS AND CONDITIONS OF THE SUBJECT LEASE AND
MORTGAGOR FURTHER COVENANTS THAT IT WILL NOT DO OR PERMIT ANYTHING TO BE DONE,
THE DOING OF WHICH, OR REFRAIN FROM DOING ANYTHING, THE OMISSION OF WHICH, WOULD
REASONABLY BE EXPECTED TO IMPAIR THE SECURITY OF THIS MORTGAGE.
(D)
MORTGAGOR SHALL PROMPTLY SEND MORTGAGEE A COPY OF ANY NOTICE OF DEFAULT
THAT IT SENDS TO THE LESSOR UNDER THE SUBJECT LEASE AND SHALL PROMPTLY PROVIDE
TO MORTGAGEE A COPY OF ANY NOTICE OF DEFAULT RECEIVED BY MORTGAGOR FROM SUCH
LESSOR AND THIS SHALL BE DONE WITHOUT REGARD TO THE