COPY OF THE
LEASE.
(D)
LEASE AMENDMENTS. EACH OF THE BORROWER AND
MORTGAGE PROPERTY OWNERS AGREES THAT IT SHALL NOT HAVE THE RIGHT OR POWER, AS
AGAINST THE ADMINISTRATIVE AGENT WITHOUT ITS CONSENT, TO CANCEL, ABRIDGE, MODIFY
ANY LEASE UNLESS SUCH MODIFICATION COMPLIES WITH THIS SECTION 7.5(4).
(E)
NO DEFAULT UNDER LEASES. THE BORROWER AND
MORTGAGE PROPERTY OWNERS SHALL (I) PROMPTLY PERFORM AND OBSERVE ALL OF THE
MATERIAL TERMS, COVENANTS AND CONDITIONS REQUIRED TO BE PERFORMED AND OBSERVED
BY SUCH PERSONS UNDER THE LEASES, IF THE FAILURE TO PERFORM OR OBSERVE THE SAME
WOULD HAVE A PORTFOLIO MATERIAL ADVERSE EFFECT; (II) EXERCISE, WITHIN TEN (10)
BUSINESS DAYS AFTER A WRITTEN REQUEST BY THE ADMINISTRATIVE AGENT, ANY RIGHT TO
REQUEST FROM THE TENANT UNDER ANY LEASE A CERTIFICATE WITH RESPECT TO THE STATUS
THEREOF AND (III) NOT COLLECT ANY OF THE RENTS, MORE THAN ONE (1) MONTH IN
ADVANCE (EXCEPT THAT THE BORROWER AND MORTGAGE PROPERTY OWNERS MAY COLLECT SUCH
SECURITY DEPOSITS AND LAST MONTH'S RENTS AS ARE PERMITTED BY REQUIREMENTS OF LAW
AND ARE COMMERCIALLY REASONABLE IN THE PREVAILING MARKET AND COLLECT OTHER
CHARGES IN ACCORDANCE WITH THE TERMS OF EACH LEASE).
(F)
SUBORDINATION. ALL LEASE MODIFICATIONS AND
NEW LEASES ENTERED INTO BY ANY BORROWER OR MORTGAGE PROPERTY OWNER AFTER THE
DATE HEREOF SHALL BE SUBJECT AND SUBORDINATE TO THIS AGREEMENT AND THE
APPLICABLE SECURITY INSTRUMENT (THROUGH A SUBORDINATION PROVISION CONTAINED IN
SUCH LEASE OR OTHERWISE) AND SHALL PROVIDE THAT THE PERSON HOLDING ANY RIGHTS
THEREUNDER SHALL ATTORN TO THE ADMINISTRATIVE AGENT OR ANY OTHER PERSON
SUCCEEDING TO THE INTERESTS OF THE ADMINISTRATIVE AGENT UPON THE EXERCISE OF ITS
REMEDIES HEREUNDER OR ANY TRANSFER IN LIEU THEREOF ON THE TERMS SET FORTH IN
THIS SECTION 7.5(4).
(G)
ATTORNMENT. EACH LEASE MODIFICATION AND NEW
LEASE ENTERED INTO FROM AND AFTER THE DATE HEREOF SHALL PROVIDE THAT IN THE
EVENT OF THE ENFORCEMENT BY THE ADMINISTRATIVE AGENT OF ANY REMEDY UNDER THIS
AGREEMENT OR THE APPLICABLE SECURITY INSTRUMENT, THE TENANT UNDER SUCH LEASE
SHALL, AT THE OPTION OF THE ADMINISTRATIVE AGENT OR OF ANY OTHER PERSON
SUCCEEDING TO THE INTEREST OF THE ADMINISTRATIVE AGENT AS A RESULT OF SUCH
ENFORCEMENT, ATTORN TO THE ADMINISTRATIVE AGENT OR TO SUCH PERSON AND SHALL
RECOGNIZE THE ADMINISTRATIVE AGENT OR SUCH SUCCESSOR IN THE INTEREST AS LESSOR
UNDER SUCH LEASE WITHOUT CHANGE IN THE PROVISIONS THEREOF; PROVIDED, HOWEVER,
THE ADMINISTRATIVE AGENT OR SUCH SUCCESSOR IN INTEREST SHALL NOT BE LIABLE FOR
OR BOUND BY (I) ANY PAYMENT OF AN INSTALLMENT OF RENT OR ADDITIONAL RENT MADE
MORE THAN THIRTY (30) DAYS BEFORE THE DUE DATE OF SUCH INSTALLMENT, (II) ANY ACT
OR OMISSION OF OR DEFAULT BY THE BORROWER OR MORTGAGE PROPERTY OWNER UNDER ANY
SUCH LEASE (BUT THE ADMINISTRATIVE AGENT, OR SUCH SUCCESSOR, SHALL BE SUBJECT TO
THE CONTINUING OBLIGATIONS OF THE LANDLORD TO THE EXTENT ARISING FROM AND AFTER
SUCH SUCCESSION TO THE EXTENT OF THE ADMINISTRATIVE AGENT'S, OR SUCH
SUCCESSOR'S, INTEREST IN THE MORTGAGED PROPERTY), (III) ANY CREDITS, CLAIMS,
SETOFFS OR DEFENSES WHICH