DOCUMENTS OR THE PROPERTY. ALL MAJOR LEASES AND ALL
RENEWALS, AMENDMENTS AND MODIFICATIONS THEREOF (OTHER THAN RENEWALS, AMENDMENTS
AND MODIFICATIONS STRICTLY LIMITED TO THE IMPLEMENTATION OF OPTIONS OR RIGHTS
EXPRESSLY CONTAINED IN MAJOR LEASES AND FOR WHICH BORROWER HAS NO DISCRETION AS
TO THE TERMS OF SUCH RENEWALS, AMENDMENTS AND MODIFICATIONS) SHALL BE SUBJECT TO
LENDER'S PRIOR APPROVAL, WHICH APPROVAL SHALL NOT BE UNREASONABLY WITHHELD OR
DELAYED. LENDER SHALL EXECUTE AND DELIVER A SUBORDINATION NON-DISTURBANCE AND
ATTORNMENT AGREEMENT IN THE FORM ANNEXED AS SCHEDULE IV TO TENANTS UNDER LEASES
APPROVED (AS OPPOSED TO DEEMED APPROVED) BY LENDER PROMPTLY UPON REQUEST WITH
SUCH COMMERCIALLY REASONABLE CHANGES AS MAY BE REQUESTED BY TENANTS, FROM TIME
TO TIME, AND WHICH ARE REASONABLY ACCEPTABLE TO LENDER.
(B)
BORROWER (I) SHALL OBSERVE AND PERFORM THE OBLIGATIONS IMPOSED
UPON THE LESSOR UNDER THE LEASES IN A COMMERCIALLY REASONABLE MANNER; (II) SHALL
ENFORCE THE TERMS, COVENANTS AND CONDITIONS CONTAINED IN THE LEASES UPON THE
PART OF THE LESSEE THEREUNDER TO BE OBSERVED OR PERFORMED IN A COMMERCIALLY
REASONABLE MANNER, PROVIDED, HOWEVER, BORROWER SHALL NOT TERMINATE (OTHER THAN
DUE TO A MONETARY OR MATERIAL NON-MONETARY DEFAULT BY THE TENANT UNDER A MAJOR
LEASE) OR ACCEPT A SURRENDER OF A MAJOR LEASE (OTHER THAN PURSUANT TO A RIGHT OR
OPTION OF A TENANT CONTAINED THEREIN) WITHOUT LENDER'S PRIOR APPROVAL, WHICH
APPROVAL SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED; (III) SHALL NOT COLLECT
ANY OF THE RENTS MORE THAN ONE (1) MONTH IN ADVANCE (OTHER THAN SECURITY
DEPOSITS), EXCEPT AS APPROVED BY LENDER OR AS PROVIDED IN
44
LEASES THAT EXIST AS OF THE DATE HEREOF OR THAT ARE ENTERED INTO AFTER THE DATE
HEREOF IN ACCORDANCE WITH THE TERMS AND PROVISIONS OF THIS SECTION 4.1.9 AND, IF
THE AMOUNT OF ANY SUCH PREPAID RENT SHALL EQUAL OR EXCEED $250,000 FOR ANY
LEASE, THEN AS A CONDITION TO ANY APPROVAL BY LENDER FOR BORROWER TO COLLECT
SUCH RENTS MORE THAN ONE (1) MONTH IN ADVANCE, LENDER MAY REQUIRE THAT BORROWER
DEPOSIT ALL SUCH PREPAID RENTS WITH LENDER TO BE HELD IN AN INTEREST-BEARING
ACCOUNT AND APPLIED TO THE DEBT AS IT COMES DUE AND PAYABLE PURSUANT TO THE LOAN
DOCUMENTS DURING THE PERIOD REPRESENTED BY THE PREPAID RENT; (IV) SHALL NOT
EXECUTE ANY ASSIGNMENT OF LESSOR'S INTEREST IN THE LEASES OR THE RENTS (EXCEPT
AS CONTEMPLATED BY THE LOAN DOCUMENTS); AND (V) SHALL HOLD ALL SECURITY DEPOSITS
UNDER ALL LEASES IN ACCORDANCE WITH LEGAL REQUIREMENTS. UPON REQUEST, BORROWER
SHALL FURNISH LENDER WITH EXECUTED COPIES OF ALL LEASES.
(C)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS
SECTION 4.1.9:
(I)
WHENEVER LENDER'S APPROVAL OR CONSENT IS REQUIRED PURSUANT TO THE
PROVISIONS OF THIS SECTION 4.1.9, BORROWER SHALL HAVE THE RIGHT TO SUBMIT A TERM
SHEET OF SUCH TRANSACTION TO LENDER FOR LENDER'S APPROVAL, SUCH APPROVAL NOT TO
BE UNREASONABLY WITHHELD OR DELAYED. ANY SUCH TERM SHEET SUBMITTED TO LENDER
SHALL SET FORTH ALL MATERIAL TERMS OF THE PROPOSED TRANSACTION INCLUDING,
WITHOUT LIMITATION, IDENTITY OF TENANT, SQUARE FOOTAGE, TERM, RENT, RENT