THE LEASE OR (B) LENDER'S INTEREST IN THE PLEDGE AGREEMENT OR THE
OTHER LOAN DOCUMENTS, (II) [INTENTIONALLY OMITTED] OR (III) IS NOT FULLY
EXECUTED WITHIN ONE HUNDRED TWENTY (120) DAYS AFTER THE LEASE TERM SHEET IS
RECEIVED BY LENDER; PROVIDED, HOWEVER, THAT (X) NOTHING CONTAINED IN THIS
SENTENCE SHALL BE CONSTRUED TO REQUIRE LENDER'S APPROVAL OF ANY LEASE FOR WHICH
APPROVAL IS NOT REQUIRED BY THE OTHER PROVISIONS OF THIS SECTION 5.1.17, (Y)
BORROWER SHALL CAUSE MORTGAGE BORROWER TO DELIVER TO LENDER COPIES OF THE
FOLLOWING:
(1) THE FULLY-EXECUTED LEASE ENTERED INTO BY MORTGAGE BORROWER IN
ACCORDANCE WITH THIS SECTION 5.1.17 AND (2) THE FINAL LEASE TERM SHEET, IF ANY
(TO THE EXTENT THAT SUCH FINAL LEASE TERM SHEET CONTAINS REVISIONS OR CHANGES
THAT WERE NOT CONTAINED IN THE LEASE TERM SHEET INITIALLY REVIEWED AND APPROVED
OR DEEMED APPROVED BY LENDER IN ACCORDANCE WITH THIS SECTION 5.1.17(A)), AND (Z)
MORTGAGE BORROWER'S DELIVERY OF THE DOCUMENTS REFERRED TO IN (Y) ABOVE SHALL BE
DEEMED TO BE BORROWER'S CERTIFICATION THAT THE TERMS AND CONDITIONS OF THIS
SECTION 5.1.17 HAVE BEEN SATISFIED.
(B)
BORROWER SHALL CAUSE MORTGAGE BORROWER TO
(I) OBSERVE AND PERFORM ALL THE OBLIGATIONS IMPOSED UPON THE LESSOR UNDER THE
LEASES IN ALL MATERIAL RESPECTS 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) PROMPTLY
SEND COPIES TO LENDER OF ALL NOTICES OF DEFAULT WHICH MORTGAGE BORROWER SHALL
SEND OR RECEIVE THEREUNDER; (III) ENFORCE IN A COMMERCIALLY REASONABLE MANNER
ALL OF THE MATERIAL TERMS, COVENANTS AND CONDITIONS CONTAINED IN THE LEASES UPON
THE PART OF THE TENANT THEREUNDER TO BE OBSERVED OR PERFORMED (EXCEPT FOR
TERMINATION OF A MAJOR LEASE WHICH, EXCEPT AS OTHERWISE PROVIDED IN
SECTION 5.1.17(D) HEREOF, SHALL REQUIRE LENDER'S PRIOR APPROVAL, SUCH APPROVAL
NOT TO BE UNREASONABLY WITHHELD, DELAYED OR CONDITIONED); (IV) NOT COLLECT ANY
OF THE RENTS MORE THAN ONE (1) MONTH IN ADVANCE EXCEPT SECURITY DEPOSITS AND
PREPAYMENTS OF FIRST MONTH'S AND LAST MONTH'S RENT SHALL NOT BE DEEMED RENTS
COLLECTED IN ADVANCE; (V) DEPOSIT OR CAUSE TO BE DEPOSITED ALL LEASE TERMINATION
PAYMENTS RELATING TO COMMERCIAL LEASES, IF ANY, INTO AN ACCOUNT DESIGNATED BY
LENDER, IF REQUIRED BY LENDER, NOT LATER THAN THE FIRST BUSINESS DAY AFTER
MORTGAGE BORROWER'S RECEIPT THEREOF; (VI) NOT EXECUTE ANY OTHER ASSIGNMENT OF
THE LESSOR'S INTEREST IN ANY OF THE LEASES OR THE RENTS (EXCEPT AS CONTEMPLATED
BY THE MORTGAGE LOAN DOCUMENTS); AND (VII) NOT CONSENT TO ANY ASSIGNMENT OF OR
SUBLETTING UNDER ANY MAJOR LEASES RELATING TO COMMERCIAL SPACE NOT IN ACCORDANCE
WITH THEIR TERMS, WITHOUT THE PRIOR WRITTEN CONSENT OF LENDER (SUCH APPROVAL NOT
TO BE UNREASONABLY WITHHELD, DELAYED OR CONDITIONED AND TO BE DEEMED GRANTED IF
LENDER SHALL NOT HAVE DISAPPROVED SUCH ASSIGNMENT OR SUBLETTING IN WRITING
WITHIN TEN (10) BUSINESS DAYS AFTER BORROWER'S REQUEST FOR LENDER'S APPROVAL,
PROVIDED LENDER IS ENTITLED TO LENDER'S APPROVAL EXTENSION PERIOD AND SUCH
REQUEST FOR APPROVAL COMPLIES WITH SECTION 5.1.17(G) HEREOF).
(C)
BORROWER MAY, WITHOUT