TO THE PRIOR APPROVAL
OF LENDER AND ITS COUNSEL, AT BORROWER'S EXPENSE.
50
BORROWER SHALL PROMPTLY DELIVER TO LENDER 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 MORTGAGE BORROWER OR 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 CAUSE MORTGAGE BORROWER TO
PROMPTLY SEND COPIES TO LENDER OF ALL NOTICES OF DEFAULT WHICH MORTGAGE 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 MORTGAGE
BORROWER OR 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 MORTGAGE BORROWER OR 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 MORTGAGE
BORROWER OR 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 (OR CAUSE OR PERMIT MORTGAGE BORROWER OR 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, PERMIT
MORTGAGE BORROWER TO 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 MORTGAGE BORROWER OR 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