LEASE WITH A NON-AFFILIATED
LESSEE, CAUSE MORTGAGE BORROWER TO TERMINATE SUCH OPERATING LEASE TO THE EXTENT
PERMITTED UNDER THE TERMS OF SUCH OPERATING LEASE UNDER AND IN ACCORDANCE WITH
TERMS OF THE APPLICABLE SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT.
(C)
BORROWER SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF LENDER
(WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED)
PERMIT OR CAUSE MORTGAGE BORROWER TO: (I) SURRENDER, TERMINATE OR CANCEL ANY
OPERATING LEASE OR OTHERWISE REPLACE ANY OPERATING LESSEE OR ENTER INTO ANY
OTHER OPERATING LEASE WITH RESPECT TO ANY PROPERTY; (II) REDUCE OR CONSENT TO
THE REDUCTION OF THE TERM OF ANY OPERATING LEASE; OR (III) ENTER INTO, RENEW,
AMEND, MODIFY, WAIVE ANY PROVISIONS OF , REDUCE RENTS UNDER, OR SHORTEN THE TERM
OF ANY OPERATING LEASE.
(D)
BORROWER SHALL (OR SHALL CAUSE MORTGAGE BORROWER TO) ENSURE THAT
ANY REPLACEMENT OPERATING LESSEE SHALL IN ALL EVENTS BE A QUALIFIED LESSEE, AND
SHALL BE A PARTY TO AN OPERATING LEASE APPROVED IN WRITING BY LENDER, IN ITS
REASONABLE DISCRETION AND SHALL BE APPROVED BY MORTGAGE LENDER IN ACCORDANCE
WITH THE MORTGAGE LOAN DOCUMENTS. IN ADDITION, ANY NEW OR REPLACEMENT OPERATING
LESSEE (I) AFFILIATED WITH BORROWER, SHALL EXECUTE A FORM OF SUBORDINATION AND
ATTORNMENT AGREEMENT IN FORM SUBSTANTIALLY SIMILAR TO THE FORM DELIVERED IN
CONNECTION WITH THE CLOSING OF THE LOAN AND (II) NOT AFFILIATED WITH BORROWER,
SHALL EXECUTE A OF SUBORDINATION AND ATTORNMENT AGREEMENT IN FORM REASONABLY
ACCEPTABLE TO LENDER.
(E)
OTHER THAN ANY NEW OR REPLACEMENT OPERATING LEASE, BORROWER MAY
PERMIT MORTGAGE BORROWER TO ENTER INTO A PROPOSED LEASE (INCLUDING THE RENEWAL
OR EXTENSION OF AN EXISTING LEASE (A "RENEWAL LEASE")) (OR CAUSE OR PERMIT ANY
OPERATING LESSEE TO ENTER INTO A PROPOSED LEASE OR RENEWAL LEASE) WITHOUT THE
PRIOR WRITTEN CONSENT OF LENDER, PROVIDED SUCH PROPOSED LEASE OR RENEWAL LEASE
(I) PROVIDES FOR RENTAL RATES AND TERMS COMPARABLE TO EXISTING LOCAL MARKET
RATES AND TERMS (TAKING INTO ACCOUNT THE TYPE AND QUALITY OF THE TENANT) AS OF
THE DATE SUCH LEASE IS EXECUTED BY MORTGAGE BORROWER OR OPERATING LESSEE, AS THE
CASE MAY BE (UNLESS, IN THE CASE OF A RENEWAL LEASE, THE RENT PAYABLE DURING
SUCH RENEWAL, OR A FORMULA OR OTHER METHOD TO COMPUTE SUCH RENT, IS PROVIDED FOR
OR CONTEMPLATED IN THE ORIGINAL LEASE), (II) IS AN ARM'S-LENGTH TRANSACTION WITH
A BONA FIDE, INDEPENDENT THIRD PARTY TENANT, (III) DOES NOT HAVE A MATERIALLY
ADVERSE EFFECT ON THE VALUE OF THE APPLICABLE PROPERTY TAKEN AS A WHOLE,
(IV) DOES NOT CONTAIN ANY OPTION, OFFER, RIGHT OF FIRST REFUSAL, OR OTHER
SIMILAR RIGHT TO ACQUIRE ALL OR ANY PORTION OF THE APPLICABLE PROPERTY, (V) HAS
A BASE TERM OF LESS THAN FIFTEEN (15) YEARS INCLUDING OPTIONS TO RENEW, (VI) AS
TO MAJOR LEASES, HAS NO RENT, CREDITS, FREE RENTS OR CONCESSIONS GRANTED
THEREUNDER, AND (VII) AS TO MAJOR LEASES, IS WRITTEN ON CUSTOMARY FORM OF LEASE
REASONABLY ACCEPTABLE TO LENDER.
ALL PROPOSED LEASES WHICH DO NOT SATISFY THE
REQUIREMENTS SET FORTH IN THIS SUBSECTION SHALL BE SUBJECT