ANY TENANT MAY HAVE AGAINST THE BORROWER OR MORTGAGE
PROPERTY OWNER, (IV) ANY OBLIGATION ON THE BORROWER'S OR MORTGAGE PROPERTY
OWNER'S PART, PURSUANT TO SUCH LEASE, TO PERFORM ANY TENANT IMPROVEMENT WORK OR
(V) ANY OBLIGATION ON THE BORROWER'S OR MORTGAGE PROPERTY OWNER'S PART, PURSUANT
TO SUCH LEASE, TO PAY ANY SUM OF MONEY TO ANY TENANT. EACH SUCH NEW LEASE SHALL
ALSO PROVIDE THAT, UPON THE REASONABLE REQUEST BY THE ADMINISTRATIVE AGENT
51
OR SUCH SUCCESSOR IN INTEREST, THE TENANT SHALL EXECUTE AND DELIVER AN
INSTRUMENT OR INSTRUMENTS CONFIRMING SUCH ATTORNMENT.
(H)
NON-DISTURBANCE AGREEMENTS. THE ADMINISTRATIVE
AGENT SHALL ENTER INTO, AND, IF REQUIRED BY APPLICABLE LAW TO PROVIDE
CONSTRUCTIVE NOTICE OR REQUESTED BY A TENANT, RECORD IN THE COUNTY WHERE THE
SUBJECT MORTGAGED PROPERTY IS LOCATED, A SUBORDINATION, ATTORNMENT AND
NON-DISTURBANCE AGREEMENT, SUBSTANTIALLY IN FORM AND SUBSTANCE SUBSTANTIALLY
SIMILAR TO THE FORM ATTACHED HERETO AS EXHIBIT G (A "NON-DISTURBANCE
AGREEMENT"), WITH ANY TENANT (OTHER THAN AN AFFILIATE OF THE BORROWER) ENTERING
INTO A NEW LEASE PERMITTED HEREUNDER OR OTHERWISE CONSENTED TO BY THE
ADMINISTRATIVE AGENT WITHIN TEN (10) BUSINESS DAYS AFTER WRITTEN REQUEST
THEREFOR BY THE BORROWER, PROVIDED THAT, SUCH REQUEST IS ACCOMPANIED BY AN
OFFICER'S CERTIFICATE STATING THAT SUCH LEASE COMPLIES IN ALL MATERIAL RESPECTS
WITH THIS SECTION 7.5(4). ALL REASONABLE THIRD PARTY COSTS AND EXPENSES INCURRED
BY THE ADMINISTRATIVE AGENT IN CONNECTION WITH THE NEGOTIATION, PREPARATION,
EXECUTION AND DELIVERY OF ANY NON-DISTURBANCE AGREEMENT, INCLUDING, WITHOUT
LIMITATION, REASONABLE ATTORNEYS' FEES AND DISBURSEMENTS, SHALL BE PAID BY THE
BORROWER (IN ADVANCE, IF REQUESTED BY THE ADMINISTRATIVE AGENT).
THE
SUBORDINATION OF ANY OPERATING LEASE WITH AN OPERATING NON-AFFILIATE MAY BE
SUBJECT TO THIS UNDERTAKING ON BEHALF OF THE LENDERS.
7.6
Interest Rate Cap Agreements.
(1)
INTEREST RATE CAP AGREEMENTS.
THE BORROWER
SHALL MAINTAIN THE INITIAL RATE CAP AGREEMENT IN EFFECT, WITHOUT REDUCTION TO
REFLECT PREPAYMENTS OF PRINCIPAL AMOUNTS OF THE LOAN, THROUGH AND INCLUDING THE
INITIAL MATURITY DATE.
PRIOR TO ANY EXTENSION OF THE INITIAL MATURITY DATE
PURSUANT TO SECTION 1.4, THE BORROWER SHALL ENTER INTO THE EXTENSION RATE CAP
AGREEMENT, AND SHALL MAINTAIN THE EXTENSION RATE CAP AGREEMENT IN EFFECT,
WITHOUT REDUCTION TO REFLECT PREPAYMENTS OF PRINCIPAL AMOUNTS OF THE LOAN,
THROUGH AND INCLUDING THE EXTENDED MATURITY DATE. AT ALL TIMES, THE BORROWER
SHALL ENTER INTO AND MAINTAIN SUCH ADDITIONAL INTEREST RATE AGREEMENTS AS SHALL
BE NECESSARY TO ENSURE THAT NOT LESS THAN 65% OF ALL INTEREST-BEARING
INDEBTEDNESS OF BORROWER AND ITS SUBSIDIARIES ACCRUES INTEREST AT A FIXED OR
HEDGED RATE.
(2)
PLEDGE AND COLLATERAL ASSIGNMENT.
BORROWER
SHALL ENTER INTO AN ASSIGNMENT OF INTEREST RATE CAP COLLATERAL WITH RESPECT TO
EACH INTEREST RATE CAP AGREEMENT AND HEREBY PLEDGES, ASSIGNS, TRANSFERS,
DELIVERS AND GRANTS A CONTINUING FIRST PRIORITY LIEN TO THE ADMINISTRATIVE
AGENT, AS SECURITY FOR PAYMENT OF ALL SUMS DUE IN RESPECT OF THE LOAN AND THE
PERFORMANCE OF ALL OTHER TERMS, CONDITIONS AND COVENANTS OF THIS AGREEMENT AND
ANY OTHER LOAN DOCUMENT ON THE BORROWER'S PART TO BE PAID AND PERFORMED, IN, TO
AND UNDER ALL OF