SHALL NOT CONTAIN ANY TERMS WHICH WOULD MATERIALLY ADVERSELY AFFECT
LENDER'S RIGHTS UNDER THE LOAN DOCUMENTS.
ALL LEASES EXECUTED AFTER THE DATE
HEREOF SHALL PROVIDE THAT THEY ARE SUBORDINATE TO THE MORTGAGE AND
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THAT THE LESSEE AGREES TO ATTORN TO LENDER OR ANY PURCHASER AT A SALE BY
FORECLOSURE OR POWER OF SALE, PROVIDED THAT, WITH RESPECT TO MAJOR LEASES AND
EXCEPT WITH RESPECT TO THE HRHI LEASE, LENDER PROVIDES COMMERCIALLY REASONABLE
NON-DISTURBANCE LANGUAGE.
BORROWERS (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 AND IN A MANNER NOT TO IMPAIR THE
VALUE OF ANY PROPERTY INVOLVED, EXCEPT THAT NO TERMINATION BY ANY BORROWER OR
ACCEPTANCE OF SURRENDER BY A TENANT OF ANY MAJOR LEASE (INCLUDING, WITHOUT
LIMITATION, THE HRHI LEASE) WILL BE PERMITTED WITHOUT THE CONSENT OF LENDER;
(III) SHALL NOT COLLECT ANY OF THE RENTS MORE THAN ONE (1) MONTH IN ADVANCE
(OTHER THAN SECURITY DEPOSITS); (IV) SHALL NOT EXECUTE ANY OTHER ASSIGNMENT OF
LESSOR'S INTEREST IN THE LEASES OR THE RENTS (EXCEPT AS CONTEMPLATED BY THE LOAN
DOCUMENTS); AND (V) SHALL NOT ALTER, MODIFY OR CHANGE THE TERMS OF (A) THE HRHI
LEASE OTHER THAN ANY MINISTERIAL, NON-MONETARY AMENDMENT OR MODIFICATION, OR (B)
ANY OTHER MAJOR LEASE IN ANY MATERIAL MANNER, IN EACH OF THE FOREGOING
INSTANCES, WITHOUT THE PRIOR WRITTEN APPROVAL OF LENDER, NOT TO BE UNREASONABLY
WITHHELD.
TO THE EXTENT LENDER'S APPROVAL IS REQUIRED PURSUANT TO THIS SECTION
5.1.21, LENDER SHALL ENDEAVOR TO RESPOND TO A REQUEST FOR LENDER'S APPROVAL
WITHIN TEN (10) BUSINESS DAYS AFTER BORROWERS' WRITTEN REQUEST THEREFOR,
DELIVERED TOGETHER WITH ANY DOCUMENTS OR INFORMATION REQUIRED TO BE PROVIDED BY
BORROWERS HEREUNDER IN CONNECTION WITH LENDER'S REVIEW OF THE PROPOSED MAJOR
LEASE, MAJOR LEASE AMENDMENT OR MAJOR LEASE TERMINATION.
IF THE CORRESPONDENCE
FROM BORROWERS REQUESTING SUCH APPROVAL CONTAINS THE FOLLOWING STATEMENT AT THE
TOP OF THE FIRST PAGE THEREOF IN CAPITALIZED, BOLDFACED, 14 POINT TYPE
LETTERING: "IF YOU FAIL TO RESPOND TO OR TO EXPRESSLY DENY THIS REQUEST FOR
APPROVAL IN WRITING WITHIN TEN (10) BUSINESS DAYS, YOUR APPROVAL SHALL BE DEEMED
GIVEN", AND IF LENDER SHALL FAIL TO RESPOND TO OR TO EXPRESSLY DENY SUCH REQUEST
FOR APPROVAL IN WRITING (STATING IN REASONABLE DETAIL THE REASON FOR SUCH
DISAPPROVAL) WITHIN TEN (10) BUSINESS DAYS AFTER RECEIPT OF BORROWERS' WRITTEN
REQUEST THEREFOR TOGETHER WITH THE DOCUMENTS AND INFORMATION REQUIRED ABOVE AND
ANY OTHER INFORMATION REASONABLY REQUESTED BY LENDER IN WRITING PRIOR TO THE
EXPIRATION OF SUCH TEN (10) BUSINESS DAY PERIOD IN ORDER TO ADEQUATELY REVIEW
THE SAME, THEN BORROWERS SHALL RE-SUBMIT SUCH PROPOSED MAJOR LEASE, MAJOR LEASE
AMENDMENT OR MAJOR LEASE TERMINATION AND ACCOMPANYING INFORMATION TO LENDER WITH
A REQUEST FOR APPROVAL CONTAINING THE FOLLOWING STATEMENT AT THE TOP OF THE
FIRST PAGE THEREOF IN CAPITALIZED, BOLDFACED, 14 POINT TYPE LETTERING: