OTHER PERMITTED
LEASE, AND BORROWER SHALL DELIVER TO AGENT A CERTIFICATION TO SUCH EFFECT SIGNED
BY BORROWER.
(VII)
EXCEPT IN RESPECT OF A PERMITTED LEASE SATISFYING THE CONDITIONS
SET FORTH IN SECTION 7.14(B)(II)(A), AND SUBJECT TO CLAUSES (B)(I) AND (B)(II)
ABOVE, AS APPLICABLE, THE PERMITTED LEASE CONTAINS TERMS THAT ARE COMMERCIALLY
REASONABLE AND CUSTOMARY IN RESPECT OF SIMILARLY SITUATED TENANTS OF SPACE OF
THE SIZE AND QUALITY TO BE DEMISED UNDER THE PROPOSED PERMITTED LEASE, AND THE
RENT AND OTHER AMOUNTS OWED THEREUNDER CONSTITUTE NOT LESS THAN FAIR RENTAL
VALUE FOR THE SPACE TO BE DEMISED THEREUNDER.
FOR PURPOSES OF THIS CLAUSE
(VII), EVIDENCE OF "COMMERCIALLY REASONABLE AND CUSTOMARY" TERMS AND "FAIR
MARKET VALUE" MAY BE PROVIDED BY THE OPINION OF TWO (2) OR MORE REAL ESTATE
PROFESSIONALS.
(C)
ALL LEASES OF SPACE IN THE UNITS AND COMMON ELEMENTS (OTHER THAN
SUBORDINATE LEASES) MUST BE IN A FORM AS MAY BE REASONABLY ACCEPTABLE TO AGENT.
IN THE EVENT THAT AGENT SHALL FAIL TO APPROVE OR DISAPPROVE OF ANY PROPOSAL WITH
RESPECT TO A LEASE (OTHER THAN A SUBORDINATE LEASE) MADE UNDER THIS SECTION 7.14
WITHIN TEN (10) BUSINESS DAYS AFTER RECEIPT BY AGENT OF A NOTICE FROM BORROWER
SPECIFYING THAT IF AGENT FAILS TO APPROVE OR DISAPPROVE SUCH PROPOSAL, SUCH
APPROVAL SHALL BE DEEMED GIVEN, AND PROVIDED THAT AGENT SHALL HAVE BEEN PROVIDED
WITH ALL MATERIAL INFORMATION NECESSARY IN THE REASONABLE OPINION OF AGENT TO
MAKE SUCH DETERMINATION INCLUDING, WITHOUT LIMITATION, THE FINAL FORM OF THE
PROPOSED LEASE (AND IF THE APPROVAL RELATES TO A NEW LEASE, A SUMMARY OF THE
MATERIAL TERMS THEREOF), AND ALL OTHER MATERIAL AND/OR NECESSARY FINANCIAL DATA
ON THE POTENTIAL TENANT, AS REASONABLY DETERMINED BY AGENT, AGENT SHALL BE
DEEMED TO HAVE APPROVED SUCH PROPOSAL.
ANY NEW LEASE, AND ANY MODIFICATION,
AMENDMENT, EXTENSION OR ALTERATION TO ANY LEASE, SHALL BE DELIVERED TO
86
AGENT PROMPTLY AFTER EXECUTION BY BORROWER OR THE APPLICABLE MEMBER AND THE
TENANT THEREUNDER.
BORROWER SHALL PAY ALL REASONABLE ATTORNEYS' FEES AND
DISBURSEMENTS INCURRED BY AGENT IN CONNECTION WITH THE REVIEW OF PROPOSED LEASES
BY AGENT'S COUNSEL.
NO SUBORDINATE LEASE, OR ANY AMENDMENT THERETO, SHALL BE
ENTERED INTO UNLESS AGENT IS GIVEN NOT LESS THAN FIVE (5) BUSINESS DAYS' NOTICE
THEREOF.
(D)
ALL INFORMATION IN ALL REQUESTS FOR LEASE APPROVALS SHALL BE TRUE
AND CORRECT IN ALL MATERIAL RESPECTS.
SECTION 7.15
BOOKS AND RECORDS.
TO KEEP AND MAINTAIN DETAILED,
COMPLETE AND ACCURATE BOOKS, RECORDS AND ACCOUNTS, ON A FISCAL YEAR BASIS,
REFLECTING ALL OF ITS FINANCIAL AFFAIRS AND ALL ITEMS OF INCOME AND EXPENSE OF
BORROWER IN CONNECTION WITH THE PROPERTY AND THE CONSTRUCTION OF THE PROJECT IN
ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES CONSISTENTLY APPLIED
AND THE RESULTS OF THE OPERATION THEREOF.
SECTION 7.16
FINANCIAL STATEMENTS AND OTHER INFORMATION.
(A)
TO
FURNISH AGENT THE FOLLOWING:
(I)
QUARTERLY STATEMENTS.
(A) FROM AND AFTER THE FISCAL YEAR QUARTER
FOLLOWING THE FISCAL YEAR QUARTER IN WHICH SUBSTANTIAL COMPLETION OCCURS, WITHIN
FORTY-FIVE (45) DAYS AFTER THE CLOSE OF EACH FISCAL YEAR QUARTER, AN UNAUDITED