AGREES TO PROVIDE ADMINISTRATIVE AGENT WITH WRITTEN
NOTICE OF A TENANT "GOING DARK" UNDER SUCH TENANT'S LEASE WITHIN FIVE (5)
BUSINESS DAYS AFTER BORROWER BECOMES AWARE THAT SUCH TENANT HAS CEASED OPERATING
AND DOES NOT INTEND TO RESUME OPERATIONS.
(E)
BORROWER SHALL NOTIFY ADMINISTRATIVE AGENT IN WRITING, WITHIN
FIVE (5) BUSINESS DAYS FOLLOWING RECEIPT THEREOF, OF BORROWER'S RECEIPT OF ANY
TERMINATION FEE OR
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payment ("Lease Event Payment") paid by any Tenant under any Lease in
consideration of any termination, modification or amendment or settlement of any
Lease or any release or discharge of any Tenant under any Lease from any
obligation thereunder (a "Lease Event").
Borrower further covenants and agrees
that (i) Borrower shall hold any such Lease Event Payment in trust for the
benefit of Administrative Agent, for the benefit of Lenders, and (ii) (A) in the
event such Lease Event Payment is less than $200,000, such Lease Event Payment
shall be payable to Borrower or (B) in the event such Lease Event Payment equals
or exceeds $200,000, such Lease Event Payment shall be placed by Borrower in
reserve with Administrative Agent, for the benefit of Lenders, to be disbursed
by Administrative Agent for tenant improvement and leasing commission costs with
respect to the Property unless an Event of Default is continuing in which event
it may be applied by Administrative Agent for payment of the Debt or otherwise
in connection with the Loan and/or the Property, as so determined by
Administrative Agent, in its sole discretion.
(F)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO
THE EXTENT ADMINISTRATIVE AGENT'S PRIOR APPROVAL IS REQUIRED FOR ANY LEASING
MATTERS SET FORTH IN THIS SECTION 4.14, ADMINISTRATIVE AGENT SHALL HAVE TEN (10)
BUSINESS DAYS FROM RECEIPT OF WRITTEN REQUEST AND ALL REQUIRED INFORMATION AND
DOCUMENTATION RELATING THERETO IN WHICH TO APPROVE OR DISAPPROVE SUCH MATTER,
PROVIDED THAT SUCH REQUEST TO ADMINISTRATIVE AGENT IS MARKED AT THE TOP IN BOLD
LETTERING WITH THE FOLLOWING LANGUAGE: "ADMINISTRATIVE AGENT'S RESPONSE IS
REQUIRED WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE
TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER AND FAILURE OF
ADMINISTRATIVE AGENT TO RESPOND
SHALL RESULT IN ADMINISTRATIVE AGENT'S CONSENT
BEING DEEMED TO HAVE BEEN GRANTED" AND THE ENVELOPE CONTAINING THE REQUEST MUST
BE MARKED "PRIORITY".
BORROWER SHALL PROVIDE ADMINISTRATIVE AGENT WITH SUCH
INFORMATION AND DOCUMENTATION AS MAY BE REASONABLY REQUIRED BY ADMINISTRATIVE
AGENT, INCLUDING, WITHOUT LIMITATION, LEASE COMPARABLES AND OTHER MARKET
INFORMATION AS REASONABLY REQUIRED BY ADMINISTRATIVE AGENT.
IN THE EVENT THAT
ADMINISTRATIVE AGENT FAILS TO GRANT OR WITHHOLD ITS APPROVAL AND CONSENT TO SUCH
MAJOR LEASE ACTION WITHIN SUCH TEN (10) BUSINESS DAY PERIOD (AND, IN THE CASE OF
A WITHHOLDING OF CONSENT, STATING THE GROUNDS THEREFOR IN REASONABLE DETAIL),
THEN ADMINISTRATIVE AGENT'S APPROVAL AND CONSENT SHALL BE DEEMED TO HAVE BEEN
GRANTED.
IN ADDITION, BORROWER MAY, AT BORROWER'S OPTION, PRIOR TO DELIVERING
TO ADMINISTRATIVE AGENT A DRAFT OF ANY SUCH NEW LEASE OR LEASE MODIFICATION FOR
ADMINISTRATIVE AGENT'S APPROVAL, FIRST DELIVER