CONSIDERED AND APPROVED BY LENDER
IN CONNECTION WITH SUCH PROPOSED MAJOR SPACE LEASE OR PROPOSED RENEWAL,
EXTENSION OR MODIFICATION OF AN EXISTING MAJOR SPACE LEASE OR IF THE FORM OF
PROPOSED MAJOR SPACE LEASE REFLECTS MATERIAL REVISIONS TO THE STANDARD LEASE
FORM THAT ARE NOT EITHER (Y) REQUIRED TO REFLECT THE APPROVED TERMS AND
CONDITIONS OF THE PROPOSED MAJOR SPACE LEASE OR (Z) CONSISTENT WITH CHANGES THEN
BEING MADE GENERALLY TO LEASE DOCUMENTS IN THE THEN CURRENT LEASING MARKET FOR
COMPARABLE SPACE IN SIMILAR BUILDINGS IN THE LOCALE OF THE PROJECT IN QUESTION.
IF REQUESTED BY BORROWER WITH RESPECT TO A TENANT (I) UNDER A PROPOSED MAJOR
SPACE LEASE, AND/OR (II) THAT IS A "NATIONAL" OR "CREDIT" TENANT, LENDER AGREES
TO ENTER INTO ITS STANDARD FORM OF SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT
AGREEMENT WITH SUCH TENANT, WITH SUCH REVISIONS TO SUCH FORM AS ARE REQUESTED BY
THE PROPOSED TENANT AND ARE REASONABLY ACCEPTABLE TO LENDER.
(C)
ANY NEW SPACE LEASE OR RENEWAL, AMENDMENT AND MODIFICATION OF ANY
EXISTING SPACE LEASE THAT DOES NOT CONSTITUTE A MAJOR SPACE LEASE SHALL NOT BE
SUBJECT TO THE PRIOR APPROVAL OF LENDER; PROVIDED THAT (I) NO EVENT OF DEFAULT
EXISTS; (II) THE PROPOSED SPACE LEASE SHALL BE WRITTEN SUBSTANTIALLY IN
ACCORDANCE WITH THE STANDARD FORM OF SPACE LEASE APPROVED BY LENDER WITH RESPECT
TO THE APPLICABLE PROJECT, SUBJECT TO ARMS-LENGTH NEGOTIATED TERMS IN ACCORDANCE
WITH REASONABLE COMMERCIAL PRACTICES, (III) THE PROPOSED SPACE LEASE PROVIDE FOR
RENTAL RATES COMPARABLE TO THEN EXISTING LOCAL MARKET RATES AND TERMS AND
CONDITIONS WHICH CONSTITUTE GOOD AND PRUDENT BUSINESS PRACTICE AND ARE
CONSISTENT WITH PREVAILING MARKET TERMS AND CONDITIONS AND (IV) SHALL HAVE A
TERM (TOGETHER WITH ALL RENEWAL OPTIONS) OF NOT GREATER THAN FIFTEEN YEARS.
(D)
BORROWER (I) SHALL OBSERVE AND PERFORM ALL OF ITS MATERIAL
OBLIGATIONS UNDER THE LEASES PURSUANT TO APPLICABLE LEGAL REQUIREMENTS AND SHALL
NOT DO OR PERMIT TO BE DONE ANYTHING TO IMPAIR THE VALUE OF THE SPACE LEASES AS
SECURITY FOR THE DEBT; (II) SHALL PROMPTLY SEND COPIES TO LENDER OF ALL MATERIAL
NOTICES OF DEFAULT WHICH BORROWER SHALL RECEIVE UNDER THE SPACE LEASES;
(III) SHALL, CONSISTENT WITH THE APPROVED MANAGER STANDARD, ENFORCE THE MATERIAL
TERMS, COVENANTS AND CONDITIONS CONTAINED IN THE SPACE LEASES TO BE OBSERVED OR
PERFORMED; (IV) SHALL NOT COLLECT ANY OF THE RENTS UNDER THE SPACE LEASES MORE
THAN ONE (1) MONTH IN ADVANCE (EXCEPT THAT BORROWER MAY COLLECT IN ADVANCE SUCH
SECURITY DEPOSITS AS ARE PERMITTED PURSUANT TO APPLICABLE LEGAL REQUIREMENTS AND
ARE COMMERCIALLY REASONABLE IN THE PREVAILING MARKET); (V) SHALL NOT EXECUTE ANY
OTHER ASSIGNMENT OF LESSOR'S INTEREST IN THE SPACE LEASES OR THE RENTS EXCEPT AS
OTHERWISE EXPRESSLY PERMITTED PURSUANT TO THIS AGREEMENT; (VI) SHALL NOT CANCEL
OR TERMINATE ANY OF THE SPACE LEASES OR ACCEPT A SURRENDER THEREOF IN ANY MANNER
INCONSISTENT WITH THE APPROVED MANAGER STANDARD; (VII) SHALL NOT CONVEY,
TRANSFER OR SUFFER OR PERMIT A CONVEYANCE
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OR TRANSFER OF ALL OR ANY PART OF THE PROJECTS OR THE IMPROVEMENTS OR OF ANY