TO ANY ASSIGNMENT OF OR SUBLETTING UNDER
ANY MATERIAL LEASE UNLESS REQUIRED IN ACCORDANCE WITH ITS TERMS WITHOUT THE
PRIOR WRITTEN CONSENT OF LENDER, WHICH, WITH RESPECT TO A SUBLETTING, MAY NOT,
SO LONG AS NO EVENT OF DEFAULT IS CONTINUING,
BE UNREASONABLY WITHHELD OR
DELAYED; AND
(IX) SHALL NOT CANCEL OR TERMINATE ANY LEASE OR ACCEPT A SURRENDER
THEREOF (EXCEPT IN THE EXERCISE OF BORROWER'S COMMERCIALLY REASONABLE JUDGMENT
IN CONNECTION WITH A TENANT DEFAULT UNDER A MINOR LEASE OR AS EXPRESSLY
PERMITTED UNDER THE TERMS OF SUCH LEASE IN ACCORDANCE WITH SECTION 5.10.3(D))
WITHOUT THE PRIOR WRITTEN CONSENT OF LENDER, WHICH CONSENT SHALL NOT, SO LONG AS
NO EVENT OF DEFAULT IS CONTINUING, BE UNREASONABLY WITHHELD OR DELAYED.
5.11
ESTOPPEL STATEMENT. AFTER REQUEST BY LENDER, BORROWER SHALL WITHIN
TEN (10) DAYS FURNISH LENDER WITH A STATEMENT ADDRESSED TO LENDER, ITS
SUCCESSORS AND ASSIGNS, DULY
40
ACKNOWLEDGED AND CERTIFIED, SETTING FORTH (I) THE UNPAID PRINCIPAL, (II) THE
INTEREST RATE, (III) THE DATE INSTALLMENTS OF INTEREST AND/OR PRINCIPAL WERE
LAST PAID, (IV) ANY OFFSETS OR DEFENSES TO THE PAYMENT OF THE DEBT, AND (V) THAT
THE LOAN DOCUMENTS ARE VALID, LEGAL AND BINDING OBLIGATIONS AND HAVE NOT BEEN
MODIFIED OR IF MODIFIED, GIVING PARTICULARS OF SUCH MODIFICATION.
5.12
PROPERTY MANAGEMENT.
5.12.1
MANAGEMENT AGREEMENT. BORROWER SHALL (I) CAUSE THE PROPERTY TO BE
MANAGED PURSUANT TO THE MANAGEMENT AGREEMENT; (II) PROMPTLY PERFORM AND OBSERVE
ALL OF THE COVENANTS REQUIRED TO BE PERFORMED AND OBSERVED BY IT UNDER THE
MANAGEMENT AGREEMENT AND DO ALL THINGS NECESSARY TO PRESERVE AND TO KEEP
UNIMPAIRED ITS RIGHTS THEREUNDER; (III) PROMPTLY NOTIFY LENDER OF ANY DEFAULT
UNDER THE MANAGEMENT AGREEMENT OF WHICH IT IS AWARE; (IV) PROMPTLY DELIVER TO
LENDER A COPY OF EACH FINANCIAL STATEMENT, BUSINESS PLAN, CAPITAL EXPENDITURE
PLAN, AND PROPERTY IMPROVEMENT PLAN AND ANY OTHER NOTICE, REPORT AND ESTIMATE
RECEIVED BY BORROWER UNDER THE MANAGEMENT AGREEMENT; AND (V) PROMPTLY ENFORCE
THE PERFORMANCE AND OBSERVANCE OF ALL OF THE COVENANTS REQUIRED TO BE PERFORMED
AND OBSERVED BY MANAGER UNDER THE MANAGEMENT AGREEMENT. WITHOUT LENDER'S PRIOR
WRITTEN CONSENT, BORROWER SHALL NOT (A) SURRENDER, TERMINATE, CANCEL, EXTEND OR
RENEW THE MANAGEMENT AGREEMENT (OTHER THAN EXTENSIONS OR RENEWALS PURSUANT TO
THE EXPRESS RENEWAL/EXTENSION PROVISIONS SET FORTH IN THE MANAGEMENT AGREEMENT
ON THE SAME TERMS AND CONDITIONS SET FORTH THEREIN (AS IN EFFECT ON THE DATE
HEREOF, OR AS HEREAFTER AMENDED OR MODIFIED IN ACCORDANCE WITH THE TERMS AND
CONDITIONS SET FORTH IN THIS AGREEMENT)) OR OTHERWISE REPLACE THE MANAGER OR
ENTER INTO ANY OTHER MANAGEMENT AGREEMENT (EXCEPT PURSUANT TO SECTION 5.12.2
BELOW); (B) REDUCE OR CONSENT TO THE REDUCTION OF THE TERM OF THE MANAGEMENT
AGREEMENT; (C) INCREASE OR CONSENT TO THE INCREASE OF THE AMOUNT OF ANY CHARGES
UNDER THE MANAGEMENT AGREEMENT; (D) OTHERWISE MODIFY, CHANGE, SUPPLEMENT, ALTER
OR AMEND IN ANY MATERIAL RESPECT, OR WAIVE OR RELEASE ANY OF ITS RIGHTS AND
REMEDIES UNDER, THE MANAGEMENT AGREEMENT; (E) SUFFER OR PERMIT THE OCCURRENCE
AND CONTINUANCE OF A DEFAULT BEYOND ANY APPLICABLE CURE PERIOD UNDER THE
MANAGEMENT