WITH THE LEASES AS LENDER SHALL FROM TIME TO TIME
REASONABLY REQUIRE.
NOTWITHSTANDING THE FOREGOING, BORROWER MAY, WITHOUT THE
PRIOR WRITTEN CONSENT OF LENDER, TERMINATE (OR ACCEPT A SURRENDER OF) ANY LEASE
WHICH DEMISES LESS THAN THE RELEVANT LEASING THRESHOLD UNDER ANY OF THE
FOLLOWING CIRCUMSTANCES: (I) THE TENANT UNDER SAID LEASE IS IN DEFAULT BEYOND
ANY APPLICABLE GRACE AND CURE PERIOD, AND BORROWER HAS THE RIGHT TO TERMINATE
SUCH LEASE; (II) SUCH TERMINATION IS PERMITTED BY THE TERMS OF THE LEASE IN
QUESTION AND BORROWER HAS SECURED AN OBLIGATION FROM A THIRD PARTY TO LEASE THE
SPACE UNDER THE LEASE TO BE TERMINATED AT A RENTAL EQUAL TO OR HIGHER THAN THE
RENTAL DUE UNDER THE LEASE TO BE TERMINATED; AND (III) IF THE TENANT UNDER THE
LEASE TO BE TERMINATED HAS EXECUTED A RIGHT UNDER SAID LEASE TO TERMINATE ITS
LEASE UPON PAYMENT OF A TERMINATION FEE TO BORROWER, AND HAS IN FACT TERMINATED
ITS LEASE AND PAID SAID FEE, BORROWER MAY ACCEPT SAID TERMINATION.
(B)
BORROWER SHALL (I) OBSERVE AND PERFORM THE OBLIGATIONS IMPOSED
UPON THE LESSOR UNDER THE LEASES IN A COMMERCIALLY REASONABLE MANNER;
(II) 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 ALL MATERIAL RESPECTS; (III) NOT COLLECT ANY OF THE
RENTS MORE THAN ONE (1) MONTH IN ADVANCE (OTHER THAN SECURITY DEPOSITS);
(IV) NOT EXECUTE ANY ASSIGNMENT OF LESSOR'S INTEREST IN THE LEASES OR THE RENTS
(EXCEPT AS CONTEMPLATED BY THE LOAN DOCUMENTS); AND (V) HOLD ALL SECURITY
DEPOSITS UNDER ALL LEASES IN ACCORDANCE WITH LEGAL REQUIREMENTS.
(C)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, WITHOUT
THE PRIOR WRITTEN CONSENT OF LENDER, WHICH CONSENT MAY BE WITHHELD IN LENDER'S
SOLE DISCRETION, BORROWER SHALL NOT (I) ENTER INTO AN OPERATING LEASE OR
SURRENDER, TERMINATE OR CANCEL THE OPERATING LEASE TO WHICH IT IS A PARTY;
(II) REDUCE OR CONSENT TO THE REDUCTION OF THE TERM OF THE OPERATING LEASE TO
WHICH IT IS A PARTY; (III) INCREASE OR CONSENT TO THE INCREASE OF THE AMOUNT OF
ANY CHARGES UNDER THE OPERATING LEASE TO WHICH IT IS A PARTY; (IV) MODIFY,
CHANGE, SUPPLEMENT, ALTER, REPLACE OR AMEND THE OPERATING LEASE TO WHICH IT IS A
PARTY OR WAIVE OR RELEASE ANY OF BORROWER'S RIGHTS AND REMEDIES UNDER THE
OPERATING LEASE, INCLUDING, WITHOUT LIMITATION, ANY MATERIAL DEFAULTS; OR
(V) GRANT ITS CONSENT OR APPROVAL AS MAY BE REQUESTED OR REQUIRED IN CONNECTION
WITH THE TERMS AND PROVISIONS OF THE OPERATING LEASE TO WHICH IT IS A PARTY WITH
RESPECT TO ANY MATTER THAT WOULD REQUIRE THE CONSENT OF LENDER PURSUANT TO THE
LOAN DOCUMENTS.
NOTWITHSTANDING THE FOREGOING, PROVIDED BOTH AN INDIVIDUAL
OWNER BORROWER AND INDIVIDUAL OPERATING LESSEE BORROWER ARE THE PARTIES TO THE
OPERATING LEASE AND ARE OWNED, DIRECTLY OR INDIRECTLY, BY A REAL ESTATE
INVESTMENT TRUST, LENDER SHALL NOT UNREASONABLY WITHHOLD ITS CONSENT TO CHANGES
TO THE OPERATING LEASE (INCLUDING, BUT NOT LIMITED TO, CHANGES