BE UNREASONABLY WITHHELD OR DELAYED. BORROWER SHALL
FURNISH AGENT WITH (1) DETAILED TERM SHEETS IN ADVANCE IN THE CASE OF ANY
LEASES, MODIFICATIONS, AMENDMENTS OR RENEWALS FOR WHICH AGENT'S CONSENT IS
REQUIRED AND (2) IN THE CASE OF ANY OTHER LEASES, MODIFICATIONS, AMENDMENTS OR
RENEWALS EXECUTED COPIES OF SUCH LEASES UPON WRITTEN REQUEST. ALL RENEWALS OR
AMENDMENTS OR MODIFICATIONS OF LEASES THAT DO NOT SATISFY THE REQUIREMENTS OF
THE FIRST SENTENCE OF THIS SECTION 5.1(Z)(II) SHALL BE SUBJECT TO THE PRIOR
APPROVAL OF AGENT. ALL LEASES EXECUTED AFTER THE DATE HEREOF SHALL PROVIDE THAT
THEY ARE SUBORDINATE TO THE MORTGAGE, AND THAT THE LESSEE AGREES TO ATTORN TO
AGENT. BORROWER,
(A)
SHALL OBSERVE AND PERFORM ALL OF THE MATERIAL OBLIGATIONS IMPOSED
UPON THE LESSOR UNDER THE LEASES AND SHALL NOT DO OR PERMIT TO BE DONE ANYTHING
TO MATERIALLY IMPAIR THE VALUE OF THE LEASES AS SECURITY FOR THE INDEBTEDNESS;
(B)
SHALL PROMPTLY SEND COPIES TO AGENT OF ALL WRITTEN NOTICES OF
DEFAULT WHICH BORROWER SHALL SEND OR RECEIVE THEREUNDER;
(C)
SHALL ENFORCE ALL OF THE MATERIAL TERMS, COVENANTS AND CONDITIONS
CONTAINED IN THE LEASES UPON THE PART OF THE LESSEE THEREUNDER TO BE OBSERVED OR
PERFORMED AND SHALL EFFECT A TERMINATION OR DIMINUTION OF THE OBLIGATIONS OF
TENANTS UNDER LEASES, ONLY IN A MANNER THAT A PRUDENT OWNER OF A SIMILAR
PROPERTY TO THE PROPERTY WOULD ENFORCE SUCH TERMS COVENANTS AND CONDITIONS OR
EFFECT SUCH TERMINATION OR DIMINUTION IN THE ORDINARY COURSE OF BUSINESS;
(D)
SHALL NOT COLLECT ANY OF THE RENTS MORE THAN ONE (1) MONTH IN
ADVANCE;
(E)
SHALL NOT EXECUTE ANY OTHER ASSIGNMENT OF LESSOR'S INTEREST IN THE
LEASES OR RENTS; AND
(F)
SHALL NOT CONVEY OR TRANSFER OR SUFFER OR PERMIT A CONVEYANCE OR
TRANSFER OF THE PROPERTY OR OF ANY INTEREST THEREIN SO AS TO EFFECT A MERGER OF
THE ESTATES AND RIGHTS OF, OR A TERMINATION OR DIMINUTION OF THE OBLIGATIONS OF,
LESSEES THEREUNDER.
97
(III)
BORROWER SHALL DEPOSIT SECURITY DEPOSITS OF LESSEES WHICH ARE
TURNED OVER TO OR FOR THE BENEFIT OF BORROWER OR OTHERWISE COLLECTED BY OR ON
BEHALF OF BORROWER, INTO AN ELIGIBLE ACCOUNT WITH THE SAME NAME AS THE
COLLECTION ACCOUNT AND SHALL NOT COMMINGLE SUCH FUNDS WITH ANY OTHER FUNDS OF
BORROWER. ANY BOND OR OTHER INSTRUMENT WHICH BORROWER IS PERMITTED TO HOLD IN
LIEU OF CASH SECURITY DEPOSITS UNDER ANY APPLICABLE LEGAL REQUIREMENTS SHALL BE
MAINTAINED IN FULL FORCE AND EFFECT UNLESS REPLACED BY CASH DEPOSITS AS
HEREINABOVE DESCRIBED, SHALL, IF PERMITTED PURSUANT TO LEGAL REQUIREMENTS, NAME
AGENT AS PAYEE OR MORTGAGEE THEREUNDER (OR AT AGENT'S OPTION, BE FULLY
ASSIGNABLE TO AGENT) AND SHALL, IN ALL RESPECTS, COMPLY WITH ANY APPLICABLE
LEGAL REQUIREMENTS AND OTHERWISE BE REASONABLY SATISFACTORY TO AGENT. BORROWER
SHALL, UPON REQUEST, PROVIDE AGENT WITH EVIDENCE REASONABLY SATISFACTORY TO
AGENT OF BORROWER'S COMPLIANCE WITH THE FOREGOING. UPON THE OCCURRENCE AND
DURING THE CONTINUANCE OF ANY EVENT OF DEFAULT, BORROWER SHALL, UPON AGENT'S
REQUEST, IF PERMITTED BY ANY APPLICABLE LEGAL REQUIREMENTS, TURN OVER TO AGENT