FOR ANY AMENDMENT REFLECTING THE TENANT'S UNILATERAL EXERCISE OF A
RENEWAL OR EXPANSION OR TERMINATION OPTION SET FORTH IN ITS LEASE AS OF THE DATE
HEREOF OR A LEASE OR LEASE MODIFICATION SUBSEQUENTLY APPROVED OR OTHERWISE
ENTERED INTO IN ACCORDANCE WITH THE TERMS HEREOF AND ANY SUCH AMENDMENT SHALL
NOT BE DEEMED A LEASE MODIFICATION FOR ANY PURPOSE HEREOF.
(B)
NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY,
BORROWER SHALL HAVE THE RIGHT TO TERMINATE ANY LEASE AND NO CONSENT OF LENDER
SHALL BE REQUIRED IN RESPECT OF SUCH TERMINATION, PROVIDED
THAT (I) BORROWER IS
SIMULTANEOUSLY REPLACING SUCH TERMINATED LEASE WITH A LEASE (FOR ALL OR
SUBSTANTIALLY ALL OF THE SPACE WHICH WAS COVERED BY THE LEASE BEING TERMINATED)
THAT EITHER (X) HAS BEEN APPROVED OR DEEMED APPROVED BY LENDER IF REQUIRED IN
ACCORDANCE WITH THIS SECTION 8.7
OR (Y) OTHERWISE MEETS THE REQUIREMENTS OF
THIS SECTION 8.7, OR (II) THE APPLICABLE TENANT IS IN DEFAULT THEREUNDER BEYOND
ANY APPLICABLE NOTICE AND GRACE PERIODS.
8.7.5
SECURITY DEPOSITS.
ALL SECURITY OR OTHER DEPOSITS OF TENANTS OF THE
PROPERTY SHALL BE HELD IN ACCORDANCE WITH APPLICABLE LEGAL REQUIREMENTS.
WITHIN
TEN (10) BUSINESS DAYS AFTER WRITTEN REQUEST BY LENDER, SUCH REQUEST NOT TO
OCCUR MORE THAN TWICE A YEAR IN THE ABSENCE OF AN EXISTING EVENT OF DEFAULT,
BORROWER SHALL FURNISH TO LENDER A STATEMENT OF ALL LEASE SECURITIES DEPOSITED
WITH BORROWER BY THE TENANTS AND THE LOCATION AND ACCOUNT NUMBER OF THE
93
account in which such security deposits are held.
Schedule 8.7.5 contains a
true, correct and complete list of all security deposits and the amounts
thereof, currently in Borrower's possession and the location thereof.
8.7.6
NO DEFAULT UNDER LEASES.
BORROWER SHALL (A) PROMPTLY PERFORM AND OBSERVE
ALL OF THE MATERIAL TERMS, COVENANTS AND CONDITIONS REQUIRED TO BE PERFORMED AND
OBSERVED BY BORROWER UNDER THE LEASES, (B) EXERCISE, WITHIN FIFTEEN (15)
BUSINESS DAYS AFTER A WRITTEN REQUEST BY LENDER MADE NOT MORE THAN ONE (1) TIME
IN ANY EIGHTEEN (18) MONTH PERIOD, ANY RIGHT TO REQUEST FROM THE TENANT UNDER
ANY LEASE A CERTIFICATE WITH RESPECT TO THE STATUS THEREOF, AND (C) NOT COLLECT
ANY OF THE RENTS MORE THAN ONE (1) MONTH IN ADVANCE (EXCEPT THAT BORROWER MAY
COLLECT SUCH SECURITY DEPOSITS AND LAST MONTH'S RENTS AS ARE PERMITTED BY LEGAL
REQUIREMENTS AND ARE COMMERCIALLY REASONABLE IN THE PREVAILING MARKET AND
COLLECT OTHER CHARGES IN ACCORDANCE WITH THE TERMS OF EACH LEASE).
8.7.7
SUBORDINATION.
SUBJECT TO SECTION 8.7.9, ALL LEASE MODIFICATIONS AND
NEW LEASES ENTERED INTO BY BORROWER AFTER THE DATE HEREOF SHALL BE SUBJECT AND
SUBORDINATE TO THIS AGREEMENT AND THE MORTGAGE (THROUGH A SUBORDINATION
PROVISION CONTAINED IN SUCH LEASE OR OTHERWISE) AND SHALL PROVIDE THAT THE
PERSON HOLDING ANY RIGHTS THEREUNDER SHALL ATTORN TO LENDER OR ANY OTHER PERSON
SUCCEEDING TO THE INTERESTS OF LENDER UPON THE EXERCISE OF ITS REMEDIES
HEREUNDER OR ANY TRANSFER IN LIEU THEREOF ON THE TERMS SET FORTH IN THIS SECTION
8.7.
8.7.8
ATTORNMENT.
SUBJECT TO SECTION 8.7.9, EACH LEASE MODIFIED BY A