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;
(VIII) SHALL NOT, WITHOUT LENDER'S PRIOR WRITTEN APPROVAL (NOT TO BE
UNREASONABLY WITHHELD, CONDITIONED OR DELAYED) ALTER, MODIFY OR CHANGE THE
MATERIAL TERMS OF ANY GUARANTY OF ANY MAJOR SPACE LEASE OR CANCEL OR TERMINATE
ANY SUCH GUARANTY; (IX) SHALL, IN ACCORDANCE WITH THE APPROVED MANAGER STANDARD,
MAKE ALL REASONABLE EFFORTS TO SEEK LESSEES FOR SPACE AS IT BECOMES VACANT AND
ENTER INTO SPACE LEASES IN ACCORDANCE WITH THE TERMS HEREOF; (X) SHALL NOT,
WITHOUT LENDER'S PRIOR WRITTEN APPROVAL (NOT TO BE UNREASONABLY WITHHELD,
CONDITIONED OR DELAYED) MATERIALLY MODIFY, ALTER OR AMEND ANY MAJOR SPACE LEASE
OR PROPERTY AGREEMENT; AND (XI) SHALL, WITHOUT LIMITATION TO ANY OTHER PROVISION
HEREOF, EXECUTE AND DELIVER AT THE REQUEST OF LENDER ALL SUCH FURTHER
ASSURANCES, CONFIRMATIONS AND ASSIGNMENTS IN CONNECTION WITH THE PROJECTS AS ARE
REQUIRED HEREIN AND AS LENDER SHALL FROM TIME TO TIME REASONABLY REQUIRE.
(E)
ALL SECURITY DEPOSITS OF LESSEES, WHETHER HELD IN CASH OR ANY
OTHER FORM, SHALL BE TREATED BY BORROWER AS TRUST FUNDS, BUT SHALL NOT BE
COMMINGLED WITH ANY OTHER FUNDS OF BORROWER AND, IF CASH, SHALL BE DEPOSITED BY
BORROWER IN THE SECURITY DEPOSIT ACCOUNT. ANY BOND OR OTHER INSTRUMENT WHICH
BORROWER IS PERMITTED TO HOLD IN LIEU OF CASH SECURITY DEPOSITS UNDER APPLICABLE
LEGAL REQUIREMENTS SHALL BE MAINTAINED IN FULL FORCE AND EFFECT UNLESS REPLACED
BY CASH DEPOSITS AS HEREINABOVE DESCRIBED, SHALL BE ISSUED BY A PERSON
REASONABLY SATISFACTORY TO LENDER, SHALL, IF PERMITTED PURSUANT TO LEGAL
REQUIREMENTS, AT LENDER'S OPTION, NAME LENDER AS PAYEE OR MORTGAGEE THEREUNDER
OR BE FULLY ASSIGNABLE TO LENDER AND SHALL, IN ALL RESPECTS, COMPLY WITH
APPLICABLE LEGAL REQUIREMENTS AND OTHERWISE BE REASONABLY SATISFACTORY TO
LENDER. BORROWER SHALL, UPON REQUEST, PROVIDE LENDER WITH EVIDENCE REASONABLY
SATISFACTORY TO LENDER OF BORROWER'S COMPLIANCE WITH THE FOREGOING. FOLLOWING
THE OCCURRENCE AND DURING THE CONTINUANCE OF ANY EVENT OF DEFAULT, BORROWER
SHALL, UPON LENDER'S REQUEST, IF PERMITTED BY APPLICABLE LEGAL REQUIREMENTS,
TURN OVER THE SECURITY DEPOSITS (AND ANY INTEREST THEREON) TO LENDER TO BE HELD
BY LENDER IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, THE LEASES AND ALL
LEGAL REQUIREMENTS.
Section 7.02
Management of Projects.
(a)
Borrower shall manage the Projects or cause the Projects to be
managed in accordance with the Approved Manager Standard.
(B)
BORROWER COVENANTS AND AGREES WITH LENDER THAT (I) EACH PROJECT
WILL BE MANAGED BY MANAGER PURSUANT TO THE MANAGEMENT AGREEMENTS IN EFFECT, AS
OF THE DATE HEREOF, WHICH ARE HEREBY APPROVED BY LENDER (COLLECTIVELY, THE
"INITIAL MANAGEMENT AGREEMENT"), UNTIL SUCH TIME AS THE INITIAL MANAGEMENT
AGREEMENT IS REPLACED, AS MORE PARTICULARLY DESCRIBED IN SUBSECTION (C) BELOW,
(II) AFTER BORROWER HAS KNOWLEDGE OF A FIFTY PERCENT (50%) OR MORE CHANGE IN THE
ULTIMATE BENEFICIAL CONTROL OF THE OWNERSHIP OF MANAGER, BORROWER WILL PROMPTLY
GIVE LENDER NOTICE THEREOF (A "MANAGER CONTROL NOTICE") AND (III) THE MANAGEMENT
AGREEMENT MAY BE TERMINATED BY LENDER AT ANY