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1 4 1 shall not alter, modify or change the terms of the Lease without the prior written consent of Lender, or cancel or terminate the Lease or accept a surrender thereof or convey or transfer or suffer or permit a conveyance or transfer of the premises demised by the Lease or of any interest therein so as to effect a merger of the estates and rights of, or termination or diminution of the obligations of Lessee thereunder; (vi) shall not waive, consent to, reject, approve or disapprove any material action or inaction requested by Lessee without the prior written consent of Lender including, without limitation, any assignment of or subletting under the Lease (provided, however, that Lender's consent to a subletting or assignment shall not be required if Borrower's consent is not required pursuant to the Lease and such subletting or assignment is in accordance with the Lease terms), except that with respect to Borrower's acceptance or rejection of a Tenant's Termination Notice (as defined in the Lease) and the accompanying Rejectable Offer, such acceptance or rejection shall be made in accordance with paragraph 6(c) hereof with respect to a Major Condemnation (as defined in the Lease); (vii) except as expressly provided in the Assignment (including without limitation delivery of a Notice of Breach pursuant to Part II, Section 23(h) of the Lease), shall not pursue any remedies under the Lease without the prior written consent of Lender; (viii) upon request of Lender, shall request and use reasonable efforts to obtain an estoppel certificate from Lessee in substantially the form required by the Lease or if not so required, in form and substance reasonably satisfactory to Lender; and (ix) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the Mortgaged Property as Lender shall from time to time reasonably require. (c) Each scheduled payment of Fixed Rent (as defined in the Lease) (the "Fixed Rent ") on each date for the payment thereof is at least equal to the interest and principal due and payable on the Note in the same month in which such payment of Fixed Rent becomes due and payable, and all of such payments, in the aggregate, are sufficient to pay the principal of the Note to maturity. 8. Maintenance of Mortgaged Property. (a) Borrower shall maintain or cause to be maintained the Mortgaged Property in a good and safe condition and repair that meets the standards of the Lease. The Improvements and the Equipment shall not be removed, demolished or materially altered (except for normal replacement of the Equipment or alterations as otherwise permitted under the Lease) without the prior written consent of Lender. Borrower shall cause the Mortgaged Property to be in compliance with all laws, orders and ordinances affecting the Mortgaged Property, or the use thereof. Borrower shall cause any part of the Mortgaged Property which may be destroyed by any casualty, or become damaged, worn or dilapidated or which may be affected by any proceeding of the character referred to in paragraph 6 hereof to be promptly repaired, replaced or rebuilt, as provided in the Lease. Subject to Part II, Section 30 of the Lease (provided that no Lease Default then exists under the Lease), Borrower shall not initiate, join in, or consent to any change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining the uses which may be made of the Mortgaged Property or any part thereof. If under applicable zoning provisions the use of all or any portion of the - 16 -