Common use of Future Leases Clause in Contracts

Future Leases. Except as otherwise set forth in the Loan Agreement, Mortgagor will not hereafter make any Lease to any tenant, or amend, modify, terminate, renew or extend any Lease (other than a renewal, extension or expansion to which a tenant is entitled under the terms of an existing Lease or contained in a Lease that is subsequently approved by Mortgagee), affecting the Security unless Mortgagee shall first consent in writing to the terms of the Lease and the form of the Lease. Except as otherwise set forth in the Loan Agreement, all Leases and subleases and any amendments, modifications, replacements, extensions, renewals or terminations thereof executed after the date hereof must be submitted to Mortgagee for prior written approval. Notwithstanding the foregoing, (i) Mortgagee’s consent to the above matters shall be required only to the extent provided for in the Loan Agreement, and (ii) whenever such consent is required, the standards and procedures for the giving (or deemed giving) or withholding of such consent shall be as set forth in the Loan Agreement. Mortgagor shall promptly deliver to Mortgagee a fully-executed copy (certified by Mortgagor to be true, complete and correct) of each approved Lease, together with a Lease estoppel certificate and subordination, non-disturbance and attornment agreement (an “SNDA”), each in form reasonably acceptable to Mortgagee. All Leases must be subordinate to the lien of this Mortgage unless Mortgagee otherwise specifies. Unless otherwise approved by Mortgagee, each Lease must contain a provision that, upon notice to tenant by Mortgagee, the Lease shall become superior, in whole or in part, to the lien of the Mortgage. Without limiting the foregoing, Mortgagee hereby reserves the right to subordinate this Mortgage to any Lease subsequently made by recording with the [INSERT RECORDING OFFICE] in which this Mortgage is recorded, a declaration to that effect, executed by Mortgagee, which declaration once so recorded shall be binding upon the tenant under such Lease and such tenant’s successors and assigns. Mortgagor will from time to time upon reasonable demand of Mortgagee, confirm in writing the assignment to Mortgagee of any or all Leases of the Land and space in the Improvements, and such written confirmation shall be in such form as Mortgagee shall reasonably require and as shall be necessary to make the same recordable. Nothing in this Mortgage shall be construed to obligate Mortgagee, expressly or by implication, to perform any of the covenants of Mortgagor as landlord under any of the Leases hereinabove assigned or to pay any sum of money or damages therein provided to be paid by the landlord.

Future Leases. Except as otherwise set forth in the Loan Agreement, Mortgagor Borrower will not hereafter make any Major Lease (as defined in the Assignment of Leases and Rents) to any tenantlessee, or amend, modify, terminate, renew or extend any Major Lease (other than a renewal, extension or expansion to which a tenant lessee is entitled under the terms of an existing Major Lease or that is contained in a Lease that is subsequently approved by MortgageeLender, or that otherwise satisfies conditions set forth in Section 3.2(b) of the Assignment of Leases and Rents), affecting the Security unless Mortgagee Lender shall first consent in writing to the terms of the Major Lease and the form of the Major Lease. Except as otherwise set forth in the Loan Agreement, all Leases and subleases and any amendments, modifications, replacements, extensions, renewals or terminations thereof executed after the date hereof must be submitted to Mortgagee for prior written approval. Notwithstanding the foregoing, (i) Mortgagee’s consent to the above matters shall be required only to the extent provided for in the Loan Agreement, and (ii) whenever such consent is required, the standards and procedures for the giving (or deemed giving) or withholding of such which consent shall not be as set forth in the Loan Agreement. Mortgagor shall promptly deliver to Mortgagee a fully-executed copy (certified by Mortgagor to be true, complete and correct) of each approved Lease, together with a Lease estoppel certificate and subordination, non-disturbance and attornment agreement (an “SNDA”), each in form reasonably acceptable to Mortgageeunreasonably withheld. All Leases must be subordinate to the lien of this Mortgage Security Instrument unless Mortgagee Lender otherwise specifies. Unless otherwise approved by Mortgagee, each Each Lease must contain a provision that, upon notice to tenant lessee by MortgageeLender, the Lease shall become superior, in whole or in part, to the lien of the Mortgagethis Security Instrument. Without limiting the foregoing, Mortgagee Lender hereby reserves the right to (a) subordinate this Mortgage Security Instrument to any Lease subsequently made by recording with in the [INSERT RECORDING OFFICE] same jurisdictional records in which this Mortgage Security Instrument is recorded, a declaration to that effect, executed by MortgageeLender, which declaration once so recorded shall be binding upon the tenant lessee under such Lease and such tenantlessee’s successors and assigns, or (b) to take such action as Lender may decide, including to make a foreclosure sale subject to any such Lease(s) in Lender’s sole discretion. Mortgagor Borrower will furnish to Lender a fully executed true and complete copy of each Major Lease, amendment, modification, extension, termination, guaranty, or renewal of a Major Lease, hereafter made by Borrower, or made for the benefit of Borrower, with respect to space in the Security (whether approved or deemed approved by Lender) within ten (10) days after delivery of each such Major Lease, amendment, modification, extension, termination, guaranty, or renewal by the parties thereto. Borrower shall also furnish to Lender along with such copy of each Major Lease, an original estoppel addressed to Lender, in the form of the estoppel previously approved by Lender and in substance satisfactory to Lender, and executed by the lessee under the applicable Major Lease. Borrower will from time to time upon reasonable demand of MortgageeLender, confirm in writing the assignment to Mortgagee Lender of any or all Leases of the Land and space in the ImprovementsReal Property, and such written confirmation shall be in such form as Mortgagee Lender shall reasonably require and as shall be necessary to make the same recordable. Nothing in this Mortgage Security Instrument shall be construed to obligate MortgageeLender, expressly or by implication, to perform any of the covenants of Mortgagor Borrower as landlord lessor under any of the Leases hereinabove assigned or to pay any sum of money or damages therein provided to be paid by the landlordlessor.

Future Leases. Except as otherwise set forth in the Loan Agreement, Mortgagor will not hereafter make any Lease lease to any tenant, tenant or amend, modify, terminateterminate (except for termination for default by the tenant and then only if the Real Property is still owned by Center Plaza Associates Limited Partnership and no Event of Default exists hereunder), accept surrender of, renew or extend any Lease lease (other than a renewal, renewal or extension or expansion to which a tenant is entitled under the terms of an existing Lease lease or contained in a Lease lease that is subsequently approved or deemed approved by Mortgagee), affecting the Security unless Mortgagee shall first consent thereto in writing writing, which consent shall not be unreasonably withheld. Notwithstanding anything to the terms of contrary contained herein, the Lease and the form of the Lease. Except as otherwise set forth in the Loan Agreement, all Leases and subleases and any amendments, modifications, replacements, extensions, renewals or terminations thereof executed after the date hereof must be submitted aforesaid approval requirements shall not apply with respect to Mortgagee for prior written approval. Notwithstanding the foregoing, (i) Mortgagee’s consent leases or amendments to leases covering in each instance no more than 15,000 square feet of net rentable area on the above matters Real Property, or (ii) non-default lease terminations unapproved by Mortgagee with respect to leases covering in each instance no more than 15,000 square feet of net rentable area and aggregating not more than 45,000 net rentable square feet per calendar year. A lease termination incident to relocation of tenants to other space within the Real Property shall not count toward said 45,000 net rentable square feet per calendar year, except that any net loss in occupied space between the old space and the new space shall be required counted. Further, if a terminated tenant is replaced with other tenant(s) in substantially the same premises within sixty (60) days of termination, such termination shall not count toward said 45,000 net rentable square feet per calendar year if, and only if, in Mortgagor's good faith judgment, the economic condition of the Real Property, after giving effect to said particular replacement, remains the extent provided for same or better than the prior situation; provided, however, that any net loss in occupied space between the terminated tenant and the new tenant(s) shall be counted. In addition, with respect to any new lease, amendment to lease or a non-default lease termination as described in the immediately preceding paragraph, all of the following conditions must be met: (a) Mortgagor furnishes Mortgagee with certified copies of all such leases or amendments or terminations promptly following the execution of same by all the parties thereto, together with a detailed written breakdown of any and all costs to be incurred in connection therewith; (b) The Security must continue to be owned by Center Plaza Associates Limited Partnership; (c) Mortgagor shall not be in default under the Note, this Mortgage or any other Loan AgreementDocument beyond any applicable grace or cure period; (d) All such leases or amendments or terminations must be entered into in the ordinary course of business, and all such leases or amendments must be (i) prepared and executed on the standard lease or amendment form approved by Mortgagee, and (ii) whenever consistent with such approved lease or amendment form, except that minor and customary changes which do not materially affect the value of the lease or the protections and assurances granted to Mortgagee thereunder may be made; (e) Any such lease or amendment or termination must be with a bona fide arms-length third-party tenant (unaffiliated with Mortgagor or BPLP) and negotiated in good faith; (f) No such lease or amendment shall provide an ownership interest in the Security to the tenant; and (g) Any such lease or amendment must comply with the New Lease and Amendment Requisites (defined hereinbelow). In circumstances where Mortgagee's prior consent is requiredrequired to a lease, the standards and procedures for the giving (lease amendment, termination or deemed giving) or withholding of such other leasing matter, Mortgagee's consent shall be as set forth deemed to have been given unless, within ten (10) business days after Mortgagee receives copies of the proposed lease, amendment or termination in the Loan Agreement. Mortgagor shall promptly deliver to Mortgagee a fully-executed copy (certified by Mortgagor to be true, complete and correct) of each approved Leasefinal form, together with a Lease estoppel certificate and subordinationthe written breakdown of costs as required in clause (a) above (or as to other matters, non-disturbance and attornment agreement (an “SNDA”after Mortgagee's receipt of Mortgagor's request for approval, together with supporting documentation or information, as appropriate), each Mortgagee advises Mortgagor of its disapproval and the grounds therefor. Mortgagor's request for Mortgagee's approval under this Section 22 must be accompanied by a notice from Mortgagor highlighted in form reasonably acceptable bold-faced capital letters stating that Mortgagee's failure to respond within ten (10) business days will result in Mortgagee's deemed approval as aforesaid. If Mortgagor fails to provide such notice to Mortgagee, then the automatic approval provision provided hereinabove shall not be applicable. All Leases must be subordinate In addition to the lien foregoing, Mortgagor promptly shall furnish to Mortgagee (i) progress drafts and letters of this Mortgage unless intent, if any, concerning proposed leases, and (ii) copies of all default and/or termination notices which Mortgagor gives to or receives from tenants. not be met if they are already contained in the lease or the tenant shall have previously entered into an SNDA (as hereinafter defined) with Mortgagee otherwise specifies. Unless otherwise approved by Mortgagee, each Lease must contain a provision that, upon notice to tenant by Mortgagee, the Lease shall become superior, in whole or in part, with respect to the lien of the Mortgagesame lease. Without limiting the foregoing, Mortgagee hereby reserves the right to subordinate this Mortgage to any Lease lease subsequently made by recording with the [INSERT RECORDING OFFICE] Registry of Deeds in which this Mortgage is recorded, recorded a declaration to that effect, executed by Mortgagee, which declaration once so recorded shall be binding upon the tenant under such Lease lease and such tenant’s its successors and assigns. Mortgagee agrees, as to future leases and lease amendments, if requested to do so by a tenant, to enter into a so-called subordination, non-disturbance and attornment agreement ("SNDA"), on Mortgagee's standard form, with only such changes as Mortgagee in its reasonable discretion agrees to (Mortgagee and Mortgagor hereby agreeing with each other that they will each negotiate in good faith with respect to changes to Mortgagee's standard form reasonably requested by tenants), provided that Mortgagee shall have approved the lease or amendment with such tenant. Mortgagor will furnish to Mortgagee a true and complete copy of each lease, amendment, modification, extension, termination, or renewal of lease, hereafter made by Mortgagor with respect to the Land or space in the Security, within ten (10) days after delivery of each such lease, amendment, modification, extension, termination, or renewal by the parties thereto. After a tenant takes occupancy, Mortgagor shall also furnish to Mortgagee a true and complete copy of a letter agreement signed by such tenant confirming the commencement date and expiration date of its lease, within ten (10) days after execution and delivery thereof by such tenant and Mortgagor. Mortgagor will from time to time upon reasonable demand of Mortgagee, confirm in writing the assignment to Mortgagee of any or all Leases leases of the Land and space in the Improvements, and such written confirmation shall be in such substantially the same form as the Assignment of Rents and Leases of even date herewith given by Mortgagor to Mortgagee shall reasonably require and as shall be necessary to make the same recordable. Nothing If Mortgagor receives an early termination fee from a tenant in this Mortgage excess of $500,000 in connection with a lease termination agreement, then Mortgagor shall deposit the entire fee into an interest-bearing escrow account to be established with a mutually satisfactory escrow agent under a mutually satisfactory escrow agreement, such escrowed funds to be released to Mortgagor (a) to pay for leasing-related costs (e.g., tenant improvements, leasing commissions, space planning, legal-leasing costs, and the like) and other capital improvements, and (b) to the extent not used under (a) above, to reimburse Mortgagor ratably on a monthly basis for the lost rent from the terminated lease. In addition to the foregoing, if in any calendar year cumulative termination fees exceed $500,000, Mortgagor shall deposit those fees in excess of $500,000 into an interest-bearing escrow account described above. Until such escrow agent is selected, such funds shall be construed to obligate Mortgagee, expressly or held by implication, to perform any an agent of the covenants of Mortgagor as landlord under any of the Leases hereinabove assigned or to pay any sum of money or damages therein provided to be paid by the landlordMortgagee in an interest-bearing account.

Future Leases. Except as otherwise set forth provided in the Loan Agreementthis Section 15(b), Mortgagor will Borrower shall not hereafter make enter into any Lease to any tenantLease, or amend, modify, terminate, renew or extend consent to the assignment of any Lease (other unless required to do so by the terms of such Lease), or materially modify any Lease (including, without limitation, accept a surrender of any portion of the Property subject to a Lease, allow a reduction in the term of any Lease or the Rent payable under any Lease, change any renewal provisions of any Lease or materially increase the obligations of the landlord or materially decrease the obligations of any Tenant) (any such action being referred to herein as a "Future Lease") without the prior written consent of L▇▇▇▇▇. Provided no Event of Default shall have occurred, Borrower may enter into any Future Lease, without L▇▇▇▇▇'s prior written consent, that satisfies each of the following conditions (as evidenced by a certificate of Borrower delivered to Lender at least five (5) Business Days prior to Borrower's entry into such Future Lease): such Future Lease is written on a standard form of lease submitted by Borrower and approved by Lender for the Property (the "Standard Form Lease"), with only such changes as are commercially reasonable given the then-current market conditions, none of which changes shall violate Section 15(e) and 15(f) hereof; if the premises demised under such Future Lease are not more than a renewaltwenty thousand (20,000) rentable square feet and such Future Lease represents an arm's-length transaction (i.e., extension or expansion the Tenant thereunder is not an Affiliate of Borrower) on terms consistent with the then-prevailing market conditions, as reasonably determined by Lender; and if the premises demised under such Future Lease exceed twenty thousand (20,000) rentable square feet and are not more than thirty five thousand (35,000) rentable square feet, then (x) Lender shall have determined, in its reasonable judgment, such determination to which a tenant is entitled be made within five (5) Business Days of L▇▇▇▇▇'s receipt of the certificate of Borrower referred to above, that the Tenant under such Future Lease has sufficient financial strength to meet its obligations under the terms of such Future Lease (provided, however that L▇▇▇▇▇'s approval of such financial strength shall not be required for any Tenant whose senior unsecured indebtedness is rated not less than "BBB" by S&P or "Baa" by M▇▇▇▇'▇ or for any Tenant that has provided a security deposit in an existing amount not less than three months base rent) and (y) such Future Lease or contained provides for rentals and other economic terms such that the Net Effective Annualized Rent of such Future Lease is not less than the Minimum Rental Value; in a the case of any proposed Future Lease that is subsequently approved by Mortgagee)does not satisfy the requirements of either Subparagraph (B) or (C) above, affecting the Security unless Mortgagee Lender shall first consent in writing respond to the terms any request for approval of the such Future Lease and the form of the Leasewithin five (5) Business Days. Except as otherwise set forth in the Loan Agreement, all Leases and subleases and any amendments, modifications, replacements, extensions, renewals or terminations thereof executed after the date hereof must be submitted to Mortgagee for prior written approval. Notwithstanding the foregoing, (i) Mortgagee’s consent to the above matters shall be required only to the extent provided for in the Loan Agreement, and (ii) whenever such consent is requiredAs used herein, the standards and procedures for following terms shall have the giving (or deemed giving) or withholding of such consent shall be as set forth in the Loan Agreement. Mortgagor shall promptly deliver to Mortgagee a fully-executed copy (certified by Mortgagor to be true, complete and correct) of each approved Lease, together with a Lease estoppel certificate and subordination, non-disturbance and attornment agreement (an “SNDA”), each in form reasonably acceptable to Mortgagee. All Leases must be subordinate to the lien of this Mortgage unless Mortgagee otherwise specifies. Unless otherwise approved by Mortgagee, each Lease must contain a provision that, upon notice to tenant by Mortgagee, the Lease shall become superior, in whole or in part, to the lien of the Mortgage. Without limiting the foregoing, Mortgagee hereby reserves the right to subordinate this Mortgage to any Lease subsequently made by recording with the [INSERT RECORDING OFFICE] in which this Mortgage is recorded, a declaration to that effect, executed by Mortgagee, which declaration once so recorded shall be binding upon the tenant under such Lease and such tenant’s successors and assigns. Mortgagor will from time to time upon reasonable demand of Mortgagee, confirm in writing the assignment to Mortgagee of any or all Leases of the Land and space in the Improvements, and such written confirmation shall be in such form as Mortgagee shall reasonably require and as shall be necessary to make the same recordable. Nothing in this Mortgage shall be construed to obligate Mortgagee, expressly or by implication, to perform any of the covenants of Mortgagor as landlord under any of the Leases hereinabove assigned or to pay any sum of money or damages therein provided to be paid by the landlord.following meanings:

Future Leases. Except as otherwise set forth provided for in that certain Assignment of Rents and Leases of even date herewith by Grantor in favor of Beneficiary (the Loan Agreement“Assignment of Rents and Leases”), Mortgagor Grantor will not hereafter make any Lease lease to any tenant, or materially amend, modify, terminate, renew or extend any Lease lease (other than a renewal, extension or expansion renewal to which a tenant is entitled under the terms of an existing Lease lease or contained in a Lease lease that is subsequently approved by MortgageeBeneficiary), including without limitation the Operating Lease (other than minor non-material amendments or modifications which do not materially and adversely impact Beneficiary’s rights in the Security), affecting the Security unless Mortgagee Beneficiary shall first consent in writing to the terms of the Lease lease and the form of the Leaselease, which consent shall not be unreasonably withheld. Except as otherwise set forth For purposes of this Section, reductions in rent, shortening of the Loan Agreementterm of a lease, all Leases and subleases increases in Mortgagor’s obligations under a lease and any amendments, modifications, replacements, extensions, renewals or terminations thereof executed after release of a significant tenant obligation under a lease shall be deemed “material.” Other than the leases in effect on the date hereof must be submitted (“Existing Leases”) as disclosed to Mortgagee for prior written approval. Notwithstanding the foregoingand approved by Beneficiary, (i) Mortgagee’s consent to the above matters shall be required only to the extent provided for in the Loan Agreement, and (ii) whenever such consent is required, the standards and procedures for the giving (or deemed giving) or withholding of such consent shall be as set forth in the Loan Agreement. Mortgagor shall promptly deliver to Mortgagee a fully-executed copy (certified by Mortgagor to be true, complete and correct) of each approved Lease, together with a Lease estoppel certificate and subordination, non-disturbance and attornment agreement (an “SNDA”), each in form reasonably acceptable to Mortgagee. All Leases all leases must be subordinate to the lien of this Mortgage Deed of Trust unless Mortgagee Beneficiary otherwise specifies. Unless otherwise approved by MortgageeOther than the Existing Leases, each Lease lease must contain a provision that, upon notice to tenant by MortgageeBeneficiary, the Lease lease shall become superior, in whole or in part, to the lien of the Mortgagethis Deed of Trust. Without limiting the foregoing, Mortgagee Beneficiary hereby reserves the right to subordinate this Mortgage Deed of Trust to any Lease lease subsequently made by recording with the [INSERT RECORDING OFFICE] Register’s Office, in which this Mortgage Deed of Trust is recorded, a declaration to that effect, executed by MortgageeBeneficiary, which declaration once so recorded shall be binding upon the tenant under such Lease lease and such tenant’s successors and assigns. Mortgagor Grantor will furnish to Beneficiary a true and complete copy of each lease, or any amendment, modification, extension, or renewal of a Lease, approved or deemed approved pursuant to the terms of the Assignment of Rents and Leases, hereafter made by Grantor with respect to space in the Security, within ten (10) Business Days after delivery of each such lease, amendment, modification, extension, or renewal by the parties thereto. Grantor shall also furnish to Beneficiary an original subordination and attornment agreement executed by each tenant under a lease and an original estoppel, addressed to Beneficiary, from each tenant under a lease in form and substance reasonably satisfactory to Beneficiary. Grantor will from time to time upon reasonable demand of MortgageeBeneficiary, confirm in writing the assignment to Mortgagee Beneficiary of any or all Leases leases of the Land and space in the Improvements, and such written confirmation shall be in such form as Mortgagee Beneficiary shall reasonably require and as shall be necessary to make the same recordable. Nothing in this Mortgage shall be construed to obligate Mortgagee, expressly or by implication, to perform any of the covenants of Mortgagor as landlord under any of the Leases hereinabove assigned or to pay any sum of money or damages therein provided to be paid by the landlord.

Future Leases. Except as otherwise set forth in the Loan Agreement, Mortgagor will not hereafter make any Lease lease to any tenant, or materially amend, modify, terminate, renew or extend any Lease lease (other than a renewal, extension or expansion renewal to which a tenant is entitled under the terms of an existing Lease lease or contained in a Lease lease that is subsequently approved by Mortgagee), affecting more than 2,500 rentable square feet within the Security Improvements (a “Material Lease”), including without limitation the Operating Lease (other than minor non-material amendments or modifications which do not materially and adversely impact Mortgagee’s rights in the Security), unless Mortgagee shall first consent in writing to the terms form and substance of said Material Lease or amendment, modification, renewal or extension thereof, which consent shall not be unreasonably withheld, conditioned or delayed. For purposes of this Section, reductions in rent, shortening of the Lease and the form term of the Lease. Except as otherwise set forth a lease, increases in the Loan Agreement, all Leases and subleases Mortgagor’s obligations under a lease and any amendments, modifications, replacements, extensions, renewals or terminations thereof executed after release of a significant tenant obligation under a lease shall be deemed “material.” Other than the leases in effect on the date hereof must be submitted (“Existing Leases”) as disclosed to Mortgagee for prior written approval. Notwithstanding the foregoingand approved by Mortgagee, (i) Mortgagee’s consent to the above matters shall be required only to the extent provided for in the Loan Agreement, and (ii) whenever such consent is required, the standards and procedures for the giving (or deemed giving) or withholding of such consent shall be as set forth in the Loan Agreement. Mortgagor shall promptly deliver to Mortgagee a fully-executed copy (certified by Mortgagor to be true, complete and correct) of each approved Lease, together with a Lease estoppel certificate and subordination, non-disturbance and attornment agreement (an “SNDA”), each in form reasonably acceptable to Mortgagee. All Leases all leases must be subordinate to the lien of this Mortgage unless Mortgagee otherwise specifies. Unless otherwise approved by MortgageeOther than the Existing Leases, each Lease lease must contain a provision that, upon notice to tenant by Mortgagee, the Lease lease shall become superior, in whole or in part, to the lien of the this Mortgage. Without limiting the foregoing, Mortgagee hereby reserves the right to subordinate this Mortgage to any Lease lease subsequently made by recording with the [INSERT RECORDING OFFICE] Suffolk County Registry of Deeds, Commonwealth of Massachusetts, in which this Mortgage is recorded, a declaration to that effect, executed by Mortgagee, which declaration once so recorded shall be binding upon the tenant under such Lease lease and such tenant’s successors and assigns. Mortgagor will furnish to Mortgagee a true and complete copy of each Material Lease, or any amendment, modification, extension, or renewal of a Material Lease hereafter made by Mortgagor with respect to space in the Security, within ten (10) Business Days after delivery of each such lease, amendment, modification, extension, or renewal by the parties thereto. Mortgagor shall also furnish to Mortgagee an original mortgagee subordination and attornment agreement executed by each tenant under a Material Lease and an original estoppel, addressed to Mortgagee, from each tenant under a Material Lease in form and substance reasonably satisfactory to Mortgagee. Mortgagor will from time to time upon reasonable demand of Mortgagee, confirm in writing the assignment to Mortgagee of any or all Leases leases of the Land and space in the Improvements, and such written confirmation shall be in such form as Mortgagee shall reasonably require and as shall be necessary to make the same recordable. Nothing in this Mortgage shall be construed to obligate Mortgagee, expressly or by implication, to perform any of the covenants of Mortgagor as landlord under any of the Leases hereinabove assigned or to pay any sum of money or damages therein provided to be paid by the landlord.

Future Leases. Except as otherwise set forth in the Loan Agreement, Mortgagor will not hereafter make any Lease lease to any ------------- tenant, or amend, modify, terminate, renew or extend any Lease lease (other than a renewal, extension or expansion renewal to which a tenant is entitled under the terms of an existing Lease lease or contained in a Lease lease that is subsequently approved by Mortgagee), affecting the Security unless Mortgagee shall first consent in writing to the terms of the Lease said lease and the form of the Lease. Except as otherwise set forth in lease; provided, however, that the Loan Agreement, all Leases and subleases and any amendments, modifications, replacements, extensions, renewals or terminations thereof executed after the date hereof must be submitted to consent of Mortgagee for prior written approval. Notwithstanding the foregoing, (i) Mortgagee’s consent to the above matters shall will not be required only with respect to the extent provided for in the Loan Agreementany lease which covers no more than 500 square feet of net rentable area, and (ii) whenever such consent is required, the standards and procedures for the giving (or deemed giving) or withholding written on a standard form of such consent shall be as set forth in the Loan Agreement. Mortgagor shall promptly deliver to Mortgagee a fully-executed copy (certified by Mortgagor to be true, complete and correct) of each approved Lease, together with a Lease estoppel certificate and subordination, non-disturbance and attornment agreement (an “SNDA”), each in form lease reasonably acceptable to MortgageeMortgagee without any changes thereto and contains no option on the part of the tenant thereunder to cancel the lease (other than as may be provided in the approved standard form) or acquire any ownership interest in the Security. All Leases leases must be subordinate to the lien of this the Mortgage unless Mortgagee otherwise specifies. Unless otherwise approved by Mortgagee, each Lease Each lease must contain a provision that, upon notice to tenant by Mortgagee, the Lease lease shall become superior, in whole or in part, to the lien of the Mortgage. Without limiting the foregoing, Mortgagee hereby reserves the right to subordinate this Mortgage to any Lease lease subsequently made by recording with the [INSERT RECORDING OFFICE] in which this Mortgage is recorded, a declaration to that effect, executed by Mortgagee, which declaration once so recorded shall be binding upon the tenant under such Lease lease and such tenant’s 's successors and assigns. Mortgagor will furnish to Mortgagee a true and complete copy of each lease, amendment, modification, extension, or renewal of lease, hereafter made by Mortgagor with respect to space in the Security, within ten (10) days after delivery of each such lease, amendment, modification, extension, or renewal by the parties thereto. Mortgagor shall also furnish to Mortgagee an original mortgagee attornment agreement executed by each tenant leasing in excess of 500 square feet of net rentable area in the Security and an original estoppel, addressed to Mortgagee, from each such tenant in form and substance satisfactory to Mortgagee. Mortgagor will from time to time upon reasonable demand of Mortgagee, confirm in writing the assignment to Mortgagee of any or all Leases leases of the Land and space in the Improvements, and such written confirmation shall be in such form as Mortgagee shall reasonably require and as shall be necessary to make the same recordable. Nothing in this Mortgage shall be construed to obligate Mortgagee, expressly or by implication, to perform any of the covenants of Mortgagor as landlord under any of the Leases hereinabove assigned or to pay any sum of money or damages therein provided to be paid by the landlord.

Future Leases. Except as otherwise set forth in the Loan Agreement, Mortgagor Grantor will not hereafter make any Lease lease to any tenant, or amend, modify, terminate, renew or extend any Lease lease (other than a renewal, extension or expansion renewal to which a tenant is entitled under the terms of an existing Lease lease or contained in a Lease lease that is subsequently approved by MortgageeBeneficiary), affecting the Security unless Mortgagee Beneficiary shall first consent in writing to the terms of the Lease said lease and the form of the Leaselease, which consent shall not be unreasonably withheld. Except as otherwise set forth in Notwithstanding the Loan Agreementabove, all Leases office and subleases and any retail leases, lease amendments, modifications, replacements, extensionsterminations, renewals or terminations thereof executed after extensions that satisfy all of the date hereof must following conditions shall be submitted deemed to Mortgagee have been pre-approved by Beneficiary: (a) The lease shall be on the standard form approved by Beneficiary except for prior written approval. Notwithstanding reasonable negotiated changes; and (b) The gross leasable area of the foregoingspace demised under the lease shall be equal to or less than the square footage on one full floor (approximately 25,000 s.f.); and (c) The term of the lease shall be less than or equal to 11 years (including renewal or extension options); and (d) The effective rent is in compliance with a schedule of rents previously approved, and from time to time updated, in writing by Beneficiary; and (ie) Mortgagee’s consent The lease shall not grant an option or right of first refusal with respect to purchase of all or any portion of the Real Property; and (f) With respect to any obligation to rebuild the premises in the event of casualty, there has been no modification to the above matters provisions of the form lease which conflicts with the provisions hereof regarding repair and restoration after a casualty or condemnation. Provided that there exists no uncured default for which notice is not required nor any other uncured default for which notice has been previously given, Grantor may update the schedule of rents described in subparagraph (d), above, from time to time with Beneficiary's approval, which approval shall not be required only to unreasonably withheld so long as the extent provided rents reflected in such schedule are consistent with the fair market rental value for comparable space in the Loan Agreement, and (ii) whenever such consent is required, the standards and procedures for the giving (or deemed giving) or withholding of such consent shall be as set forth in the Loan AgreementDenver CBD. Mortgagor shall promptly deliver to Mortgagee a fully-executed copy (certified by Mortgagor to be true, complete and correct) of each approved Lease, together with a Lease estoppel certificate and subordination, non-disturbance and attornment agreement (an “SNDA”), each in form reasonably acceptable to Mortgagee. -45- 50 All Leases leases must be subordinate to the lien of this Mortgage Deed of Trust unless Mortgagee Beneficiary otherwise specifies. Unless otherwise approved by Mortgagee, each Lease Each lease must contain a provision that, upon notice to tenant by MortgageeBeneficiary, the Lease lease shall become superior, in whole or in part, to the lien of the Mortgagethis Deed of Trust. Without limiting the foregoing, Mortgagee Beneficiary hereby reserves the right to subordinate this Mortgage Deed of Trust to any Lease lease subsequently made by recording with the [INSERT RECORDING OFFICE] Clerk and Recorder of the City and County of Denver in which this Mortgage Deed of Trust is recorded, recorded a declaration to that effect, executed by MortgageeBeneficiary, which declaration once so recorded shall be binding upon the tenant under such Lease lease and such tenant’s 's successors and assigns. Mortgagor Beneficiary may require a subordination, non-disturbance and attornment agreement, in the form attached hereto as Exhibit B (or with such modifications as Beneficiary may reasonably require) for each lease executed subsequent to the Deed of Trust. Beneficiary agrees, upon Grantor's request, to enter into a subordination, non-disturbance and attornment agreement on such form with any tenant whose lease is approved by Lender and which covers more than 25,000 square feet of the Real Property. Grantor will furnish to Beneficiary a true and complete copy of each lease, amendment, modification, extension, or renewal of lease, hereafter made by Grantor with respect to space in the Security within ten (10) days after delivery of each such lease, amendment, modification, extension, or renewal by the parties thereto. Grantor shall also furnish to Beneficiary an original mortgagee attornment agreement executed by each tenant and an original estoppel, addressed to Beneficiary, from each tenant in form and substance satisfactory to Beneficiary. Grantor will from time to time upon reasonable demand of MortgageeBeneficiary, confirm in writing the assignment to Mortgagee Beneficiary of any or all Leases leases of the Land and space in the Improvements, and such written confirmation shall be in such form as Mortgagee Beneficiary shall reasonably require and as shall be necessary to make the same recordable. Nothing in this Mortgage shall be construed to obligate Mortgagee, expressly or by implication, to perform any of the covenants of Mortgagor as landlord under any of the Leases hereinabove assigned or to pay any sum of money or damages therein provided to be paid by the landlord.