Common use of Interference with Leases Clause in Contracts

Interference with Leases. (a) Grantor will neither do, nor neglect to do, anything which may cause or permit the termination of any Lease of all or any part of the Property, or cause or permit the withholding or abatement of any rent payable under any such Lease. (b) Without Beneficiary’s prior written consent, which may be granted or withheld in Beneficiary’s sole discretion, Grantor shall not enter into or modify (including without limitation modifications relating to the financial covenants or any financial reporting requirements) any Lease of all or any part of the Property. Any lease, lease modification, lease amendment or lease termination (“Lease Transaction”) for which Beneficiary’s consent is required under the Loan Documents shall be deemed approved by Beneficiary if (i) prior to finalizing negotiations for such Lease Transaction, Grantor has submitted to Beneficiary an approval request package (“Approval Package”) with respect to such Lease Transaction containing a letter requesting Beneficiary’s approval (and containing a signature line on which Beneficiary may evidence its approval of such Lease Transaction) and notifying Beneficiary, in bold enlarged type, that Beneficiary’s approval will be deemed given if it fails to respond within ten (10) Business Days after its receipt of such Approval Package, and Beneficiary thereafter fails to respond within ten (10) Business Days after its receipt of such Approval Package; provided, however, that Grantor shall supply Beneficiary with any other information reasonably requested by Beneficiary with respect to such proposed Lease Transaction within five (5) Business Days after Beneficiary’s receipt of the Approval Package, in which event Beneficiary’s approval shall be deemed given if Beneficiary has not disapproved or approved the Approval Package within ten (10) Business Days after the last to arrive of the proposed Approval Package and any additional information so requested by Beneficiary. Each Approval Package shall contain a description of all of the principal terms of the proposed Lease Transaction, a description of the tenant and its controlling constituents and (with respect to new leases or modifications/amendments) Grantor’s reasonably detailed analysis of the tenant’s creditworthiness (with respect to new leases or modifications/amendments), and a copy of any and all term sheets or letters of intent executed in connection with such Lease Transaction, together with the proposed forms of definitive documentation. Grantor shall deliver to Beneficiary copies of all Leases or modifications promptly upon execution and delivery thereof. (c) Except with the prior written consent of Beneficiary, which may be granted or withheld in Beneficiary’s sole discretion, Grantor will not (i) collect rent from all or any part of the Property for more than one month in advance, (ii) assign the rents from the Property or any part thereof, or (iii) consent to the cancellation or surrender of all or any part of any Lease, except that Grantor may in good faith terminate any Lease for nonpayment of rent or other material breach by the tenant. (d) Without limiting the generality of the foregoing, whether or not Beneficiary’s consent to the cancellation or surrender of any Lease is required hereunder, (i) Grantor shall notify Beneficiary in writing of any cancellation penalties or other consideration as and when received by Grantor in connection with such cancellation or surrender (the “Termination Fees”), which written notice must be delivered to Beneficiary within five (5) days of the payment by the applicable tenant of any such Termination Fees to Grantor, and (ii) at Beneficiary’s sole option, Beneficiary shall be entitled to (A) require that Grantor enter into the TI/LC Reserve (as defined in the Vacancy Risk Agreement) with Beneficiary and deposit such Termination Fees into the TI/LC Reserve, and (B) impose such restrictions and conditions on the timing and amount of disbursements of the Termination Fees from such reserve as Beneficiary may require in its reasonable discretion, including, without limitation, the conditions described in Section 6 of the TI/LC Reserve Agreement. (e) Subject to Beneficiary’s approval of each Lease, in any circumstance where, pursuant to the terms of the Lease, Grantor’s consent to any action under such Lease shall not be unreasonably withheld or delayed, and such action requires the consent of Beneficiary, Beneficiary’s consent to such action shall likewise not be unreasonably withheld or delayed. In addition, Beneficiary’s consent to such action shall be subject to the deemed approval provisions described in Section 5.3(b) above.

Interference with Leases. (a) Grantor Mortgagor will neither do, nor neglect to do, anything which may cause or permit the termination of any Lease of all or any part of the Property, or cause or permit the withholding or abatement of any rent payable under any such Lease. (b) Without BeneficiaryMortgagee’s prior written consent, which may be granted or withheld in BeneficiaryMortgagee’s sole discretion, Grantor Mortgagor shall not enter into or modify (including without limitation modifications relating to the financial covenants or any financial reporting requirements) any Lease of all or any part of the Property. Any lease, lease modification, lease amendment or lease termination (“Lease Transaction”) for which BeneficiaryMortgagee’s consent is required under the Loan Documents shall be deemed approved by Beneficiary Mortgagee if (i) prior to finalizing negotiations for such Lease Transaction, Grantor Mortgagor has submitted to Beneficiary Mortgagee an approval request package (“Approval Package”) with respect to such Lease Transaction containing a letter requesting BeneficiaryMortgagee’s approval (and containing a signature line on which Beneficiary Mortgagee may evidence its approval of such Lease Transaction) and notifying BeneficiaryMortgagee, in bold enlarged type, that BeneficiaryMortgagee’s approval will be deemed given if it fails to respond within ten (10) Business Days after its receipt of such Approval Package, and Beneficiary Mortgagee thereafter fails to respond within ten (10) Business Days after its receipt of such Approval Package; provided, however, that Grantor Mortgagor shall supply Beneficiary Mortgagee with any other information reasonably requested by Beneficiary Mortgagee with respect to such proposed Lease Transaction within five (5) Business Days after BeneficiaryMortgagee’s receipt of the Approval Package, in which event BeneficiaryMortgagee’s approval shall be deemed given if Beneficiary Mortgagee has not disapproved or approved the Approval Package within ten (10) Business Days after the last to arrive of the proposed Approval Package and any additional information so requested by BeneficiaryMortgagee. Each Approval Package shall contain a description of all of the principal terms of the proposed Lease Transaction, a description of the tenant and its controlling constituents and (with respect to new leases or modifications/amendments) GrantorMortgagor’s reasonably detailed analysis of the tenant’s creditworthiness (with respect to new leases or modifications/amendments), and a copy of any and all term sheets or letters of intent executed in connection with such Lease Transaction, together with the proposed forms of definitive documentation. Grantor Mortgagor shall deliver to Beneficiary Mortgagee copies of all Leases or modifications promptly upon execution and delivery thereof. (c) Except with the prior written consent of BeneficiaryMortgagee, which may be granted or withheld in BeneficiaryMortgagee’s sole discretion, Grantor Mortgagor will not (i) collect rent from all or any part of the Property for more than one month in advance, (ii) assign the rents from the Property or any part thereof, or (iii) consent to the cancellation or surrender of all or any part of any Lease, except that Grantor Mortgagor may in good faith terminate any Lease for nonpayment of rent or other material breach by the tenant. (d) Without limiting the generality of the foregoing, whether or not BeneficiaryMortgagee’s consent to the cancellation or surrender of any Lease is required hereunder, (i) Grantor Mortgagor shall notify Beneficiary Mortgagee in writing of any cancellation penalties or other consideration as and when received by Grantor Mortgagor in connection with such cancellation or surrender (the “Termination Fees”), which written notice must be delivered to Beneficiary Mortgagee within five (5) days of the payment by the applicable tenant of any such Termination Fees to GrantorMortgagor, and (ii) at BeneficiaryMortgagee’s sole option, Beneficiary Mortgagee shall be entitled to (A) require that Grantor Mortgagor enter into the TI/LC Reserve (as defined in the Vacancy Risk Agreement) with Beneficiary Mortgagee and deposit such Termination Fees into the TI/LC Reserve, and (B) impose such restrictions and conditions on the timing and amount of disbursements of the Termination Fees from such reserve as Beneficiary Mortgagee may require in its reasonable discretion, including, without limitation, the conditions described in Section 6 of the TI/LC Reserve Agreement. (e) Subject to BeneficiaryMortgagee’s approval of each Lease, in any circumstance where, pursuant to the terms of the Lease, GrantorMortgagor’s consent to any action under such Lease shall not be unreasonably withheld or delayed, and such action requires the consent of BeneficiaryMortgagee, BeneficiaryMortgagee’s consent to such action shall likewise not be unreasonably withheld or delayed. In addition, BeneficiaryMortgagee’s consent to such action shall be subject to the deemed approval provisions described in Section 5.3(b) above.

Interference with Leases. (a) Grantor Mortgagor will neither dodo anything, nor neglect to dodo any act required under any Lease, anything which may cause or permit the termination of any Lease of all or any part of the Property, or cause or permit the withholding or abatement of any rent payable under any such Lease. (b) Without Beneficiary’s Except as provided in subsection (c) below, without Mortgagee's prior written consent, which may be granted or withheld in Beneficiary’s Mortgagee's sole discretion, Grantor Mortgagor shall not enter into or modify (including without limitation modifications relating to the financial covenants or any financial reporting requirements) any Lease of all or any part of the Property. Any lease, lease submission by Mortgagor for Mortgagee's approval of a Lease or modification thereof shall be accompanied by a copy of such Lease or modification, lease amendment or lease termination (“a Lease Transaction”) abstract, a then-current rent roll for which Beneficiary’s consent is required under the Loan Documents shall be deemed approved by Beneficiary if (i) Property, year-to-date and prior to finalizing negotiations year operating statements for such Lease Transactionthe Property, Grantor has submitted to Beneficiary an approval request package (“Approval Package”) with respect to such Lease Transaction containing and a cover letter requesting Beneficiary’s Mortgagee's approval (and containing which contains a signature line on which Beneficiary Mortgagee may evidence its approval of such Lease Transactionor modification. (c) and notifying BeneficiaryNotwithstanding the provisions of subsection (b), in bold enlarged typeabove, that Beneficiary’s approval will Mortgagor shall be deemed given if it fails permitted to respond enter into ground floor retail Leases, without Mortgagee's prior written consent, provided such Leases are on market terms. Mortgagor shall provide to Mortgagee a copy of any retail Lease entered into without Mortgagee's consent within ten (10) Business Days after days following its receipt of such Approval Package, and Beneficiary thereafter fails to respond within ten (10) Business Days after its receipt of such Approval Package; provided, however, that Grantor shall supply Beneficiary with any other information reasonably requested by Beneficiary with respect to such proposed Lease Transaction within five (5) Business Days after Beneficiary’s receipt of the Approval Package, in which event Beneficiary’s approval shall be deemed given if Beneficiary has not disapproved or approved the Approval Package within ten (10) Business Days after the last to arrive of the proposed Approval Package and any additional information so requested by Beneficiary. Each Approval Package shall contain a description of all of the principal terms of the proposed Lease Transaction, a description of the tenant and its controlling constituents and (with respect to new leases or modifications/amendments) Grantor’s reasonably detailed analysis of the tenant’s creditworthiness (with respect to new leases or modifications/amendments), and a copy of any and all term sheets or letters of intent executed in connection with such Lease Transaction, together with the proposed forms of definitive documentation. Grantor shall deliver to Beneficiary copies of all Leases or modifications promptly upon execution and delivery thereofexecution. (cd) Except with the prior written consent of BeneficiaryMortgagee, which may be granted or withheld in Beneficiary’s Mortgagee's sole discretion, Grantor Mortgagor will not (i) collect rent from all or any part of the Property for more than one month in advance, (ii) assign the rents from the Property or any part thereof, or (iii) consent to the cancellation or surrender of all or any part of any Lease, except that Grantor Mortgagor may in good faith terminate any Lease for nonpayment of rent or other material breach by the tenant. (d) Without limiting the generality of the foregoing, whether or not Beneficiary’s consent to the cancellation or surrender of any Lease is required hereunder, (i) Grantor shall notify Beneficiary in writing of any cancellation penalties or other consideration as and when received by Grantor in connection with such cancellation or surrender (the “Termination Fees”), which written notice must be delivered to Beneficiary within five (5) days of the payment by the applicable tenant of any such Termination Fees to Grantor, and (ii) at Beneficiary’s sole option, Beneficiary shall be entitled to (A) require that Grantor enter into the TI/LC Reserve (as defined in the Vacancy Risk Agreement) with Beneficiary and deposit such Termination Fees into the TI/LC Reserve, and (B) impose such restrictions and conditions on the timing and amount of disbursements of the Termination Fees from such reserve as Beneficiary may require in its reasonable discretion, including, without limitation, the conditions described in Section 6 of the TI/LC Reserve Agreement. (e) Subject to Beneficiary’s approval of each Lease, in any circumstance where, pursuant to the terms of the Lease, Grantor’s consent to any action under such Lease shall not be unreasonably withheld or delayed, and such action requires the consent of Beneficiary, Beneficiary’s consent to such action shall likewise not be unreasonably withheld or delayed. In addition, Beneficiary’s consent to such action shall be subject to the deemed approval provisions described in Section 5.3(b) above.

Interference with Leases. (a) Grantor Mortgagor will neither do, nor neglect to do, anything which may cause or permit the termination of any Lease of all or any part of the Property, or cause or permit the withholding or abatement of any rent payable under any such Lease. (b) Without BeneficiaryMortgagee’s prior written consent, which may be granted or withheld in BeneficiaryMortgagee’s sole reasonable discretion, Grantor Mortgagor shall not enter into or modify (including without limitation modifications relating to the financial covenants or any financial reporting requirements) any Lease of all or any part of the Property. Any lease, lease submission by Mortgagor for Mortgagee’s approval of a Lease or modification thereof shall be accompanied by a copy of such Lease or modification, lease amendment or lease termination (“a Lease Transaction”) abstract, a then-current rent roll for which Beneficiary’s consent is required under the Loan Documents shall be deemed approved by Beneficiary if (i) Property, year-to-date and prior to finalizing negotiations year operating statements for such Lease Transactionthe Property, Grantor has submitted to Beneficiary an approval request package (“Approval Package”) with respect to such Lease Transaction containing and a cover letter requesting BeneficiaryMortgagee’s approval (and containing which contains a signature line on which Beneficiary Mortgagee may evidence its approval of such Lease Transaction) and notifying Beneficiary, in bold enlarged type, that Beneficiary’s approval will be deemed given if it fails to respond within ten (10) Business Days after its receipt of such Approval Package, and Beneficiary thereafter fails to respond within ten (10) Business Days after its receipt of such Approval Package; provided, however, that Grantor shall supply Beneficiary with any other information reasonably requested by Beneficiary with respect to such proposed Lease Transaction within five (5) Business Days after Beneficiary’s receipt of the Approval Package, in which event Beneficiary’s approval shall be deemed given if Beneficiary has not disapproved or approved the Approval Package within ten (10) Business Days after the last to arrive of the proposed Approval Package and any additional information so requested by Beneficiary. Each Approval Package shall contain a description of all of the principal terms of the proposed Lease Transaction, a description of the tenant and its controlling constituents and (with respect to new leases or modifications/amendments) Grantor’s reasonably detailed analysis of the tenant’s creditworthiness (with respect to new leases or modifications/amendments), and a copy of any and all term sheets or letters of intent executed in connection with such Lease Transaction, together with the proposed forms of definitive documentation. Grantor shall deliver to Beneficiary copies of all Leases or modifications promptly upon execution and delivery thereofmodification. (c) Except with the prior written consent of BeneficiaryMortgagee, which may be granted or withheld in BeneficiaryMortgagee’s sole discretion, Grantor Mortgagor will not (i) collect rent from all or any part of the Property for more than one month in advance, (ii) assign the rents from the Property or any part thereof, or (iii) consent to the cancellation or surrender of all or any part of any Lease, except that Grantor Mortgagor may in good faith terminate any Lease for nonpayment of rent or other material breach by the tenant. (d) Without limiting Notwithstanding the generality provisions of the foregoing, whether or not Beneficiary’s consent Section 5.3(b) to the cancellation or surrender of contrary, Mortgagor shall have the right to enter into “Safe-Harbor Leases” (as hereinafter defined) without Mortgagee’s prior written consent. A “Safe Harbor Lease” shall mean any proposed market Lease is required hereunder, that meets the following criteria: (i) Grantor shall notify Beneficiary in writing of any cancellation penalties or other consideration as and when received by Grantor in connection with the rent payable under such cancellation or surrender (the “Termination Fees”)proposed Lease is a rent that is no less than $6.00 per square foot on a triple-net basis, which written notice must be delivered to Beneficiary within five (5) days of the payment by the applicable tenant of any such Termination Fees to Grantor, and (ii) at Beneficiary’s sole optionthe rentable area to be demised pursuant to such proposed Lease which, Beneficiary when combined with any other space in the Property leased to affiliated entities of the tenant under such proposed Safe Harbor Lease, is less than 25,000 square feet, (iii) such Lease shall be entitled for a term of no less than three (3) years and no greater than ten (10) years, including any tenant extension option(s); provided, however, that the term, including any extension options, may extend to fifteen (15) years if lease years 11-15 have a rental rate not less than the greater of (A) require that Grantor enter into the TI/LC Reserve (as defined in the Vacancy Risk Agreement) with Beneficiary and deposit such Termination Fees into the TI/LC Reserve, rental rate for year 10 and (B) impose market rental rate, (iv) the tenant improvement allocation or allowance shall not exceed $10.00 per rentable square foot, unless Guarantor guarantees the payment of such restrictions allocation or allowance in excess of $10.00 per rentable square foot, and conditions on (v) such lease shall satisfy the timing and amount of disbursements of the Termination Fees from such reserve as Beneficiary may require in its reasonable discretion, including, without limitation, the conditions described additional leasing guidelines set forth in Section 6 of the TI/LC Reserve Agreement. (e5.3(e) Subject to Beneficiary’s approval of each Lease, in any circumstance where, pursuant to the terms of the Lease, Grantor’s consent to any action under such Lease shall not be unreasonably withheld or delayed, and such action requires the consent of Beneficiary, Beneficiary’s consent to such action shall likewise not be unreasonably withheld or delayed. In addition, Beneficiary’s consent to such action shall be subject to the deemed approval provisions described in Section 5.3(b) above.below:

Interference with Leases. (a) Grantor Subject to the provisions of Section 5.3(d) hereof, Mortgagor will neither do, nor neglect to do, anything which may cause or permit the termination of any Lease of all or any part of the Property, or cause or permit the withholding or abatement of any rent payable under any such Lease. (b) Without BeneficiarySubject to the provisions of Section 5.3(d) hereof, without Mortgagee’s prior written consent, which may be granted or withheld in BeneficiaryMortgagee’s sole discretion, Grantor Mortgagor shall not enter into or modify (including without limitation modifications relating to the financial covenants or any financial reporting requirements) any Lease of all or any part of the Property. Any lease, lease submission by Mortgagor for Mortgagee’s approval of a Lease or modification thereof shall be accompanied by a copy of such Lease or modification, lease amendment or lease termination (“a Lease Transaction”) abstract, a then-current rent roll for which Beneficiary’s consent is required under the Loan Documents shall be deemed approved by Beneficiary if (i) Property, year-to-date and prior to finalizing negotiations year operating statements for such Lease Transactionthe Property, Grantor has submitted to Beneficiary an approval request package (“Approval Package”) with respect to such Lease Transaction containing and a cover letter requesting BeneficiaryMortgagee’s approval (and containing which contains a signature line on which Beneficiary Mortgagee may evidence its approval of such Lease Transaction) and notifying Beneficiary, in bold enlarged type, that Beneficiary’s approval will be deemed given if it fails to respond within ten (10) Business Days after its receipt of such Approval Package, and Beneficiary thereafter fails to respond within ten (10) Business Days after its receipt of such Approval Package; provided, however, that Grantor shall supply Beneficiary with any other information reasonably requested by Beneficiary with respect to such proposed Lease Transaction within five (5) Business Days after Beneficiary’s receipt of the Approval Package, in which event Beneficiary’s approval shall be deemed given if Beneficiary has not disapproved or approved the Approval Package within ten (10) Business Days after the last to arrive of the proposed Approval Package and any additional information so requested by Beneficiary. Each Approval Package shall contain a description of all of the principal terms of the proposed Lease Transaction, a description of the tenant and its controlling constituents and (with respect to new leases or modifications/amendments) Grantor’s reasonably detailed analysis of the tenant’s creditworthiness (with respect to new leases or modifications/amendments), and a copy of any and all term sheets or letters of intent executed in connection with such Lease Transaction, together with the proposed forms of definitive documentation. Grantor shall deliver to Beneficiary copies of all Leases or modifications promptly upon execution and delivery thereofmodification. (c) Except with the prior written consent of BeneficiaryMortgagee, which may be granted or withheld in BeneficiaryMortgagee’s sole discretion, Grantor Mortgagor will not (i) collect rent from all or any part of the Property for more than one month in advance, (ii) assign the rents from the Property or any part thereof, or (iii) subject to the provisions of Section 5.3(d) hereof, consent to the cancellation or surrender of all or any part of any Lease, except that Grantor Mortgagor may in good faith terminate any Lease for nonpayment of rent or other material breach by the tenant. (d) Notwithstanding anything stated to the contrary in this Section 5.3, and provided that no Event of Default exists and is continuing, Mortgagee’s approval shall not be required with respect to any new Lease entered into by the initial Mortgagor named herein for the Property in the future or with respect to any amendment, modification, extension, expansion or termination of any existing Lease or future Lease; provided, however, that Mortgagor shall promptly deliver to Mortgagee a copy of any new Lease entered into by Mortgagor and any lease amendment, modification, extension, expansion or termination of any existing Lease or future Lease entered into by Mortgagor. (e) Without limiting the generality of the foregoing, whether or not BeneficiaryMortgagee’s consent to the cancellation or surrender of any Lease is required hereunder, Mortgagee may (i) Grantor shall notify Beneficiary require that Mortgagor deposit into an escrow account acceptable to Mortgagee in writing of any its reasonable discretion all cancellation penalties or other consideration as paid to Mortgagor in an amount equal to or greater than $100,000.00 (and when any such termination fees received by Grantor Mortgagor under said $100,000.00 may be retained by Mortgagor) in connection with such cancellation or surrender (the “Termination Fees”); provided, which written notice must however, that the amount of any Termination Fees required to be delivered deposited by Mortgagor under this Section 5.3 shall be limited to Beneficiary within five the lesser of (51) days the actual amount of the payment by the applicable tenant of any such Termination Fees to GrantorLease termination payment, and (ii) at Beneficiary’s sole option, Beneficiary shall be entitled to (A) require that Grantor enter into the TI/LC Reserve (as defined in the Vacancy Risk Agreement) with Beneficiary and deposit such Termination Fees into the TI/LC Reserve, and (B) impose such restrictions and conditions on the timing and amount of disbursements of the Termination Fees from such reserve as Beneficiary may require in its reasonable discretion, including, without limitation, the conditions described in Section 6 of the TI/LC Reserve Agreement. (e) Subject to Beneficiary’s approval of each Lease, in any circumstance where, pursuant to the terms of the Lease, Grantor’s consent to any action under such Lease shall not be unreasonably withheld or delayed, and such action requires the consent of Beneficiary, Beneficiary’s consent to such action shall likewise not be unreasonably withheld or delayed. In addition, Beneficiary’s consent to such action shall be subject to the deemed approval provisions described in Section 5.3(b) above.and

Interference with Leases. (a) Grantor Subject to the provisions of Section 5.3(d) hereof, Trustor will neither do, nor neglect to do, anything which may cause or permit the termination of any Lease of all or any part of the Property, or cause or permit the withholding or abatement of any rent payable under any such Lease. (b) Without Subject to the provisions of Section 5.3(d) hereof, without Beneficiary’s prior written consent, which may be granted or withheld in Beneficiary’s sole discretion, Grantor Trustor shall not enter into or modify (including without limitation modifications relating to the financial covenants or any financial reporting requirements) any Lease of all or any part of the Property. Any lease, lease submission by Trustor for Beneficiary’s approval of a Lease or modification thereof shall be accompanied by a copy of such Lease or modification, lease amendment or lease termination (“a Lease Transaction”) abstract, a then-current rent roll for which Beneficiary’s consent is required under the Loan Documents shall be deemed approved by Beneficiary if (i) Property, year-to-date and prior to finalizing negotiations year operating statements for such Lease Transactionthe Property, Grantor has submitted to Beneficiary an approval request package (“Approval Package”) with respect to such Lease Transaction containing and a cover letter requesting Beneficiary’s approval (and containing which contains a signature line on which Beneficiary may evidence its approval of such Lease Transaction) and notifying Beneficiary, in bold enlarged type, that Beneficiary’s approval will be deemed given if it fails to respond within ten (10) Business Days after its receipt of such Approval Package, and Beneficiary thereafter fails to respond within ten (10) Business Days after its receipt of such Approval Package; provided, however, that Grantor shall supply Beneficiary with any other information reasonably requested by Beneficiary with respect to such proposed Lease Transaction within five (5) Business Days after Beneficiary’s receipt of the Approval Package, in which event Beneficiary’s approval shall be deemed given if Beneficiary has not disapproved or approved the Approval Package within ten (10) Business Days after the last to arrive of the proposed Approval Package and any additional information so requested by Beneficiary. Each Approval Package shall contain a description of all of the principal terms of the proposed Lease Transaction, a description of the tenant and its controlling constituents and (with respect to new leases or modifications/amendments) Grantor’s reasonably detailed analysis of the tenant’s creditworthiness (with respect to new leases or modifications/amendments), and a copy of any and all term sheets or letters of intent executed in connection with such Lease Transaction, together with the proposed forms of definitive documentation. Grantor shall deliver to Beneficiary copies of all Leases or modifications promptly upon execution and delivery thereofmodification. (c) Except with the prior written consent of Beneficiary, which may be granted or withheld in Beneficiary’s sole discretion, Grantor Trustor will not (i) collect rent from all or any part of the Property for more than one month in advance, (ii) assign the rents from the Property or any part thereof, or (iii) subject to the provisions of Section 5.3(d) hereof, consent to the cancellation or surrender of all or any part of any Lease, except that Grantor Trustor may in good faith terminate any Lease for nonpayment of rent or other material breach by the tenant. (d) Notwithstanding anything stated to the contrary in this Section 5.3, and provided that no Event of Default exists and is continuing, Beneficiary’s approval shall not be required with respect to any new Lease entered into by the initial Trustor named herein for the Property in the future or with respect to any amendment, modification, extension, expansion or termination of any existing Lease or future Lease; provided, however, that Trustor shall promptly deliver to Beneficiary a copy of any new Lease entered into by Trustor and any lease amendment, modification, extension, expansion or termination of any existing Lease or future Lease entered into by Trustor. (e) Without limiting the generality of the foregoing, whether or not Beneficiary’s consent to the cancellation or surrender of any Lease is required hereunder, Beneficiary may (i) Grantor shall notify require that Trustor deposit into an escrow account acceptable to Beneficiary in writing of any its reasonable discretion all cancellation penalties or other consideration as paid to Trustor in an amount equal to or greater than $100,000.00 (and when any such termination fees received by Grantor Trustor under said $100,000.00 may be retained by Trustor) in connection with such cancellation or surrender (the “Termination Fees”); provided, which written notice must however, that the amount of any Termination Fees required to be delivered deposited by Trustor under this Section 5.3 shall be limited to Beneficiary within five the lesser of (51) days the actual amount of the payment by Lease termination payment, and (2) the applicable tenant amount needed to cover the retenanting costs of any such Termination Fees to Grantorthe vacant space, and (ii) at Beneficiary’s sole option, Beneficiary shall be entitled to (A) require that Grantor enter into the TI/LC Reserve (as defined in the Vacancy Risk Agreement) with Beneficiary and deposit such Termination Fees into the TI/LC Reserve, and (B) impose such restrictions and conditions on the timing and amount of disbursements of the Termination Fees from such reserve escrow account as Beneficiary may require in its reasonable discretion, including, without limitationlimitation (A) requiring that (1) such vacant space be relet to a tenant and under a Lease acceptable to Beneficiary in its reasonable discretion (an “Approved Lease”), (2) the conditions described tenant under the Approved Lease is in Section 6 occupancy of the TI/LC Reserve Agreement. Property and paying rent, (e3) Subject Trustor provide to Beneficiary a tenant estoppel certificate from the tenant under the Approved Lease in a form acceptable to Beneficiary in Beneficiary’s approval reasonable discretion, and (4) Trustor provide to Beneficiary evidence acceptable to Beneficiary in its reasonable discretion that all improvements to the Property required by the Approved Lease have been completed, and (B) limiting the amount of each such disbursement to the lesser of the actual cost of retenanting such space or the amount calculated by dividing the Termination Fees by the total square feet of space vacated, then multiplying that result by the number of square feet of newly leased space under the Approved Lease. If at any time the amount of Termination Fees held by Beneficiary exceeds the estimated amount needed for retenanting costs, such excess amount shall be promptly remitted back to Trustor. Notwithstanding anything stated to the contrary herein, Permitted REIT Distributions (as defined in any circumstance where, the Note) shall have priority over the requirement to deposit Termination Fees pursuant to this Section 5.3(e) and the provisions of subsection 5.3(e)(ii)(A) shall apply only after a transfer of the Property by the initial Trustor named herein pursuant to the terms provisions of Section 5.4(c), below. Trustor hereby grants to Beneficiary a security interest in the LeaseTermination Fees and agrees that, Grantor’s consent to following the occurrence of any action under Event of Default, Beneficiary may apply the Termination Fees against the Secured Obligations in such Lease shall not be unreasonably withheld or delayed, order and such action requires the consent of Beneficiary, Beneficiary’s consent to such action shall likewise not be unreasonably withheld or delayed. In addition, Beneficiary’s consent to such action shall be subject to the deemed approval provisions described manner as Beneficiary may elect in Section 5.3(b) aboveits sole discretion.

Interference with Leases. (a) Grantor Borrower will neither do, nor neglect to do, anything which may cause or permit the termination of any Lease of all or any part of the Property, or cause or permit the withholding or abatement of any rent payable under any such Lease. (b) Without BeneficiaryAll Leases (i) unless the Leases are for individual apartments, shall be subject to Lender’s approval, or (ii) if the Leases are for individual apartments, shall (A) have original terms of no less than six (6) months, (B) be with bona fide, arm’s length tenants, (C) contain rental and other terms consistent with those prevailing in the applicable market, and (D) be on a form previously delivered to and approved by Lender. Any submission by Borrower for Lender’s approval of a Lease or modification thereof shall be accompanied by a copy of such Lease or modification, a Lease abstract, a then-current rent roll for the Property, year-to-date and prior year operating statements for the Property, and a cover letter requesting Lender’s approval which contains a signature line on which Lender may evidence its approval of such Lease or modification. (c) Notwithstanding the provisions of Section 5.3, Lender’s written consent will not be required prior to entering into any new Safe Harbor Lease (as defined below) provided that no Event of Default has occurred and is continuing, and Borrower delivers a copy of such Safe Harbor Lease to Lender within ten (10) business days after execution thereof together with Borrower’s written certification that such copy is a true, correct and complete copy of the Safe Harbor Lease and that all of the conditions set forth in this sentence and in the definition of “Safe Harbor Lease” have been satisfied. However, Lender’s written consent will be required prior to entering into any Lease that would otherwise qualify as a Safe Harbor Lease, as a condition to executing any non-disturbance or recognition agreement requested by the tenant thereunder, which non-disturbance or recognition agreement shall be in form and substance acceptable to Lender in its sole discretion. (d) For purposes of Section 5.3(c), the term “Safe Harbor Lease” shall be a Lease that meets all of the following conditions: (i) on a standard form of lease previously approved in writing by Lender, with such changes only as are necessitated by the business terms satisfying the requirements of this definition of “Safe Harbor Lease” and other non-material changes as are commercially reasonable; (ii) entered into at arm’s length with a third party tenant unaffiliated with Borrower or Surety, which tenant shall be creditworthy and reputable; (iii) the net rentable area of the leased premises, when combined with any other space in the Property leased to an affiliate of the tenant, shall not exceed 20,000 rentable square feet and shall not contain any tenant expansion options that, if exercised, would cause the leased premises to exceed such rentable square footage limitations; (iv) the term of the Lease shall not be less than five (5) years or greater than twenty (20) years (excluding tenant renewal options that comply with clause (vi) below) or the Lease is a “seasonal” retail lease with a term of less than six (6) months without any options to extend the term of the Lease; provided, however, with respect to any renewal of the Lease with USPS, for said renewal to be considered a Safe Harbor Lease, the term must exceed ten (10) years; (v) the minimum contract rent during the initial term of the Lease (after taking into consideration tenant improvement allowances, rental abatement periods, and other leasing concessions) is equal to or greater than then current fair market rental rate for the leased premises; (vi) the minimum contract rent during any extension or renewal term shall be either (A) fixed at the time the Lease is executed, which rent shall not be reduced from that charged during the initial term, shall be not less than the then current fair market rental rate for the leased premises during such renewal terms, and contain such increases as would be fair and consistent with the market at the time the Lease is executed, or (B) determined at the time of renewal and not be less than ninety percent (90%) of the then-current fair market rental rate for the leased premises; (vii) the leasing commission for such Lease shall not be greater than then-current market conditions; (viii) requires tenant to attorn to Lender or Lender’s successor in interest upon such party’s acquisition of title and at such party’s sole option; (ix) does not contain any requirement for a non-disturbance or recognition agreement, or any other provision which would adversely affect Lender’s rights under the Loan Documents in any material way; (x) does not contain any material restrictions on the landlord’s rights to lease remaining portions of the Property, excluding reasonable and customary tenant exclusions for shopping centers of similar size; (xi) does not contain any provision that would permit the abatement or reduction of rent (including the conversion of fixed rent to percentage rent), in whole or in part, for any reason, other than during restoration for a casualty, for more than twelve (12) consecutive months (i.e., a co-tenancy clause that would trigger percentage rent for the remainder of the lease term) unless, at the end of the twelve (12) months, the tenant must either reinstate full rent or terminate the lease and surrender the premises; (xii) does not contain any option, right of first refusal, right of first offer or other preferential right to purchase the Property or any portion thereof, or termination options (other than in the event of material casualty or condemnation or material landlord default) and does not grant tenant any incentives equivalent to an ownership interest in the Property or grant tenant any interest in the ownership of the Property, or otherwise contain terms that would cause a material impairment of Lender’s security; and (xiii) complies with all applicable state, federal and other law. (e) Except with the prior written consentconsent of Lender, which may be granted or withheld in BeneficiaryLender’s sole discretion, Grantor shall not enter into or modify (including without limitation modifications relating to the financial covenants or any financial reporting requirements) any Lease of all or any part of the Property. Any lease, lease modification, lease amendment or lease termination (“Lease Transaction”) for which Beneficiary’s consent is required under the Loan Documents shall be deemed approved by Beneficiary if (i) prior to finalizing negotiations for such Lease Transaction, Grantor has submitted to Beneficiary an approval request package (“Approval Package”) with respect to such Lease Transaction containing a letter requesting Beneficiary’s approval (and containing a signature line on which Beneficiary may evidence its approval of such Lease Transaction) and notifying Beneficiary, in bold enlarged type, that Beneficiary’s approval will be deemed given if it fails to respond within ten (10) Business Days after its receipt of such Approval Package, and Beneficiary thereafter fails to respond within ten (10) Business Days after its receipt of such Approval Package; provided, however, that Grantor shall supply Beneficiary with any other information reasonably requested by Beneficiary with respect to such proposed Lease Transaction within five (5) Business Days after Beneficiary’s receipt of the Approval Package, in which event Beneficiary’s approval shall be deemed given if Beneficiary has not disapproved or approved the Approval Package within ten (10) Business Days after the last to arrive of the proposed Approval Package and any additional information so requested by Beneficiary. Each Approval Package shall contain a description of all of the principal terms of the proposed Lease Transaction, a description of the tenant and its controlling constituents and (with respect to new leases or modifications/amendments) Grantor’s reasonably detailed analysis of the tenant’s creditworthiness (with respect to new leases or modifications/amendments), and a copy of any and all term sheets or letters of intent executed in connection with such Lease Transaction, together with the proposed forms of definitive documentation. Grantor shall deliver to Beneficiary copies of all Leases or modifications promptly upon execution and delivery thereof. (c) Except with the prior written consent of Beneficiary, which may be granted or withheld in Beneficiary’s sole discretion, Grantor Borrower will not (i) collect rent from all or any part of the Property for more than one month in advance, (ii) assign the rents from the Property or any part thereof, or (iii) consent to the cancellation or surrender of all or any part of any Lease, except that Grantor Borrower may in good faith terminate any Lease for nonpayment of rent or other material breach by the tenant. (df) Without limiting the generality of the foregoing, whether or not BeneficiaryLender’s consent to the cancellation or surrender of any Lease is required hereunder, (i) Grantor Borrower shall notify Beneficiary Lender in writing of any cancellation penalties or other consideration as and when received by Grantor payable to Borrower in connection with such cancellation or surrender (the “Termination Fees”), which written notice must be delivered to Beneficiary within five (5) days of Lender prior to the payment by the applicable tenant of any such Termination Fees to GrantorBorrower, and (ii) at BeneficiaryLender’s sole option, Beneficiary Lender shall be entitled to (A) require that Grantor enter into the TI/LC Reserve (as defined in the Vacancy Risk Agreement) with Beneficiary and Borrower deposit such Termination Fees into the TI/LC Reservea reserve held by Lender or Lender’s loan servicer, and (B) impose such restrictions and conditions on the timing and amount of disbursements of the Termination Fees from such reserve as Beneficiary Lender may require in its reasonable discretion, including, without limitationlimitation (x) requiring that (1) such vacant space be relet to a tenant and under a Lease acceptable to Lender in its reasonable discretion (an “Approved Lease”), (2) the conditions described tenant under the Approved Lease is in Section 6 occupancy of the Property and paying rent, (3) Borrower provide to Lender a tenant estoppel certificate from the tenant under the Approved Lease in a form acceptable to Lender in Lender’s reasonable discretion, and (4) Borrower provide to Lender evidence acceptable to Lender in its reasonable discretion that all improvements to the Property required by the Approved Lease have been completed, and (y) limiting the amount of such disbursement to the lesser of the actual cost of retenanting such space or the amount calculated by dividing the Termination Fees by the total square feet of space vacated, then multiplying that result by the number of square feet of newly leased space under the Approved Lease. Borrower shall pay all actual out-of-pocket fees and expenses incurred by Lender or Lender’s loan servicer in connection with opening, holding, maintaining and administering such reserve, provided that, at Lender’s sole option, Lender and or Lender’s loan servicer may automatically deduct such fees and expenses from funds on deposit in such reserve without notice to or consent from Borrower. Upon the occurrence of an Event of Default, Lender may apply any Termination Fees to the Secured Obligations in such order and in such manner as determined by Lender in its sole discretion. Notwithstanding the foregoing, if the Termination Fees are applicable to a Major Tenant (as defined in the TI/LC Reserve Agreement), Borrower shall deposit such Termination Fees into the Reserve (as defined in the TI/LC Reserve Agreement) in connection with the applicable Major Tenant, and the funds shall be disbursed in accordance with the TI/LC Reserve Agreement. (e) Subject to Beneficiary’s approval of each Lease, in any circumstance where, pursuant to the terms of the Lease, Grantor’s consent to any action under such Lease shall not be unreasonably withheld or delayed, and such action requires the consent of Beneficiary, Beneficiary’s consent to such action shall likewise not be unreasonably withheld or delayed. In addition, Beneficiary’s consent to such action shall be subject to the deemed approval provisions described in Section 5.3(b) above.