Common use of Leases Clause in Contracts

Leases. (a) Grantor will not (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.

Leases. (a) Grantor Mortgagor will not (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's Mortgagee’s prior consent, (ii) except where the lessee is in default thereundermodify, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term in a manner which is not commercially reasonable, (iii) accept prepayments of any installments of rents in excess of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents month’s rent to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunderthereunder and lease cancellation or buy-out fees in connection with a permitted cancellation, (viv) modify, release or terminate any guaranties of any such lease in a manner which is not commercially reasonable or (viv) in any other manner impair the value of the Mortgaged Property as a whole or the security hereof. In addition, Mortgagor will comply with the leasing requirements set forth in Section 6.10 of the Loan Agreement. (b) Grantor Mortgagor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property managerthereunder, and will at all times promptly and faithfully perform, or cause to be performed, in a commercially reasonable manner, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary use commercially reasonable efforts to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor Mortgagor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary Mortgagee and shall deliver copies thereof to Beneficiary Mortgagee promptly upon receipt. (c) In Each lease of the Premises, or of any part thereof, entered into after the date hereof shall provide that, in the event of the enforcement by Trustee or Beneficiary Mortgagee of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise thereunder will, upon request of any person succeeding to the interest of Grantor Mortgagor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interestlease. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment. (d) Mortgagor shall apply tenant security deposits only in accordance with the applicable Leases. Mortgagor shall, promptly upon Mortgagee’s request following an Event of Default, deposit all tenant security deposits in respect of the Premises into an account with Mortgagee or as designated by Mortgagee, which deposits shall be held and disbursed to tenants as required under the terms of their respective leases. If an Event of Default exists, Mortgagor shall be deemed to be holding all tenant security deposits in trust for the benefit of Mortgagee, subject to the rights of tenants in such security deposits.

Leases. (a) Grantor will not (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consentTrue, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease correct and complete copies of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise willProperty and any amendments thereto (collectively, upon request the "Leases") are available at Contributor's corporate office for review and copying by FWRLP. Attached hereto as Exhibit B is a description of all of the Leases and a current rent schedule ("Rent Schedule") covering the Leases. There are no leases or tenancies of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change space in the terms Property other than those set forth in Exhibit B or other provisions any subleases or subtenancies which have been consented to by Contributor or of such lease, provided, however, that said successor which Contributor has actual knowledge unless otherwise noted therein. Except as otherwise set forth in interest shall not be bound by Exhibit B or elsewhere in this Agreement: (i) any payment to the best of rent or additional rent for more than one (1) month Contributor's knowledge, the Leases are in advancefull force and effect and constitute a legal, except prepayments in valid and binding obligation of the nature of security for the performance respective tenants and are assignable by said lessee of its obligations under said lease or Contributor to FWRLP; (ii) no tenant has an option to purchase the Property; (iii) no renewal or expansion options have been granted to the tenants, except as provided in the Leases; (iv) to the best of Contributor's knowledge, Contributor is not in default under any amendment or modification of the lease made without Leases; (v) the consent rents set forth on the Rent Schedule are being collected on a current basis and there are no arrearages in excess of Beneficiary one month, except as indicated in Exhibit B hereto, nor has any tenant paid any rent, additional rent or other charge of any nature for a period of more than thirty (30) days in advance; (vi) all work for tenant alterations and other work or materials contracted for by Contributor and any tenant has been completed, and all work and materials have been fully paid for or will be paid for by Closing and all contributions to tenants for tenant improvements, if any, have been paid in full or will be paid for by Closing; (vii) Contributor has not sent written notice to any tenant claiming that such successor tenant is in interest. Each lease shall also provide thatdefault, upon request which default remains uncured, and to the best of Contributor's knowledge, no tenant is in default under its Lease, except as indicated in Exhibit B hereto; (ix) no action or proceeding instituted against Contributor by said successor any tenant is presently pending in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.any court; and (x) there are no security deposits other than those set forth in Exhibit B.

Leases. To each Borrower’s actual knowledge after due inquiry and except as set forth on Schedule X attached hereto or as otherwise disclosed in the estoppel certificates delivered to Lender in connection with the closing of the Loan, (a) Grantor will the Properties are not subject to any Leases other than the HRHI Lease and the other Leases described in said Schedule X, (ib) execute an assignment each Mortgage Borrower is the owner and lessor of the rents landlord’s interest in each such Lease affecting its Property, (c) no Person has any possessory interest in any Property or any part thereof from right to occupy the Premises without Beneficiary's prior consentsame except under and pursuant to the provisions of such Leases, (iid) except where all commercial Leases are in full force and effect and there are no material defaults thereunder by either party and there are no conditions that, with the lessee is in default thereunderpassage of time or the giving of notice, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereofboth, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor would constitute material defaults thereunder, (ive) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance copies of the lessees thereundercommercial Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (vf) modify, release or terminate any guaranties of any such lease or no Rent (viincluding security deposits) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for has been paid more than one (1) month in advanceadvance of its due date, (g) all work to be performed by the landlord under each Lease has been performed as required in such Lease and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by any Mortgage Borrower to any tenant has already been received by such tenant, (h) there has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents received therein which is still in effect, (i) no commercial tenant listed on Schedule X has assigned its Lease or sublet all or any portion of the premises demised thereby, no such commercial tenant holds its leased premises under assignment or sublease, nor does anyone except prepayments such commercial tenant and its employees occupy such leased premises, (j) no tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the Property of which the leased premises are a part, and (k) no tenant under any Lease has any right or option for additional space in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentImprovements.

Leases. (a) Grantor will not (i) execute An affidavit (the “Leasing Affidavit”) of an assignment Authorized Officer of the rents Borrower certifying that except as disclosed in the estoppel certificates delivered to the Administrative Agent prior to the Closing Date, that certain ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Company Delinquency/Aging Report (Summarized) dated 7/20/2005 provided to the Administrative Agent, or the rent rolls delivered to the Administrative Agent pursuant to Section 7.22, (A) each tenant lease listed in the Leasing Affidavit is in full force and effect; (B) the tenant lease summaries provided by the Borrower to the Administrative Agent are true and correct and, as to all matters contained therein relating to rent, term, termination rights, options to renew, extend or expand, rights of first refusal or offer, tenant improvement allowances, security deposits and other credit enhancements, insurance, tax and operating expense recovery, and obligations with respect to subordination, non-disturbance and attornment, complete in all material respects, and such summaries do not fail to disclose any part material term of any Lease which would adversely affect the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof from consistent with the Premises without Beneficiary's prior consentterms disclosed in such summary and the rent rolls delivered to the Administrative Agent pursuant to Section 7.22; (C) no defaults exist under any of the Leases (other than the Major Leases) by any party (including any guarantor) thereto that, individually or in the aggregate with respect to all such defaults, would result in a Material Adverse Effect and, to the knowledge of the Borrower, no material default exists under any of the Major Leases; and (D) to the Borrower’s knowledge, no event which would result in a material adverse change in the financial condition, operations or business of one or more tenants under Major Leases has occurred which the Borrower has determined would adversely affect the ability of such tenant to pay its rent and perform its other material obligations under such Major Lease and (ii) except where the lessee is in default thereunder, terminate or consent to standard office lease form and the cancellation or surrender of any standard retail lease of form (both as approved by the Premises or of any part thereof, now existing or hereafter Administrative Agent) to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security used for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereofProjects. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.

Leases. There are no oral or written leases or rights of occupancy or grants or claims of right, title or interest in any portion of the Premises other than the leases (athe "Leases") Grantor will not listed on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies (i) execute an assignment each tenant of the rents or any part thereof from the Premises without Beneficiary's prior consentPremises, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender date of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled tenant's lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount expiration date of the rents payable thereunder or materially expand the obligations of the lessor thereunderthat tenant's lease, (iv) accept prepayments the annual and monthly minimum rental charge, the tenant's share of more than one month of building operating costs (including, without limitation, taxes) and any installments of rents to become due and all costs, expenses and other charges payable by the tenant under such leases, except prepayments in the nature of security for the performance of the lessees thereunderLease, (v) modifyarrearages, release or terminate any guaranties of any such lease or if any, and whether the latest rent due has been paid, (vi) in the amount of prepaid rent, if any, (vii) the amount or description of any other manner impair concessions, allowances, rebates, refunds, escrow or security deposits made by the value tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Mortgaged Property Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is valid and subsisting and in full force and effect, the tenant is in actual possession in the normal course, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security hereof. (b) Grantor will not execute any lease of all deposit contains, where required by law or a substantial portion otherwise applicable, interest which has accrued in accordance with law. Except as set forth on Exhibit "D", no tenant of the Premises except for actual occupancy by under any of the lessee thereunder or its property managerLeases has, and will shall not at all times promptly and faithfully performClosing have, or cause to be performed, all prepaid any rent under any of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent Leases for more than one (1) month in advancemonth. Except as otherwise set forth on Exhibit "D", except prepayments in no security deposits by tenants have heretofore been returned or applied to charges against the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmenttenants.

Leases. (a) Grantor will not (i) execute an assignment Permit any Consolidated Party to enter into, terminate, cancel, amend, restate, supplement or otherwise modify any Lease relating to any Borrowing Base Property without the prior written consent of the rents or any part thereof from the Premises without Beneficiary's prior consent, Administrative Agent (ii) except where the lessee is in default thereunder, terminate or such consent to be granted or withheld in the cancellation or surrender of any lease reasonable discretion of the Premises or Administrative Agent, subject to the applicable tenant’s entering into of any part thereofa subordination, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, non-disturbance and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates attornment agreement with respect to the status applicable Lease in form and substance acceptable to the Administrative Agent); provided, that this Section 8.17 shall not be deemed (a) to prohibit the applicable Loan Party’s continued performance under any Lease existing as of the Closing Date; (b) to require the Administrative Agent’s approval for any Lease or any such leasestermination, Grantor shall exercise cancellation, amendment, restatement, supplement or modification thereof with respect to Leases permitted or authorized under the Management Agreements (other than the Lease Agreements) or any parking, restaurant, retail, business, spa, laundry service spaces or wireless antennae leases or any other leases for uses that are customary or ancillary to the operation of the applicable Borrowing Base Property that is on market-rate terms and conditions and by its right terms is expressly subordinated to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof the Mortgage Instrument related to Beneficiary promptly upon receipt. the applicable Borrowing Base Property; (c) In to prohibit the event applicable Loan Party from terminating any Lease by reason of a default by the enforcement tenant thereunder, provided that such termination is commercially reasonable; (d) to prohibit the entering into by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request a Loan Party of any person succeeding ground lease with respect to outparcels held in connection with the applicable Borrowing Base Property, to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by extent (i) any payment the value of rent or additional rent for more than one (1) month in advance, except prepayments in such ground leased outparcels are not material to the nature operation of security for the performance by said lessee of its obligations under said lease or applicable hotel and (ii) any amendment the applicable ground lessee has entered into a subordination, non-disturbance and attornment agreement with respect to the applicable ground lease in form and substance acceptable to the Administrative Agent; (e) to prohibit the Loan Parties from entering into the Lease Agreements; or modification of (f) to prohibit RHP Hotels, LLC, as successor by merger to RHP Property OH, LLC, from leasing what is commonly referred to as the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentLa Petite Building on market terms.

Leases. (a) Grantor will not (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent relation to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter tenancy agreement to be made, having an unexpired term of one (1) year or more, provided, however, that any lease which its Secured Property may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security subject for the performance of the lessees thereundertime being, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, observe and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained perform in all leases of material respects the Premises or portions thereof now or hereafter existing, covenants on the part of the lessor thereunder and enforce the performance and observance in all material respects of the lessee's covenants and conditions each contained in such lease or tenancy agreement, efficiently manage the premises demised by such lease or tenancy agreement and not grant any licence, waiver, consent or approval under, or agree any material variation to the terms of, or any downward rent review under, such lease or tenancy agreement without the prior written consent of the Security Trustee (such consent not to be kept and performed and will at all times do all things reasonably necessary unreasonably withheld or delayed) (it being acknowledged that such Company may agree an upward rent review in relation to compel performance by the lessee under each any lease of all obligations, covenants and agreements by such lessee or tenancy agreement to which its Secured Property may be performed thereunder. If any of such leases provide subject for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made time being without the consent of Beneficiary the Security Trustee) and from time to time on demand supply to the Security Trustee such information in relation to the above as the Security Trustee reasonably requests; and (ii) in relation to any lease or tenancy agreement under which its Secured Property may be held, observe and perform in all material respects the covenants on the part of the lessee and enforce the performance and observance in all material respects of the lessor's covenants and conditions each contained in such successor lease or tenancy agreement, duly and efficiently (for the lessee's benefit) negotiate and deal with any upward rent review (it being acknowledged that such Company may agree a downward rent review without the consent of the Security Trustee) (such consent not to be unreasonably withheld or delayed), notify the Security Trustee promptly of any matter or event under or by reason of which such lease has or may become subject to determination or to the exercise by the lessor of any right of re-entry or forfeiture, if reasonably required by the Security Trustee, pursue diligently applications for relief from forfeiture of any lease and from time to time on demand supply to the Security Trustee such information in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.relation to the above as the Security Trustee reasonably requests; and

Leases. (a) Grantor will not Borrower shall furnish Lender with copies of all Leases to which any Borrower is a party entered into after the Original Closing Date. All new Leases and renewals or amendments of Leases shall, subject in the case of renewals to the terms and provisions of the applicable existing Lease (including any conditions or requirements with respect to attornment, subordination and attornment), be (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consententered into on terms and with Tenants that could not reasonably be expected to result in a Material Adverse Effect, (ii) except where the lessee is in default thereunder, terminate or consent subject and subordinate to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, Mortgages and (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security contain provisions for the performance agreement by the Tenant thereunder to attorn to Lender and any purchaser at a foreclosure sale, such attornment to be self-executing and effective upon acquisition of title to the lessees thereunderapplicable Property by any purchaser at a foreclosure sale, (v) modifywhich agreement by Tenant may be conditioned upon Lender entering into a subordination, release or terminate any guaranties of any such lease or (vi) in any other manner impair attornment and non-disturbance agreement mutually acceptable to Lender and the value of applicable Tenant. If expressly required pursuant to a Lease, Lender shall enter into a subordination, attornment and non-disturbance agreement mutually acceptable to Lender and the Mortgaged Property or the security hereofapplicable Tenant. (b) Grantor will Any Lease that does not execute conform to the standards set forth in Section 4.7(a) (except for any lease Lease to an owner or operator of part or all or of the Sears Auto Center business in connection with the separation of a substantial material portion of the Premises except for actual occupancy by business or assets of such business from the lessee thereunder assets of Guarantor ) shall be subject to the prior written consent of Lender, which consent shall not be unreasonably withheld, delayed or its property managerconditioned. In addition, all new Leases that are Third-Party Leases, and will at all times promptly terminations, renewals and faithfully performamendments of Third-Party Leases, and any surrender of rights under any Third-Party Lease, shall be subject to the prior written consent of Lender, which consent shall not be unreasonably withheld, delayed or cause conditioned. (c) Borrower shall (i) observe and punctually perform in all material respects all the material obligations imposed upon the lessor under the Leases; (ii) use all reasonable efforts to be performed, enforce all of the covenantsmaterial terms, covenants and conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, Leases on the part of the lessor lessee thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance observed or performed, short of termination thereof, except that Borrower may terminate any Lease following a material default thereunder by the lessee respective Tenant; (iii) not collect any of the rents thereunder more than one month in advance; (iv) not execute any assignment of lessor’s interest in the Leases or associated rents other than the assignments of rents and leases under the Mortgages; and (v) not cancel or terminate any guarantee of any of the Third-Party Leases without the prior written consent of Lender. (d) Security deposits of Tenants under all Leases shall be held in compliance with Legal Requirements and any provisions in Leases relating thereto. Borrower shall maintain books and records of sufficient detail to identify all security deposits of Tenants separate and apart from any other payments received from Tenants. Subject to Legal Requirements, Borrower hereby pledges to Lender as security for the Indebtedness any bond or other instrument held by Borrower in lieu of cash security. Upon foreclosure on any Property, Borrower shall deliver to Lender an amount equal to the aggregate security deposits of the Tenants at such Property (and any interest theretofore earned on such security deposits and actually received by Borrower), and any such bonds, that Borrower had not returned to the applicable Tenants or applied in accordance with the terms of the applicable Lease. (e) Borrower shall promptly deliver to Lender a copy of each lease written notice from a Tenant under any Third-Party Lease claiming that Borrower is in default in the performance or observance of all obligationsany of the material terms, covenants and agreements by such lessee or conditions thereof to be performed thereunderor observed by Borrower. If Borrower shall use commercially reasonable efforts to provide in each Third-Party Lease executed after the Original Closing Date to which Borrower is a party that any Tenant delivering any such notice shall send a copy of such leases provide for notice directly to Lender. (f) All agreements entered into by or on behalf of Borrower that require the giving by the lessee payment of certificates leasing commissions with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of Leases at any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms Property or other provisions of such lease, provided, however, that said successor in interest similar compensation to any party shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in provide that the nature of security for the performance by said lessee of its obligations under said lease or obligation will not be enforceable against Lender and (ii) any amendment or modification be subordinate to the lien of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentMortgage.

Leases. To each Borrower’s actual knowledge after due inquiry and except as set forth on Schedule X attached hereto or as otherwise disclosed in the estoppel certificates delivered to Lender in connection with the origination of the Loan, (a) Grantor will the Properties are not subject to any Leases other than the Leases described in said Schedule X, (ib) execute an assignment each Mortgage Borrower is the owner and lessor of the rents landlord’s interest in each such Lease affecting its Property, (c) no Person has any possessory interest in any Property or any part thereof from right to occupy the Premises without Beneficiary's prior consentsame except under and pursuant to the provisions of such Leases, (iid) except where all commercial Leases are in full force and effect and there are no material defaults thereunder by either party and there are no conditions that, with the lessee is in default thereunderpassage of time or the giving of notice, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereofboth, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor would constitute material defaults thereunder, (ive) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance copies of the lessees thereundercommercial Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (vf) modify, release or terminate any guaranties of any such lease or no Rent (viincluding security deposits) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for has been paid more than one (1) month in advanceadvance of its due date, (g) all work to be performed by the landlord under each Lease has been performed as required in such Lease and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by any Mortgage Borrower to any tenant has already been received by such tenant, (h) there has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents received therein which is still in effect, (i) no commercial tenant listed on Schedule X has assigned its Lease or sublet all or any portion of the premises demised thereby, no such commercial tenant holds its leased premises under assignment or sublease, nor does anyone except prepayments such commercial tenant and its employees occupy such leased premises, (j) no tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the Property of which the leased premises are a part, and (k) no tenant under any Lease has any right or option for additional space in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentImprovements.

Leases. (a) Grantor will shall fully comply with all of the terms, conditions and provisions of the Leases so that the same shall not become in default and to do all that is needful to preserve all said Leases in force. With respect to any Lease of the whole or any part of the Property, Grantor shall not, without the prior written consent of Beneficiary, which consent shall not be unreasonably withheld, (i) permit assignment or subletting of all or part of the lessee's rights under the Lease unless the right to assign or sublet is expressly reserved by the lessee under the Lease, (ii) execute an assignment of the rents or any part thereof from the Premises Collateral without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify or amend any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept surrender of the Lease or terminate the Lease except in accordance with the terms of the Lease providing for termination in the event of a default, (v) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (vvi) modify, release or terminate any guaranties of any such lease or (vivii) in any other manner impair the value of the Mortgaged Property or the security hereof. Any proceeds or damages resulting from a lessee's default under any such Lease, at Beneficiary's option, shall be paid to Beneficiary and applied against sums owed under the Loan Documents even though such sums may not be due and payable. Except for non-delinquent real estate taxes and assessments, Grantor shall not permit any lien to be created against the Property which may be or may become prior to any Lease. If the Property is partially condemned or suffers a casualty, Grantor shall promptly repair and restore the Property in order to comply with the Leases. (b) Grantor will not execute any lease of all or a substantial portion of the Premises Property except for actual occupancy by the lessee thereunder or its property managerthereunder, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises Property or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In Each lease of the Property, or of any part thereof, executed after the date hereof, shall provide that, in the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise thereunder will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, (x) the lease is subordinate to this Deed (but shall also provide that Beneficiary, at its option, may subordinate this Deed to such lease) and (y) upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment. (d) Grantor shall furnish to Beneficiary upon request, but not more than semi-annually, a certified leasing status report in respect of the Property and a certified rent roll containing the names of all lessees of the Property, the terms of their respective leases, the space occupied and the rentals payable thereunder, together with copies, certified to be true and complete, of such leases as may be requested by Beneficiary. (e) Grantor shall, promptly upon Beneficiary's request, deposit all tenant security deposits in respect of the Property into an account with Beneficiary or as designated by Beneficiary, which deposits shall be held and disbursed to tenants as required under the terms of their respective leases.

Leases. (a) Grantor Mortgagor will not (i) execute an assignment of the rents or any part thereof from the Premises without BeneficiaryMortgagee's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor Mortgagor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor Mortgagor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary Mortgagee and shall deliver copies thereof to Beneficiary Mortgagee promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary Mortgagee of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor Mortgagor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary Mortgagee or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.

Leases. (a) Grantor Mortgagor will not (i) execute an assignment of the rents or any part thereof from the Premises without BeneficiaryMortgagee's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor Mortgagor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor Mortgagor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary Mortgagee and shall deliver copies thereof to Beneficiary Mortgagee promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary Mortgagee of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise Premises will, upon request of any person succeeding to the interest of Grantor Mortgagor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary Mortgagee or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.

Leases. (a) Grantor will not With respect to each Lease and to Contributor’s knowledge: (i) execute an assignment subject to Section 7.1.14, such Lease is legal, valid, binding, enforceable and in full force and effect against the lessor thereunder in accordance with its respective terms, subject to the qualification that the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws, now or hereafter in effect, affecting creditors’ rights generally, and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the rents court before which any proceeding for the enforcement thereof may be brought and further subject to any other legal defenses to enforcement that may be available to such lessor; and subject to Section 8.1.14, such Lease is legal, valid, binding, enforceable and in full force and effect against the tenant named therein and any other party thereto in accordance with its terms, subject to the qualification that the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws, now or hereafter in effect, affecting creditors’ rights generally, and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any part proceeding for the enforcement thereof from the Premises without Beneficiary's prior consent, may be brought; (ii) except where neither the lessee landlord under such Lease nor any other party to such Lease is in breach or default thereunder(subject to applicable notice and cure periods) that would have a Contributor Material Adverse Effect; and no event has occurred that permits termination, terminate modification or consent to the cancellation or surrender of any lease of the Premises or of any part thereofacceleration, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, such that any lease may be cancelled if promptly after the cancellation such termination, modification or surrender thereof acceleration would have a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, Contributor Material Adverse Effect; (iii) modify neither the landlord under the Lease nor any other party to such Lease has repudiated (in writing) any provision thereof, such that any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, repudiation would have a Contributor Material Adverse Effect; (iv) accept prepayments of more than one month subject to Section 8.1.14, neither Contributor nor the Contributor Affiliate has received any written notice of any installments of rents to become due pending disputes under such leasesLease, except prepayments nor is there any forbearance program in the nature of security for the performance of the lessees thereundereffect as to such Lease, such that any such forbearance program would have a Contributor Material Adverse Effect; and (v) modifyneither Contributor nor the Contributor Affiliate has received any written notice from any governmental authority having jurisdiction over the Property (“Governmental Authority”) and alleging the failure of either or both of the Property and the tenant under the applicable Lease to comply with all applicable laws, release or terminate any guaranties of rules and regulations in all material respects, such that any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereoffailure would have a Contributor Material Adverse Effect. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.

Leases. (a) Grantor will not The Mortgagor represents and warrants that ------ as of the date hereof: (i) execute an assignment of the rents or any part thereof from Leases identified in Schedule C attached hereto are the Premises without Beneficiary's prior consent, only Leases in existence on the date hereof relating to the Premises; (ii) except where the lessee is in default thereunder, terminate or consent true copies of such Leases have been previously delivered to the cancellation or surrender of Mortgagee and there are no agreements with any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, Tenant under such Leases other than those agreements expressly set forth therein; (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner Mortgagor is the amount sole owner of all of the rents payable thereunder or materially expand the obligations of the lessor thereunder, Mortgagor's Interest in such Leases; (iv) accept prepayments each of more than one month such Leases is in full force and effect, constitutes a legal, valid and binding obligation of the Mortgagor and the applicable Tenant thereunder, and is enforceable against the Mortgagor and such Tenant in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability; (v) there is no default under any installments of rents to become such Leases and there is existing no condition which with the giving of notice or passage of time or both would cause a default thereunder; (vi) all Rents due under such leases, except prepayments Leases have been paid in the nature of security for the performance full; (vii) none of the lessees thereunder, (v) modify, release Rents reserved under such Leases have been assigned or terminate any guaranties of any such lease otherwise pledged or (vi) hypothecated except in any other manner impair the value favor of the Mortgaged Property or Mortgagee pursuant to the security provisions hereof.; (bviii) Grantor will not execute any lease of all or a substantial portion none of the Premises except for actual occupancy by Rents (other than any security deposit collected in accordance with the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all provisions of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5applicable Lease) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent have been collected for more than one (1) month in advance, except prepayments in ; (ix) there exists no offsets or defenses to the nature payment of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification portion of the lease made without Rents and the consent Mortgagor owes no monetary obligation to any Tenant under any such Lease; (x) the Mortgagor has received no notice from any Tenant challenging the validity or enforceability of Beneficiary any such Lease; (xi) no such Lease contains any option to purchase, right of first refusal to purchase, right of first refusal to relet, or any other similar provision; and (xii) each such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument Lease is subordinate to this Mortgage either pursuant to its terms or instruments confirming such attornmentpursuant to a recordable Subordination Agreement.

Leases. (a) Prior to execution of any Leases of space in the Improvements after the date hereof, Grantor will not (i) execute an assignment of the rents or any part thereof from the Premises without shall submit to Beneficiary, for Beneficiary's prior consentapproval, (ii) except where which approval shall not be unreasonably withheld, a copy of the lessee is form Lease Grantor plans to use in default thereunderleasing space in the Improvements or at the Trust Property, terminate or consent but only to the cancellation extent such form is materially adversely modified from the form submitted to Beneficiary at or surrender of any lease prior to the date hereof. No further submittals of the Premises form Lease shall be required unless the form is materially adversely modified from the form most recently approved by Beneficiary. All such Leases of space in the Improvements or at the Trust Property shall be on terms consistent with the terms for similar leases in the market area of any part thereofthe Premises, now existing or hereafter to shall provide for free rent only if the same is consistent with prevailing market conditions, and shall provide for market rents then prevailing in the market area of the Premises, and shall be made, having an unexpired for a term of not less than three (3) months or greater than one (1) year or moreyear. Such Leases shall also provide for security deposits in reasonable amounts consistent with prevailing market conditions. Grantor shall also submit to Beneficiary for Beneficiary's approval, providedwhich approval shall not be unreasonably withheld, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that proposed material adverse modification of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount form Lease of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Improvements. Grantor will shall not execute any lease of Lease for all or a substantial portion of the Premises Trust Property, except for an actual occupancy by the Tenant, lessee thereunder or its property managerlicensee thereunder, and will shall at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of Leases with respect to the Premises or portions thereof Trust Property, now or hereafter existing, on the part of the landlord, lessor or licensor thereunder to be kept and performed performed. Grantor shall furnish to Beneficiary, within thirty (30) days after a request by Beneficiary to do so, but in any event by January 1 of each year, a current Rent Roll, certified by Grantor as being true and will at all times do all things reasonably necessary to compel performance by correct, containing the lessee under each lease names of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates Tenants with respect to the status Trust Property, the terms of such leasestheir respective Leases, Grantor shall exercise its right to request such certificates within five (5) days the spaces occupied and the rentals or fees payable thereunder and the amount of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipteach Tenant's security deposit. (cb) In the event of the enforcement by Trustee Grantor shall not do or Beneficiary of the remedies provided for hereby suffer to be done any act, or by law, the lessee under each of the leases of the Premise will, upon request of omit to take any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, howeveraction, that said successor might result in interest shall not be bound a default by (i) the landlord, lessor or licensor under any such Lease or allow the Tenant thereunder to withhold payment of rent or additional cancel or terminate same and shall not further assign any such Lease or any such Rents. Grantor, at no cost or expense to Beneficiary, shall enforce, short of termination, the performance and observance of each and every condition and covenant of each of the parties under such Leases and Grantor shall not anticipate, discount, release, waive, compromise or otherwise discharge any rent payable under any of the Leases. Grantor shall not, without the prior written consent of Beneficiary, modify any of the Leases, terminate or accept the surrender of any Leases, waive or release any other party from the performance or observance of any obligation or condition under such Leases except in the normal course of business in a manner which is consistent with sound and customary leasing and management practices for similar properties in the community in which the Trust Property is located. Grantor shall not permit the prepayment of any rents under any of the Leases for more than one (1) month prior to the due date thereof. (c) Upon the occurrence and continuance of an Event of Default under this Deed of Trust, whether before or after the whole principal sum secured hereby is declared to be immediately due or whether before or after the institution of legal proceedings to foreclose this Deed of Trust, forthwith, upon demand of Beneficiary, Grantor shall surrender to Beneficiary, and Beneficiary shall be entitled to take actual possession of, the Trust Property or any part thereof personally, or by its agent or attorneys. In such event, Beneficiary shall have, and Grantor hereby gives and grants to Beneficiary, the right, power and authority to make and enter into Leases with respect to the Trust Property or portions thereof for such rents and for such periods of occupancy and upon conditions and provisions as Beneficiary may deem desirable in advanceits sole discretion, except prepayments and Grantor expressly acknowledges and agrees that the term of any such Lease may extend beyond the date of any foreclosure sale of the Trust Property, it being the intention of Grantor that in such event Beneficiary shall be deemed to be and shall be the attorney-in-fact of Grantor for the purpose of making and entering into Leases of parts or portions of the Trust Property for the rents and upon the terms, conditions and provisions deemed desirable to Beneficiary in its sole discretion and with like effect as if such Leases had been made by Grantor as the owner in fee simple of the Trust Property free and clear of any conditions or limitations established by this Deed of Trust. The power and authority hereby given and granted by Grantor to Beneficiary shall be deemed to be coupled with an interest, shall not be revocable by Grantor so long as any portion of the Debt is outstanding, shall survive the voluntary or involuntary dissolution of Grantor and shall not be affected by any disability or incapacity suffered by Grantor subsequent to the date hereof. In connection with any action taken by Beneficiary pursuant to this Section, Beneficiary shall not be liable for any loss sustained by Grantor resulting from any failure to let the Trust Property, or any part thereof, or from any other act or omission of Beneficiary in managing the Trust Property, nor shall Beneficiary be obligated to perform or discharge any obligation, duty or liability under any Lease covering the Trust Property or any part thereof or under or by reason of this instrument or the exercise of rights or remedies hereunder. Grantor shall, and does hereby, indemnify Beneficiary for, and hold Beneficiary harmless from, any and all claims, actions, demands, liabilities, loss or damage which may or might be incurred by Beneficiary under any such Lease or under this Deed of Trust or by the exercise of rights or remedies hereunder and from any and all claims and demands whatsoever which may be asserted against Beneficiary by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any such Lease other than those finally determined by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of Beneficiary. Should Beneficiary incur any such liability, the amount thereof, including, without limitation, costs, expenses and reasonable attorneys' fees, together with interest thereon at the Default Interest Rate from the date incurred by Beneficiary until actually paid by Grantor, shall be immediately due and payable to Beneficiary by Grantor on demand and shall be secured hereby and by all of the other Loan Documents securing all or any part of the Debt. Nothing in this Section shall impose on Beneficiary any duty, obligation or responsibility for the control, care, management or repair of the Trust Property, or for the carrying out of any of the terms and conditions of the Lease, nor shall it operate to make Beneficiary responsible or liable for any waste committed on the Trust Property by the Tenants or by any other parties or for any dangerous or defective condition of the Trust Property, or for any negligence in the nature of security for the performance by said lessee of its obligations under said lease management, upkeep, repair or (ii) any amendment or modification control of the lease made without the consent Trust Property. Grantor hereby assents to, ratifies and confirms any and all actions of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentwith respect to the Trust Property taken under this Section.

Leases. (a) Grantor will not (i) execute Borrower and Guarantor shall maintain the Expensify Lease in effect at all times during the Loan term, and any default by Borrower or Guarantor under the Expensify Lease that continues beyond any applicable notice and cure periods provided therein shall be an assignment Event of Default. All subleases of the rents premises or any part thereof from portion of the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent premises subject to the cancellation or surrender of any lease Expensify Lease shall be subject to the prior review and approval of the Premises or of Lender in its sole and absolute; provided however that Lender shall not unreasonably withhold its approval for any part thereof, now existing or hereafter to be made, having an unexpired term of one subleases for less than fifty percent (150%) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelledrentable square footage of such premises, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments calculated in the nature of security aggregate for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any all subleases then in effect. All such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereofsubleases shall contain such commercially reasonable provisions as Lender may require. (b) Grantor will not execute any lease The Borrower shall submit executed copies of all or a substantial portion subleases to the Lender within seven (7) Business Days of the Premises except for actual occupancy execution of the same. (c) The Borrower shall (i) observe and perform all obligations imposed by the lessee thereunder Expensify Lease or its property managerany subleases, if applicable, and will at all times promptly and faithfully performnot do or permit to be done anything to impair the security thereof; (ii) use its best efforts to enforce or secure, or cause to be performedenforced or secured, the performance of each and every obligation and undertaking under the Expensify Lease or any subleases, if applicable, and will appear in and defend, at the Borrower’s sole cost and expense, any action or proceeding arising under, or in any manner connected with the Expensify Lease or any subleases, if applicable; (iii) not collect any of the rents more than thirty (30) days in advance of the time when the same become due under the terms of the Expensify Lease; (iv) not discount any future accruing rents; (v) without the prior written consent of the Lender, to be granted or withheld in Lender’s sole and absolute discretion, not execute any assignment of the Expensify Lease or the rents therefrom; (vi) not modify the rent, the term, the demised premises or the common area maintenance charges under the Expensify Lease, or add or modify any option or right of first refusal to purchase all or any portion of the Property or any present or future interest therein, or surrender, cancel or terminate the Expensify Lease, without the prior written consent of Lender, to be granted or withheld in Lender’s sole and absolute discretion; and (vii) execute and deliver, at the request of the Lender, all such assignments of the covenants, conditions and agreements contained in all leases of Expensify Lease for security purposes as the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder Lender may from time to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipttime require. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.

Leases. (a) Grantor will not Borrower shall furnish Lender with copies of all Leases to which any Borrower is a party entered into after the Closing Date. All new Leases and renewals or amendments of Leases shall, subject in the case of renewals to the terms and provisions of the applicable existing Lease (including any conditions or requirements with respect to attornment, subordination and attornment), be (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consententered into on terms and with Tenants that could not reasonably be expected to result in a Material Adverse Effect, (ii) except where the lessee is in default thereunder, terminate or consent subject and subordinate to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, Mortgages and (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security contain provisions for the performance agreement by the Tenant thereunder to attorn to Lender and any purchaser at a foreclosure sale, such attornment to be self-executing and effective upon acquisition of title to the lessees thereunderapplicable Property by any purchaser at a foreclosure sale, (v) modifywhich agreement by Tenant may be conditioned upon Lender entering into a subordination, release or terminate any guaranties of any such lease or (vi) in any other manner impair attornment and non-disturbance agreement mutually acceptable to Lender and the value of applicable Tenant. If expressly required pursuant to a Lease, Lender shall enter into a subordination, attornment and non-disturbance agreement mutually acceptable to Lender and the Mortgaged Property or the security hereofapplicable Tenant. (b) Grantor will Any Lease that does not execute conform to the standards set forth in Section 4.7(a) (except for any lease Lease to an owner or operator of part or all or of the Sears Auto Center business in connection with the separation of a substantial material portion of the Premises except for actual occupancy by business or assets of such business from the lessee thereunder assets of Guarantor ) shall be subject to the prior written consent of Lender, which consent shall not be unreasonably withheld, delayed or its property managerconditioned. In addition, all new Leases that are Third-Party Leases, and will at all times promptly terminations, renewals and faithfully performamendments of Third-Party Leases, and any surrender of rights under any Third-Party Lease, shall be subject to the prior written consent of Lender, which consent shall not be unreasonably withheld, delayed or cause conditioned. (c) Borrower shall (i) observe and punctually perform in all material respects all the material obligations imposed upon the lessor under the Leases; (ii) use all reasonable efforts to be performed, enforce all of the covenantsmaterial terms, covenants and conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, Leases on the part of the lessor lessee thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance observed or performed, short of termination thereof, except that Borrower may terminate any Lease following a material default thereunder by the lessee respective Tenant; (iii) not collect any of the rents thereunder more than one month in advance; (iv) not execute any assignment of lessor’s interest in the Leases or associated rents other than the assignments of rents and leases under the Mortgages; and (v) not cancel or terminate any guarantee of any of the Third-Party Leases without the prior written consent of Lender. (d) Security deposits of Tenants under all Leases shall be held in compliance with Legal Requirements and any provisions in Leases relating thereto. Borrower shall maintain books and records of sufficient detail to identify all security deposits of Tenants separate and apart from any other payments received from Tenants. Subject to Legal Requirements, Borrower hereby pledges to Lender as security for the Indebtedness any bond or other instrument held by Borrower in lieu of cash security. Upon foreclosure on any Property, Borrower shall deliver to Lender an amount equal to the aggregate security deposits of the Tenants at such Property (and any interest theretofore earned on such security deposits and actually received by Borrower), and any such bonds, that Borrower had not returned to the applicable Tenants or applied in accordance with the terms of the applicable Lease. (e) Borrower shall promptly deliver to Lender a copy of each lease written notice from a Tenant under any Third-Party Lease claiming that Borrower is in default in the performance or observance of all obligationsany of the material terms, covenants and agreements by such lessee or conditions thereof to be performed thereunderor observed by Borrower. If Borrower shall use commercially reasonable efforts to provide in each Third-Party Lease executed after the Closing Date to which Borrower is a party that any Tenant delivering any such notice shall send a copy of such leases provide for notice directly to Lender. (f) All agreements entered into by or on behalf of Borrower that require the giving by the lessee payment of certificates leasing commissions with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of Leases at any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms Property or other provisions of such lease, provided, however, that said successor in interest similar compensation to any party shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in provide that the nature of security for the performance by said lessee of its obligations under said lease or obligation will not be enforceable against Lender and (ii) any amendment or modification be subordinate to the lien of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentMortgage.

Leases. (a) Grantor will not All Leases and all renewals of Leases executed after the date hereof shall (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consentprovide for rental rates comparable to existing local market rates for similar properties, (ii) except where be on commercially reasonable terms, (iii) provide that such Lease is subordinate to the Mortgage and that the lessee is will attorn to Lender and any purchaser at a foreclosure sale and (iv) not contain any terms which would materially adversely affect Lender's rights under the Loan Documents. All Major Leases and all renewals, amendments, modifications and terminations thereof executed after the date hereof shall be subject to Lender's prior approval, which approval shall not be unreasonably withheld, conditioned or delayed. Lender shall execute and deliver a Subordination Non-Disturbance and Attornment Agreement in default thereunderthe form annexed as Schedule IV to Tenants under future Major Lease approved by Lender promptly upon request with such commercially reasonable changes as may be requested by Tenants, terminate or consent from time to time, and which are reasonably acceptable to Lender. (b) Borrower (i) shall observe and perform the cancellation or surrender of any lease obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce the terms, covenants and conditions contained in the Leases upon the part of the Premises or of any part thereof, now existing or hereafter lessee thereunder to be made, having an unexpired term of one (1) year observed or moreperformed in a commercially reasonable manner, provided, however, that any lease may be cancelled if promptly after the cancellation Borrower shall not terminate or accept a surrender thereof of a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, Major Lease without Lender's prior approval; (iii) modify shall not collect any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for Rents more than one (1) month in advance, except prepayments advance (other than security deposits); (iv) shall not execute any assignment of lessor's interest in the nature Leases or the Rents (except as contemplated by the Loan Documents); and (v) shall hold all security deposits under all Leases in accordance with Legal Requirements. Upon request, Borrower shall furnish Lender with executed copies of security all Leases. (c) Notwithstanding anything to the contrary contained in this Section 4.1.9: (i) whenever Lender's approval or consent is required pursuant to the provisions of this Section 4.1.9, Borrower shall have the right to submit a term sheet of such transaction to Lender for Lender's approval, such approval not to be unreasonably withheld, conditioned or delayed. Any such term sheet submitted to Lender shall set forth all material terms of the performance proposed transaction including, without limitation, identity of tenant, square footage, term, rent, rent credits, abatements, work allowances and tenant improvements to be constructed by said lessee Borrower. Lender shall use good faith efforts to respond within ten (10) Business Days after Lender's receipt of its obligations under said lease Borrower's written request for approval or consent of such term sheet. If Lender fails to respond to such request within ten (10) Business Days, and Borrower sends a second request containing a legend in bold letters stating that Lender's failure to respond within five (5) Business Days shall be deemed consent or approval, Lender shall be deemed to have approved or consented to such term sheet if Lender fails to respond to such second written request before the expiration of such five (5) Business Day period; (ii) whenever Lender's approval or consent is required pursuant to the provisions of this Section 4.1.9 for any amendment matter that Lender has not previously approved a term sheet pursuant to Section 4.1.9(c)(i) above, Lender shall use good faith efforts to respond within ten (10) Business Days after Lender's receipt of Borrower's written request for such approval or modification consent. If Lender fails to respond to such request within ten (10) Business Days, and Borrower sends a second request containing a legend in bold letters stating that Lender's failure to respond within ten (10) Business Days shall be deemed consent or approval, Lender shall be deemed to have approved or consented to the matter for which Lender's consent or approval was sought if Lender fails to respond to such second written request before the expiration of such ten (10) Business Day period; (iii) whenever Lender's approval or consent is required pursuant to the provisions of this Section 4.1.9 for any matter that Lender has previously approved a term sheet pursuant to Section 4.1.9(c)(i) above, Lender shall use good faith efforts to respond within five (5) Business Days after Lender's receipt of Borrower's written request for such approval or consent. If Lender fails to respond to such request within five (5) Business Days, and Borrower sends a second request containing a legend in bold letters stating that Lender's failure to respond within five (5) Business Days shall be deemed consent or approval, Lender shall be deemed to have approved or consented to the matter for which Lender's consent or approval was sought if Lender fails to respond to such second written request before the expiration of such five (5) Business Day period, provided that there have been no material deviations from the term sheet and that the aggregate economics of the lease made transaction are no less favorable to Borrower than as set forth in the term sheet; (iv) in the event that Lender shall have approved (or be deemed to have approved) a term sheet submitted by Borrower with respect to a certain Lease, Lender shall not withhold its approval or consent with respect to such Lease on the basis of any provisions of such Lease dealing with the items contained in the approved term sheet; and (v) Borrower shall have the right, without the consent or approval of Beneficiary Lender in any instance, to amend, terminate or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentaccept a surrender of any Lease that is not a Major Lease.

Leases. (a) Grantor will Borrower shall not (i) execute an assignment enter into any Lease for all or any portion of the rents Property without the prior written consent of Lender, which consent may be granted or withheld in Lender’s sole discretion. Borrower shall not amend in any part thereof from the Premises without Beneficiary's prior consentrespect, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of or terminate, the Master Lease, or any lease guaranty of the Premises Master Lease or amend in any material respect any other Lease hereafter entered into, without in each instance, the prior written consent of any part thereofLender, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease which consent may be cancelled if promptly after the cancellation granted or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise withheld in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereofLender’s sole discretion. (b) Grantor will not execute any lease of all Borrower (i) shall observe and perform (or cause the observance and performance of) the obligations imposed upon the lessor under the Leases (including the Master Lease) in a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, commercially reasonable manner; (ii) shall enforce (or cause to be performedenforced) the terms, all of the covenants, covenants and conditions and agreements contained in all leases of such Leases (including the Premises or portions thereof now or hereafter existing, on Master Lease) upon the part of the lessor Tenants thereunder (including the Master Tenant) to be kept and observed or performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as in a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, commercially reasonable manner; provided, however, that said successor in interest Borrower shall not terminate or accept a surrender of any Leases (including the Master Lease), without the prior written consent of Lender, which consent may be bound by granted or withheld in Lender’s sole discretion; (iiii) shall not collect (or permit the collection of) any payment of rent or additional rent for the Rents more than one (1) month in advance, except prepayments advance (other than security deposits); (iv) shall not execute (or permit the execution of) any assignment of lessor’s interest in the nature Leases (including the Master Lease) or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change (or permit the alteration, modification or change of) any Lease (including the Master Lease) so as to change the amount of or payment date for rent, change the expiration date, grant any option for additional space or term, materially reduce the obligations of the Tenant (including Master Tenant) or increase the obligations of the lessor; and (vi) shall promptly furnish (or cause to be furnished) to Lender any notice of default or termination received by Borrower from any Tenant (including Master Tenant), and any notice of default or termination given by Borrower to any Tenant (including Master Tenant). Upon request, Borrower shall promptly furnish (or cause to be furnished) Lender with executed copies of all Leases and a statement of all Tenant security for or other deposits. (c) All security deposits of Tenants held by Borrower, whether held in cash or any other form, shall be segregated from any other funds of Borrower and, if cash, shall be deposited by Borrower at a separately designated Eligible Account under Borrower’s control at an Eligible Institution. After the performance commencement of a Cash Trap Period, Borrower shall, upon Lender’s request, if permitted by said lessee applicable Legal Requirements, cause all such security deposits (and any interest theretofore earned thereon) to be transferred into the Cash Management Account (which shall then be held by Cash Management Bank in a separate Account), which shall be held by Cash Management Bank subject to the terms of its obligations the applicable Lease. Any bond or other instrument which Borrower is permitted to hold in lieu of cash security deposits under said lease or any applicable Legal Requirements (i) shall be maintained in full force and effect in the full amount of such deposits unless replaced by cash deposits as hereinabove described, (ii) shall be issued by an institution reasonably satisfactory to Lender, (iii) shall, if permitted pursuant to any amendment Legal Requirements, name Lender as payee or modification mortgagee thereunder (or at Lender’s option, be fully assignable to Lender), and (iv) shall in all respects comply with any applicable Legal Requirements and otherwise be satisfactory to Lender. Borrower shall, upon request, provide Lender with evidence satisfactory to Lender of Borrower’s compliance with the foregoing. (d) To the extent Borrower has a right under the Master Lease to approve or consent, Borrower shall not permit or consent to any assignment or sublease of any Lease (including the Master Lease), without the prior written consent of Lender, which consent may be granted or withheld in Lender’s sole discretion. (e) Borrower shall not agree to a reduction in the amount of Rent (including a determination of Base Rent or Percentage Rent due under the Master Lease following the fifth (5th) anniversary of the lease made Commencement Date (as defined in the Master Lease)) without the Lender’s prior written consent, which consent of Beneficiary may be granted or such successor withheld in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentLender’s sole discretion.

Leases. With respect to each Lease and to Contributor’s knowledge: (a) Grantor will not (i) execute an assignment subject to Section 8.1.14, such Lease is legal, valid, binding, enforceable and in full force and effect against the lessor thereunder in accordance with its respective terms, subject to the qualification that the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws, now or hereafter in effect, affecting creditors’ rights generally, and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the rents or court before which any part proceeding for the enforcement thereof from may be brought and further subject to any other legal defenses to enforcement that may be available to such lessor; and subject to Section 8.1.14, such Lease is legal, valid, binding, enforceable and in full force and effect against the Premises without Beneficiary's prior consenttenant named therein and any other party thereto in accordance with its terms, (ii) except where the lessee is in default thereunder, terminate or consent subject to the cancellation qualification that the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws, now or surrender hereafter in effect, affecting creditors’ rights generally, and except that the availability of any lease equitable remedies, including specific performance, is subject to the discretion of the Premises or of court before which any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease proceeding for the enforcement thereof may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof.brought; (b) Grantor will not execute neither the landlord under such Lease nor any lease of all other party to such Lease is in breach or default (subject to applicable notice and cure periods) that would have a substantial portion of the Premises except for actual occupancy by the lessee thereunder POP Material Adverse Effect; and no event has occurred that permits termination, modification or its property manageracceleration, and will at all times promptly and faithfully performsuch that any such termination, modification or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.acceleration would have a POP Material Adverse Effect; (c) In neither the event landlord under the Lease nor any other party to such Lease has repudiated (in writing) any provision thereof, such that any such repudiation would have a POP Material Adverse Effect; (d) subject to Section 8.1.14, neither Contributor nor the POP Affiliate has received any written notice of any pending disputes under such Lease, nor is there any forbearance program in effect as to such Lease, such that any such forbearance program would have a POP Material Adverse Effect; and (e) neither Contributor nor the POP Affiliate has received any written notice from any governmental authority having jurisdiction over the Project (“Governmental Authority”) and alleging the failure of either or both of the enforcement by Trustee or Beneficiary of Project and the remedies provided for hereby or by lawtenant under the applicable Lease to comply with all applicable laws, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor rules and regulations in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interestall material respects, such lessee shall execute and deliver an instrument or instruments confirming that any such attornmentfailure would have a POP Material Adverse Effect.

Leases. (a) Grantor will not (i) execute an assignment of the ------ rents or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly -------- ------- after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by -------- ------- (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.

Leases. (a) Grantor will not Borrower shall (i) execute an assignment observe and perform all of the rents or any part thereof from material obligations imposed upon the Premises without Beneficiary's prior consent, lessor under the Leases; (ii) except where the lessee is in promptly send copies to Lender of all notices of default thereunder, terminate that Borrower shall send or consent to the cancellation or surrender of receive under any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, Material Lease; (iii) modify promptly notify Lender of any tenant under a Material Lease at the Property which has vacated, or has given Borrower written notice of its intention to vacate, the premises (or any portion thereof) leased to such lease so as tenant pursuant to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, applicable Material Lease; (iv) accept prepayments of more than one month of any installments of rents to become due under such leasesenforce the material terms, except prepayments covenants and conditions in the nature of security Leases to be observed by tenants in accordance with commercially reasonable practices for properties similar to the performance of the lessees thereunder, Property; and (v) modifyobtain the prior written approval of Lender, release which approval shall not be unreasonably withheld, conditioned or terminate delayed, for any guaranties Lease of any the Property, material amendment thereto, assignment thereof, or subletting thereunder executed after the date hereof (unless approval for such assignment or subletting is not required pursuant to the express terms of such Lease) but such approval shall only be required for a “Material Lease,” defined herein as either (x) a lease executed after the date hereof where the base Rent payable thereunder exceeds $500,000 per annum, or (viy) the Leases identified on Schedule 5.7 hereof, but approval with respect to such Leases identified on Schedule 5.7 shall be required only for any amendment, assignment or subletting of such Leases identified on Schedule 5.7 which would result in any other manner impair the value a reduction in Rent, reduction in term or reduction in space. Lender’s failure to respond to a request from Borrower for approval within ten (10) Business Days of the Mortgaged Property or latter of (i) such receipt of such request and (ii) receipt of all information reasonably requested by Lender within five (5) Business Days after Lender’s receipt of Borrower’s request for approval, shall be deemed Lender’s approval, provided that Borrower delivers to Lender a writing marked in bold lettering with the security hereoffollowing: “LENDER’S RESPONSE IS REQUIRED WITHIN 10 BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER” and the envelope containing the writing must be marked “PRIORITY” in bold letters. (b) Grantor will Borrower may enter into any Lease, other than a Material Lease, after the date hereof, without the prior written consent of Lender provided that such Lease (i) is an arms-length transaction with a tenant that is not execute any lease an Affiliate of all or a substantial portion Borrower, (ii) is entered into in the ordinary course of the Premises except for actual occupancy by the lessee thereunder or its property managerbusiness, and will (iii) is subordinate to the Mortgage and the tenant thereunder agrees to attorn to Lender, subject to receipt from Lender of a reasonable and customary subordination, non-disturbance, and attornment agreement. All proposed Leases that do not satisfy the requirements set forth in this Section 5.7 require Lender’s prior written approval at all times Borrower’s expense (including reasonable legal fees and expenses). Borrower shall promptly deliver to Lender a copy of each Lease (other than a residential lease) entered into after the Closing Date, together with written certification from Borrower confirming that (y) the copy delivered is a true, complete and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any correct copy of such leases provide for the giving by the lessee Lease and (z) Borrower has satisfied all conditions of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receiptthis Section 5.7. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest Borrower shall not be bound by (i) make any payment assignment or pledge of rent any Lease or additional rent for Rents to anyone other than Lender until the Indebtedness is paid in full, (ii) collect any Rents under the Leases more than one (1) month (or three (3) months during any period of time when the REIT Condition is satisfied) in advance, advance (except prepayments that Borrower may collect in advance such security deposits as are permitted pursuant to applicable Legal Requirements and are commercially reasonable in the nature prevailing market); (iii) enter into, amend in any material respect or terminate any Material Lease (provided, however, that Borrower may terminate any such Material Lease if the lessee thereunder is in material monetary default of security for the performance by said lessee of its obligations under said lease such Material Lease); or (iiiv) execute or grant any amendment or modification of any Lease which in the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentaggregate might have a Material Adverse Effect. (d) Intentionally Omitted. (e) Intentionally Deleted.

Leases. (a) Grantor will not (i) execute an assignment The Issuer shall adopt and shall cause the Servicer to utilize the pro forma lease in the form provided to the Issuer on the Initial Closing Date as such pro forma lease agreement or agreements may be revised for purposes of the rents Issuer Group specifically or generally from time to time by the Servicer (the “Servicer’s Pro Forma Lease” in a manner consistent with the Servicer’s “Standard of Care” and the Servicer’s “Conflicts Standard” (as each term is defined in the Servicing Agreement”), for use by the Servicer on behalf of the Issuer or any part thereof from Issuer Subsidiary as a starting point in the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender negotiation of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, Future Leases with Persons who are not Issuer Group Members; provided, however, that with respect to any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is Future Lease entered into in connection with a new lessee having a credit standing at least equivalent to that (x) the renewal or extension of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled leasean Initial Lease, (iiiy) modify any such lease so as the leasing of an Aircraft to shorten the unexpired term thereof a Person that is or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due was a Lessee under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease an Initial Lease or (viz) in any other manner impair the value leasing of the Mortgaged Property an Aircraft to a Person that is or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by was the lessee under each an operating lease of all obligationsan aircraft that is being managed or serviced by the Servicer (such Future Lease, covenants and agreements a “Renewal Lease”), a form of lease substantially similar to such Initial Lease or operating lease (a “Precedent Lease”), as the case may be, may be used by such lessee to be performed thereunder. If the Servicer in lieu of the Servicer’s Pro Forma Lease on behalf of the Issuer or any Issuer Subsidiary as a starting point in the negotiation of such leases provide for Future Lease with Persons who are not Issuer Group Members; and provided further, however, that if the giving Board determines, in an annual review of the Servicer’s Pro Forma Lease on or before each anniversary of the relevant Closing Date, that any revision to the Servicer’s Pro Forma Lease made from time to time since the preceding review by the lessee of certificates Board (or, with respect to the status first anniversary of the Initial Closing Date, since the Initial Closing Date) is substantially inconsistent with the core lease provisions of the Issuer set forth in Exhibit F to this Indenture (as such leasesprovisions may be amended from time to time, Grantor the “Core Lease Provisions”) in a manner and to such a degree as to have a material adverse effect on the Holders, taking into consideration, inter alia, such revision and any risk that the Aircraft might not be able to be leased on terms substantially consistent with the provisions of the Servicer’s Pro Forma Lease without such revisions, then the Board shall exercise its right direct the Servicer not to request include such certificates within five (5) days revision in the Servicer’s Pro Forma Lease to be used thereafter as the starting point in the negotiation of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding Future Lease with respect to the interest of Grantor as Aircraft. If the Board determines that any such revision to the Servicer’s Pro Forma Lease will not have a result of such enforcementmaterial adverse effect on the Holders, automatically become then the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest Board shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in amend the nature of security for the performance by said lessee of its obligations under said lease or applicable Core Lease Provisions to incorporate such revision and (ii) notify the Rating Agencies and the Policy Provider of any amendment or modification Future Lease entered into the terms of which are materially less favorable from the point of view of the lease made lessor than any of the Leases then in effect, including without limitation, such changes to the Core Lease Provisions; provided that the Core Lease Provisions may not be amended without the prior written consent of Beneficiary or the Policy Provider. The Issuer shall not enter into, and shall not permit any Issuer Subsidiary to enter into, any Future Lease the rental payments under which are denominated in a currency other than U.S. dollars without a Rating Agency Confirmation, provided that the Issuer may enter any Future Lease the Rental Payments under which are denominated in euros if (a) the sum of the Assumed Base Values as of the Payment Date immediately preceding any date of determination of each Aircraft subject to leases the Rental Payments under which are denominated in euros does not exceed 5% of the sum of the Assumed Base Values as of such successor Payment Date of all Aircraft and (b) the currency exposure is hedged in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentaccordance with the Issuer’s hedging policy.

Leases. To the best of Borrower’s knowledge after due inquiry and except as set forth on Schedule I, (a) Grantor will the Property is not subject to any Leases other than the Leases described in Schedule I attached hereto and made a part hereof and the Hotel Operating Lease, (ib) execute an assignment Hotel Owner is the owner and lessor of landlord’s interest in the Hotel Operating Lease and Hotel Operator is the lessor under all other Leases, (c) no Person has any possessory interest in the Property or right to occupy the same except under and pursuant to the provisions of the rents or any part thereof from the Premises without Beneficiary's prior consentLeases, (iid) except where the lessee is current Leases are in default thereunderfull force and effect and there are no defaults thereunder by either party and there are no conditions that, terminate with the passage of time or consent to the cancellation giving of notice, or surrender of any lease of the Premises or of any part thereofboth, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor would constitute defaults thereunder, (ive) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for no Rent has been paid more than one (1) month in advanceadvance of its due date, (f) all work to be performed by Borrower under each Lease has been performed as required and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any tenant has already been received by such tenant, (g) there has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents received therein which is still in effect, (h) no tenant listed on Schedule I has assigned its Lease or sublet all or any portion of the premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor does anyone except prepayments such tenant and its employees occupy such leased premises, (i) no tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part, and (j) no tenant under any Lease has any right or option for additional space in the nature of security Improvements except for rights expressly set forth in the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentapplicable Lease.

Leases. To Borrower's best knowledge the rent roll attached hereto as Schedule 3 together with the schedules and the exhibits attached to such rent roll (acollectively, the "Rent Roll") Grantor will is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll and any existing subleases thereunder and the Master Lease. To Borrower's best knowledge no Person has any possessory interest in the Property or right to occupy the same except under and pursuant to the provisions of the Leases (and any existing subleases thereunder) and the Master Lease. As of the date hereof (i) execute an assignment Borrower is the owner and holder of the rents or any part thereof from the Premises without Beneficiarylandlord's prior consent, interest under each Lease; (ii) there are no prior assignments of the landlord's interest by Borrower (and to Borrower's knowledge any prior landlord) in any Lease or any portion of Rents which are presently outstanding and have priority over the Assignment of Leases and Rents (the "Assignment of Leases and Rents"), dated the date hereof, given by Borrower to Lender and intended to be duly recorded; (iii) true and correct copies of the Leases have been delivered by Borrower to Lender or made available to Lender and, to Borrower's knowledge, the Leases have not been further modified or amended, except where as disclosed to Lender in writing on or prior to the lessee date hereof; (iv) to Borrower's best knowledge, each Lease is in full force and effect; (v) to Borrower's best knowledge, except as disclosed on the Rent Roll or in any tenant estoppels delivered to Lender in connection with the Loan (collectively, the "Tenant Estoppels"), neither Borrower nor, to Borrower's knowledge, any tenant under any Lease is in default thereunder, terminate or consent to the cancellation or surrender of under any lease of the Premises material terms, covenants or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that provisions of the lessee whose lease was cancelledLease, on substantially the same terms and, except as the terminated disclosed to Lender in writing or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount Tenant Estoppels, Borrower knows of the rents payable thereunder or materially expand the obligations of the lessor thereunderno event which, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security but for the performance passage of time or the lessees thereundergiving of notice or both, (v) modify, release or terminate would constitute an event of default under any guaranties of any such lease or Lease; (vi) to Borrower's best knowledge, except as expressly set forth in the Leases, the Tenant Estoppels or on the Rent Roll, there are no offsets or defenses to the payment of any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises Rents; and (vii) to Borrower's best knowledge, except as disclosed on the Rent Roll or in any Tenant Estoppel, all Rents due and payable under each Lease have been paid in full and, except for actual occupancy estimated payments of operating expenses and taxes made by the lessee thereunder or its property managertenants in accordance with their Leases, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for no Rents have been paid more than one one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification advance of the lease made without due dates thereof. For purposes of the consent preceding sentence, the term "Lease" shall exclude subleases including the subleases of Beneficiary or such successor in interest. Each lease shall also provide that, upon request space covered by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentthe Master Lease.

Leases. (a) Grantor will not All commercial Leases directly with Mortgage Borrower and all renewals of commercial Leases executed after the date hereof shall (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consentprovide for rental rates comparable to existing local market rates for similar properties, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled leasecommercially reasonable terms, (iii) modify any provide that such lease so as Lease is subordinate to shorten the unexpired term thereof or so as to decreaseMortgage and that, waive or compromise in any manner upon the amount foreclosure of the rents payable Mortgage, sale by power of sale thereunder or materially expand deed-in-lieu of foreclosure, the obligations Tenant will attorn to the transferee of the lessor thereunderProperty, (iv) accept prepayments of more than one month of not contain any installments of rents to become due terms which would materially adversely affect Lender’s rights under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, Loan Documents and (v) modifybe subject to Lender’s prior approval, release or terminate any guaranties which approval, with respect to the lease of any such lease Commercial Unit or (vi) space, shall not be unreasonably withheld, conditioned or delayed. No Residential Units shall be leased without Lender’s prior consent in any other manner impair the value of the Mortgaged Property or the security hereofits sole discretion. (b) Grantor will not execute any lease of all or Borrower (i) shall cause Mortgage Borrower to observe and perform the obligations imposed upon the lessor under the Leases to which Borrower is a substantial portion of party in a commercially reasonable manner; (ii) shall cause Mortgage Borrower to enforce the Premises except for actual occupancy by the lessee thereunder or its property managerterms, covenants and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on Leases upon the part of the lessor lessee thereunder to be kept and observed or performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as in a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, commercially reasonable manner; provided, however, that said successor in interest Borrower shall not be bound by permit Mortgage Borrower to terminate or accept a surrender of any Lease without Lender’s prior approval; (iiii) shall not collect any payment of rent or additional rent for the Rents more than one (1) month in advance, except prepayments advance (other than security deposits); (iv) shall not permit Mortgage Borrower to execute any assignment of lessor’s interest in the nature Leases or the Rents (except as contemplated by the Loan Documents); and (v) shall not permit Mortgage Borrower to (without Mortgage Lender’s consent which shall not be unreasonably withheld, conditioned or delayed) alter, modify or change any Lease so as to change the amount of security or payment date for rent, change the performance by said lessee of its expiration date, grant any option for additional space or term, materially reduce the obligations under said lease or (ii) any amendment or modification of the lease made without lessee or increase the consent obligations of Beneficiary or such successor in interest. Each lease lessor. (c) Upon request, Borrower shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentfurnish Lender with executed copies of all Leases.

Leases. (a) Grantor will not All Leases (other than the Operating Leases) and all renewals of Leases (other than the Operating Leases) executed after the date hereof shall (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consentprovide for economic terms, including rental rates, comparable to existing local market rates for similar properties, (ii) except where the lessee be on commercially reasonable terms, (iii) provide that such Lease is in default thereunder, terminate or consent subordinate to the cancellation or surrender Mortgage, the Assignment of Leases and the Security Agreement encumbering the applicable Property and that the Tenant thereunder will attorn to Lender and any purchaser at a foreclosure sale; (iv) be to Tenants that are creditworthy, (v) not be to an Affiliate of any lease Borrower or any Guarantor, and (vi) not contain any option to purchase, any right of first refusal to purchase, any requirement for a non-disturbance or recognition agreement, or any other terms which would materially adversely affect Lender’s rights under the Loan Documents. All Major Leases and all renewals, amendments, modifications and terminations thereof executed after the date hereof shall be subject to Lender’s prior approval, which approval shall not, so long as no Event of Default is continuing, be unreasonably withheld or delayed. (b) Borrowers shall, or shall cause Operating Lessee to, (i) observe and perform the obligations imposed upon the landlord under the Leases in a commercially reasonable manner and in all material respects; (ii) promptly send copies to Lender of all notices of default which any Borrower or Operating Lessee shall send or receive under any Major Lease; (iii) enforce the terms, covenants and conditions contained in the Leases upon the part of the Premises or of any part thereof, now existing or hereafter Tenants thereunder to be made, having an unexpired term of one (1) year observed or more, performed in a commercially reasonable manner and in all material respects; provided, however, that neither any lease may be cancelled if promptly after the cancellation Borrower nor Operating Lessee shall terminate or accept a surrender thereof of a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, Major Lease without Lender’s prior written approval; (iv) accept prepayments of more than one month of not collect any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for Rents more than one (1) month in advance, except prepayments advance (other than security deposits); (v) not execute any assignment of the landlord’s interest in the nature Leases or the Rents (except as contemplated by the Loan Documents); and (vi) not alter, modify or change any Major Lease so as to change the amount of or payment date for rent, change the expiration date, grant any option for additional space or term, materially reduce the obligations of the Tenant or increase the obligations of the landlord. Upon request, Borrowers shall furnish Lender with executed copies of all Leases. Borrowers or Operating Lessee shall have the right, without the consent or approval of Lender in any instance, to terminate, modify, amend, restate or accept a surrender of any Lease that is not a Major Lease. (c) All security for deposits of Tenants, whether held in cash or any other form, shall not be commingled with any other funds of Borrowers or Operating Lessee and, if cash, shall be deposited by Borrowers or Operating Lessee at a separately designated account under the performance control of the applicable Borrower or Operating Lessee at the Clearing Bank. After the occurrence of a Sweep Event, Borrowers shall, upon Lender’s request, if permitted by said lessee applicable Legal Requirements, cause all such security deposits (and any interest theretofore earned thereon) to be transferred into the Deposit Account, which shall then be held by the Deposit Bank in a separate Account subject to the terms of its obligations under said lease the Leases. Any letter of credit, bond or other instrument that any Borrower or Operating Lessee holds in lieu of a cash security deposit (i) shall be maintained in full force and effect in the full amount of such deposit unless replaced by a cash deposit as herein above described, (ii) shall be issued by an institution reasonably satisfactory to Lender, (iii) shall name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully transferable to Lender without payment by Lender of any amendment fee or modification charge), (iv) shall be delivered to and held by Lender upon Lender’s request, and (v) shall in all respects comply with any applicable Legal Requirements and otherwise be satisfactory to Lender. Borrowers shall, upon request, provide Lender with evidence satisfactory to Lender of Borrowers’ and/or Operating Lessee’s compliance with the foregoing. (d) Notwithstanding anything to the contrary contained herein, without the prior written consent of Lender, which consent may be withheld in Lender’s sole discretion, no Borrower shall (i) surrender, terminate or cancel the Operating Lease to which it is a party; (ii) reduce or consent to the reduction of the lease made term of the Operating Lease to which it is a party; (iii) increase or consent to the increase of the amount of any charges under the Operating Lease to which it is a party; (iv) modify, change, supplement, alter, replace or amend the Operating Lease to which it is a party or waive or release any of such Borrower’s rights and remedies under the Operating Lease, including, without limitation, any material defaults; or (v) grant its consent or approval as may be requested or required in connection with the terms and provisions of the Operating Lease to which it is a party with respect to any matter that would require the consent of Beneficiary Lender pursuant to the Loan Documents. Notwithstanding the foregoing, Lender shall not unreasonably withhold its consent to a Borrower renewing any Operating Lease upon the expiration thereof or to a Borrower entering into a new Operating Lease with Operating Lessee upon the expiration of the current Operating Lease. As conditions precedent to a Borrower renewing any Operating Lease or entering into a new Operating Lease after the date hereof, in addition to obtaining Lender’s consent to the terms thereof as required above, (A) such successor in interest. Each lease Borrower shall also provide thatwritten notice to Lender of such renewed or new Operating Lease not less than thirty (30) days prior to the date on which such renewed or new Operating Lease shall be effective, upon request by said successor in interestwhich notice shall include a copy of the proposed renewed or new Operating Lease blacklined to the Operating Lease being replaced, (B) such lessee Borrower and Operating Lessee shall execute and deliver an instrument to Lender (and record in the appropriate real estate records if required by Lender) a subordination and attornment agreement in the same form as the Subordination Agreement executed in connection with the Operating Lease being replaced, (C) such Borrower and Operating Lessee shall execute and deliver to Lender (and record in the appropriate real estate records if required by Lender) such amendments of the Loan Documents to which they are respectively a party as may be reasonably required by Lender to evidence, preserve and/or protect the collateral securing or instruments confirming intended to secure the Obligations, and (D) such attornmentBorrower and/or Operating Lessee shall deliver to Lender evidence reasonably acceptable to Lender that the Franchise Agreement and the Management Agreement relating to such Borrower’s Property and all other licenses and permits required to operate such Borrower’s Property as a hotel are and shall remain in full force and effect.

Leases. (a) Grantor will not The Mortgagor represents and warrants that: (i) execute an assignment of the rents or any part thereof from Leases identified on Schedule D attached hereto are the Premises without Beneficiary's prior consent, (ii) except where the lessee is only Leases in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, existence on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates date hereof with respect to the status Leased Premises; (ii) true copies of such leases, Grantor shall exercise its right Leases have been previously delivered to request the Mortgagee and there are no agreements with any Tenant under such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.Leases other than those agreements expressly set forth therein; (ciii) In it is the event sole owner of all of the enforcement by Trustee or Beneficiary Mortgagor's Interest in such Leases; (iv) each of such Leases is in full force and effect, constitutes a legal, valid and binding obligation of the remedies provided for hereby Mortgagor and the applicable Tenant thereunder, and is enforceable against the Mortgagor and such Tenant in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors' rights generally or by lawequitable principles relating to enforceability or by other laws and regulations of non-U.S. jurisdictions; (v) to the best of Mortgagor's knowledge, there is no default under any of such material Leases and there is existing no condition which with the lessee giving of notice or passage of time or both would cause a default thereunder; (vi) all Rents due under each such Leases have been paid in full through the date hereof; (vii) none of the leases Rents reserved under such Leases have been assigned or otherwise pledged or hypothecated except in favor of the Premise will, upon request of any person succeeding Mortgagee pursuant to the interest provisions hereof; (viii) none of Grantor as a result of such enforcement, automatically become the lessee of said successor Rents (other than any security deposit collected in interest, without change in accordance with the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (ithe applicable Lease) any payment of rent or additional rent have been collected for more than one (1) month in advance; (ix) to the best of Mortgagor's knowledge, except prepayments in there exists no offsets or defenses to the nature payment of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification portion of the lease made without Rents and the consent Mortgagor owes no monetary obligation to any Tenant under any such Lease; (x) it has received no notice from any Tenant challenging the validity or enforceability of Beneficiary any such Lease; (xi) no such Lease contains any option to purchase, right of first refusal to purchase, right of first refusal to relet, or any other similar provision; and (xii) each such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument Lease is subordinate to this Mortgage either pursuant to its terms or instruments confirming such attornmentpursuant to a recordable Subordination Agreement.

Leases. (a) Grantor will not (i) execute an assignment Any and all leases, subleases or other agreements entered into by DEVELOPER to secure the Locations of the rents or any part thereof from the Premises without BeneficiaryFRANCHISED STORES must, at a minimum, meet with FRANCHISOR's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of written approval and any such lease or (vi) purchase document must be conditional upon such approval, which approval shall not be unreasonably withheld by FRANCHISOR. The following provisions shall be in any other manner impair the value of the Mortgaged Property DEVELOPER's lease or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates purchase agreement with respect to the status each FRANCHISED STORE: 4.1.2.1 A minimum lease term of such leases, Grantor shall exercise its right to request such certificates within five (5) days years, with a minimum renewal term, at lessee's option of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receiptan additional five (5) years. (c) 4.1.2.2 In the event of the enforcement by Trustee unauthorized transfer, expiration or Beneficiary termination of the remedies provided Franchise Agreement and Addendum thereto with respect to a FRANCHISED STORE, for hereby any reason, FRANCHISOR shall have the option for thirty (30) days to assume the obligations under said lease, and at any time thereafter to reassign the lease to another franchisee (which lessor, sublessor or by lawrenter shall reasonably approve); 4.1.2.3 The lessor, sublessor or renter will furnish to FRANCHISOR written notice specifying any default and the lessee method of curing any such default (except that if default is in the nature of nonpayment of rent, FRANCHISOR shall have but thirty (30) days from receipt of such notice to cure said default) and succeed to DEVELOPER's interest in such lease; 4.1.2.4 The lessor, sublessor or renter will accept FRANCHISOR or its designee (which lessor, sublessor or renter shall reasonably approve) as a substitute tenant under each the terms and provisions of the leases of the Premise will, lease upon request of any person succeeding notice from FRANCHISOR that it is exercising its right to succeed to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor DEVELOPER in interest, without change in the terms or other provisions of such lease, provided, however, ; 4.1.2.5 Any lease entered into by DEVELOPER shall provide that said successor in interest it may not be modified or amended without FRANCHISOR's prior written consent which shall not be bound by (i) any payment unreasonably withheld, and that FRANCHISOR shall be promptly provided with copies of rent all such proposed modifications or additional rent for more than one (1) month in advanceamendments and, except prepayments in the nature when executed, true and correct copies of security for the performance by said lessee of its obligations under said lease such executed modifications or (ii) any amendment or modification amendments; and 4.1.2.6 All of the lease made without foregoing constitute rights but not obligations on the consent part of Beneficiary FRANCHISOR to assume the rights and responsibilities of DEVELOPER under any lease, sublease or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentother rental arrangement.

Leases. Each Credit Party shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located, except for such payments or other obligations that (a) Grantor will not relate to closed Stores (iincluding, without limitation, Stores owned by the J. ▇▇▇▇ Entities) execute an assignment where no Collateral included in the calculation of the rents or any part thereof from Borrowing Base most recently delivered by the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent Borrower Representative to the cancellation Agent is or surrender of any lease of the Premises may be located or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (b)(i) are either (1) year being contested in good faith by appropriate proceedings or more(2) the subject of a good faith, providedbona fide dispute related to the leased premises (including such payments and such obligations that are the subject of an ▇▇▇▇▇▇▇ internal review by such Credit Party in the determination of whether a good faith, however, that any lease may be cancelled if promptly after bona fide dispute exists with respect to such payments and such obligations) consistent with the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that practices of the lessee whose lease was cancelledBorrowers and their Subsidiaries on the Closing Date, on substantially provided that, in the same terms as case of this clause (2), upon receipt of any notice of default under the terminated or cancelled applicable lease, (iii) modify any such lease so as to shorten the unexpired term thereof applicable Credit Party or so as to decrease, waive or compromise in any manner the amount Subsidiary of the rents payable thereunder or materially expand the a Credit Party shall promptly pay and perform its obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leaseslease, irrespective of whether the bona fide dispute is then continuing, except prepayments solely to the extent that (A) the continued failure to so pay or perform in connection with such good faith, bona fide dispute could not reasonably be expected to result in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties termination of any such lease (provided that such Credit Party or such Subsidiary of a Credit Party shall promptly at the time the continued failure to so pay or perform could reasonably be expected to result in the termination of any such lease, either (x) commence a proceeding pursuant to clause (b)(i)(1) above, which proceeding shall seek to stay any such termination and such relief shall have been granted by the relevant court, or (viy) deem the applicable Store subject to such lease a closed Store pursuant to clause (a) above (it being agreed that all Collateral located at such store shall be promptly excluded from the calculation of the Borrowing Base and the Borrowers shall deliver an updated Borrowing Base Certificate to the Agent demonstrating the exclusion of such Collateral)) and (B) the failure to so pay or perform under such lease, individually or in the aggregate with all other leases which are the subject of a bona fide dispute, could not reasonably be expected to result in a Material Adverse Effect, and (ii) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except case, for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained which adequate reserves in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements accordance with GAAP are being maintained by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receiptPerson. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.

Leases. (a) Grantor will not Borrower covenants and agrees that, from the date hereof and until payment in full of the Debt, Borrower shall, or shall cause Owner to, comply with the terms and provisions of Section 7.02(a) through (c) of the Mortgage as provided in Section 2.14 hereof, and, to the extent such term, covenants and conditions require any consents, approvals or waivers by Mortgage Lender, Lender shall have the same rights to consent, approve or waive. (b) Subject to the rights of Mortgage Lender in respect of the Rents under the Mortgage Loan Documents and the rights of Senior Mez Lender in respect of the Rents under the Senior Mez Loan Documents, at any time that (i) execute an assignment of payments are not being made to the rents Central Account, or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where following repayment of the lessee Mortgage Loan, then Lender shall have the immediate right to notify the bank in which the Collection Account is in default thereunder, terminate or consent located to make payments directly to the cancellation Lockbox Account. Subject to the rights of Mortgage Lender under the Mortgage Loan Documents and Senior Mez Lender under the Senior Mez Loan Documents, security and other refundable deposits of tenants, whether held in cash or surrender any other form, shall, after and during the continuance of an Event of Default, be turned over to Lender (together with any lease undisbursed interest earned thereon) upon Lender’s request therefor to be held by Lender subject to the terms of the Premises Leases. Any letter of credit or other instrument which Borrower or Owner holds in lieu of cash security deposit shall be maintained in full force and effect in the full amount of such deposits unless replaced by cash deposits as herein-above described and shall in all respects comply with any part thereofapplicable Legal Requirements and otherwise be satisfactory to Lender. Borrower shall, now existing upon request, provide Lender with evidence satisfactory to Lender of Borrower’s, Senior Mez Borrower’s and Owner’s compliance with the foregoing. (c) Borrower (i) shall cause Owner or hereafter Operating Tenant to observe and perform all of its material obligations under the Leases pursuant to applicable Legal Requirements and shall not do or permit to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent done anything to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. Major Space Leases; (bii) Grantor will not execute any lease shall cause Owner to promptly send copies to Lender of all or a substantial portion notices of material default which Owner shall receive under the Premises except for actual occupancy by Major Space Leases; (iii) shall, consistent with the lessee thereunder or its property managerApproved Manager Standard, and will at all times promptly and faithfully perform, or cause to be performed, enforce all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligationsterms, covenants and agreements by such lessee conditions contained in the Leases to be performed thereunder. If observed or performed; (iv) shall not permit Owner to collect any of such leases provide for the giving by Rents under the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for Major Space Leases more than one (1) month in advance, advance (except prepayments that Owner may collect in advance such security deposits as are permitted pursuant to applicable Legal Requirements and are commercially reasonable in the nature of security for the performance by said lessee of its obligations under said lease prevailing market); (v) shall not permit Owner to cancel or (ii) terminate any amendment or modification of the lease made Leases or accept a surrender thereof in any manner inconsistent with the Approved Manager Standard; (vi) shall not permit Owner to alter, modify or change the terms of any guaranty of any Major Space Lease or cancel or terminate any such guaranty in a manner inconsistent with the Approved Manager Standard; (vii) shall cause Owner, in accordance with the Approved Manager Standard, to make all reasonable efforts to seek lessees for space as it becomes vacant and enter into Leases in accordance with the terms hereof; and (viii) shall not permit Owner to materially modify, alter or amend any Major Space Lease or Property Agreement without Lender’s consent, which consent will not be unreasonably withheld or delayed. Borrower shall, and shall cause Senior Mez Borrower and Owner to, promptly send copies to Lender of all notices of material default which either Senior Mez Borrower or Owner shall receive under the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentLeases.

Leases. (a) Grantor will not (i) execute an assignment The Mortgagor shall, at its own cost and expense, perform, comply with and discharge all of the rents or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments Mortgagor under all leases and agreements for the use of more than one month of any installments of rents the Mortgaged Premises and use its best efforts to become due under such leases, except prepayments in the nature of security for enforce or secure the performance of each obligation and undertaking of the lessees thereunderrespective tenants under such leases and shall appear in and defend, (v) modifyat its own cost and expense, release any action or terminate any guaranties proceeding arising out of any such lease or (vi) in any other manner impair connected with the value Mortgagor’s interest in any leases of the Mortgaged Property Premises. The Mortgagor shall apply all tenants security deposits as required by Minnesota Statutes Section 504B.178 and shall keep the covenants required of a lessor or licensor pursuant to Minnesota Statutes Section 504B.161, subdivision 1, if the security hereof. (b) Grantor will not execute Mortgaged Premises is used for residential purposes. The Mortgagor shall permit no surrender nor assignment of any lease of all or a substantial portion of tenant’s interest under said leases unless the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In assign or surrender is expressly reserved under the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) nor receive any payment installment of rent or additional rent for more than one (1) month in advanceadvance of its due date, except prepayments in nor execute any mortgage or create or permit a lien which may be or become superior to any such leases, nor permit a subordination of any lease to such mortgage or lien. The Mortgagor shall not materially modify or amend the nature terms of security for any such leases, nor borrow against or pledge the performance rentals from such leases, nor exercise or waive any default of the tenant thereunder without the prior consent of the Mortgagee. The Mortgagor agrees to obtain the Mortgagee’s prior written approval before entering into any lease with a term of five (5) years or more. Should the Mortgagor fail to perform, comply with or discharge any obligations of the Mortgagor under any lease or should the Mortgagee become aware of or be notified by said lessee any tenant under any lease of a failure on the part of the Mortgagor to so perform, comply with or discharge its obligations under said lease lease, the Mortgagee may, but shall not be obligated to, and without further demand upon or (ii) notice to the Mortgagor, and without waiving or releasing the Mortgagor from any amendment or modification of obligation in this Mortgage contained, remedy such failure, and the lease made without Mortgagor agrees to repay upon demand all sums incurred by the consent of Beneficiary or Mortgagee in remedying any such successor failure together with interest at the rate as specified in interestthe Notes. Each lease All such sums, together with interest as aforesaid, shall also provide thatbecome so much additional Secured Indebtedness, upon request by said successor in interest, but no such lessee advance shall execute and deliver an instrument or instruments confirming such attornmentbe deemed to relieve the Mortgagor from any default hereunder.

Leases. (a) Grantor will Mortgagor covenants and agrees that it shall not enter into any Lease affecting the lesser of (ix) execute an assignment ten percent (10%) of the rents or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease gross leaseable area of the Premises Improvements and (y) 10,000 square feet or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or having a term of ten (10) years or more without the security hereofprior written approval of Mortgagee, which approval shall not be unreasonably withheld. The request for approval of each such proposed new Lease shall be made to Mortgagee in writing and Mortgagor shall furnish to Mortgagee (and any loan servicer specified from time to time by Mortgagee): (i) such biographical and financial information about the proposed Tenant as Mortgagee may require in conjunction with its review, (ii) a copy of the proposed form of Lease and (iii) a summary of the material terms of such proposed Lease (including, without limitation, rental terms and the term of the proposed lease and any options). It is acknowledged that Mortgagee intends to include among its criteria for approval of any such proposed Lease the following: (i) such Lease shall be with a bona-fide arm’s-length Tenant; (ii) the terms of such Lease shall comply with the requirements set forth in paragraphs (b) and (c) below; and (iii) such Lease shall provide that the Tenant pays for its expenses. Failure of Mortgagee to approve or disapprove any such proposed Lease within fifteen (15) business days after receipt of such written request and all the documents and information required to be furnished to Mortgagee with such request shall be deemed approved, provided that the written request for approval specifically mentioned the same. (b) Grantor will Prior to execution of any Leases of space in the Improvements after the date hereof, Mortgagor shall submit to Mortgagee, for Mortgagee’s prior approval, which approval shall not be unreasonably withheld, a copy of the form Lease Mortgagor plans to use in leasing space in the Improvements or at the Mortgaged Property. All such Leases of space at the Mortgaged Property shall be at a rental and on terms consistent with the terms for similar leases in the market area of the Premises. Mortgagor shall also submit to Mortgagee for Mortgagee’s approval, which approval shall not be unreasonably withheld, prior to the execution thereof, any proposed Lease of the Improvements or any portion thereof that differs materially and adversely from the aforementioned form Lease. Mortgagor shall not execute any lease of Lease for all or a substantial portion of the Premises Mortgaged Property, except for an actual occupancy by the Tenant, lessee thereunder or its property managerlicensee thereunder, and will shall at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of Leases with respect to the Premises or portions thereof Mortgaged Property, now or hereafter existing, on the part of the landlord, lessor or licensor thereunder to be kept and performed performed. Mortgagor shall furnish to Mortgagee, within ten (10) days after a request by Mortgagee to do so, but in any event by January 1 of each year, a current Rent Roll, certified by Mortgagor as being true and will at all times do all things reasonably necessary to compel performance by correct, containing the lessee under each lease names of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates Tenants with respect to the status Mortgaged Property, the terms of their respective Leases, the spaces occupied and the rentals or fees payable thereunder and the amount of each Tenant’s security deposit. Upon the request of Mortgagee, Mortgagor shall deliver to Mortgagee a copy of each such leasesLease. Mortgagor shall not do or suffer to be done any act, Grantor or omit to take any action, that might result in a default by the landlord, lessor or licensor under any such Lease or allow the Tenant thereunder to withhold payment of rent or cancel or terminate same and shall exercise its right not further assign any such Lease or any such Rents and Profits. Mortgagor, at no cost or expense to request Mortgagee, shall enforce, short of termination, the performance and observance of each and every condition and covenant of each of the parties under such certificates within five (5) days Leases and Mortgagor shall not anticipate, discount, release, waive, compromise or otherwise discharge any rent payable under any of the Leases. Mortgagor shall not, without the prior written consent of Mortgagee, modify any of the Leases, terminate or accept the surrender of any demand therefor by Beneficiary Leases, waive or release any other party from the performance or observance of any obligation or condition under such Leases except, with respect only to Leases affecting less than the lesser of (x) ten percent (10%) of the gross leaseable area of the Improvements and (y) 10,000 square feet and having a term of less than ten (10) years, in the normal course of business in a manner which is consistent with sound and customary leasing and management practices for similar properties in the community in which the Mortgaged Property is located. Mortgagor shall deliver copies thereof not permit the prepayment of any rents under any of the Leases for more than one (1) month prior to Beneficiary promptly upon receiptthe due date thereof. (c) In Each Lease executed after the event date hereof affecting any of the enforcement Premises or the Improvements must provide, in a manner approved by Trustee Mortgagee, that the Lease is subordinate to the lien of this Mortgage and that Tenant will recognize as its landlord, lessor or Beneficiary of the remedies provided for hereby or by lawlicensor, the lessee under each of the leases of the Premise willas applicable, upon request of and attorn to any person succeeding to the interest of Grantor as a result Mortgagor upon any foreclosure of this Mortgage or deed in lieu of foreclosure. Each such enforcementLease shall also provide that, automatically become the lessee upon request of said successor in successor-in-interest, without change the Tenant shall execute and deliver an instrument or instruments confirming its attornment as provided for in the terms or other provisions of such lease, this Section; provided, however, that said successor in neither Mortgagee nor any successor-in-interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease said Lease made without the express written consent of Beneficiary Mortgagee or such successor in said successor-in-interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.

Leases. (a) Grantor will not The Mortgagor represents and warrants that: (i) execute an assignment of the rents or any part thereof from Leases identified in Schedule C annexed hereto are the Premises without Beneficiary's prior consent, (ii) except where the lessee is only Leases in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, existence on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates date hereof with respect to the status Premises; (ii) true copies of such leasesLeases, Grantor shall exercise its right if any, have been previously delivered to request the Mortgagee and there are no agreements with any Tenant under such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.Leases, if any, other than those agreements expressly set forth therein; (ciii) In the event Mortgagor is the sole owner of all of the enforcement by Trustee or Beneficiary Mortgagor’s Interest in such Leases, if any; (iv) to the best of Mortgagor’s knowledge each of such Leases, if any, is in full force and effect, constitutes a legal, valid and binding obligation of the remedies provided for hereby Mortgagor and the applicable Tenant thereunder, and is enforceable against the Mortgagor and such Tenant in accordance with its terms; (v) to the best of Mortgagor’s knowledge there is no material default under any of such Leases, if any, and there is existing no condition which with the giving of notice or by lawpassage of time or both would cause a material default thereunder in each case, the lessee beyond all applicable notice and grace periods; (vi) all Rents due under each such Leases, if any, have been paid in full; (vii) none of the leases Rents reserved under such Leases, if any, have been assigned or otherwise pledged or hypothecated except in favor of the Premise will, upon request of any person succeeding Mortgagee pursuant to the interest provisions hereof; (viii) none of Grantor as a result of such enforcement, automatically become the lessee of said successor Rents (other than any security deposit collected in interest, without change in accordance with the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (ithe applicable Lease) any payment of rent or additional rent have been collected for more than one (1) month in advance, advance except prepayments as permitted under any such Lease entered into in accordance with the nature terms hereof; (ix) to the best of security for Mortgagor’s knowledge there exists no offsets or defenses to the performance by said lessee payment of its obligations under said lease or (ii) any amendment or modification portion of the lease made without Rents and the consent Mortgagor owes no monetary obligation to any Tenant under any such Lease; (x) the Mortgagor has received no written notice from any Tenant challenging the validity or enforceability of Beneficiary any such Lease which has not been withdrawn; (xi) no such Lease contains any option to purchase, right of first refusal to purchase, right of first refusal to relet, or any other similar provision; and (xii) each such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument Lease is subordinate to this Mortgage either pursuant to its terms or instruments confirming such attornmentpursuant to a recordable Subordination Agreement.

Leases. (a) Grantor will not (i) execute an assignment Without first having obtained the written consent of Administrative Agent, Borrower will make no assignment, pledge or disposition of the rents Leases or the Rent (except no consent shall be required for Borrower to terminate the Existing Leases or any part thereof from other Lease or exercise other landlord enforcement actions so long as such actions are taken in the Premises without Beneficiary's prior consentordinary course of Borrower’s business); nor will Borrower grant any security interest in the Leases or Rent (except to Administrative Agent and Lenders); nor will Borrower subordinate any of the Leases to any deed of trust, (ii) except where the lessee is in default thereunder, terminate security deed or consent to the cancellation mortgage or surrender any other encumbrance of any lease of the Premises kind or permit, consent or agree to such subordination; nor will Borrower incur any indebtedness to a tenant under or guarantor of any part thereof, now existing Lease which may under any circumstance be used as an offset against the Rent or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become other payments due under such leases, said Lease (except prepayments Borrower may grant rent concessions in the nature ordinary course of security Borrower’s business so long as such concessions are commercially reasonable); nor will Borrower receive or collect any Rent for the performance a period of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advanceadvance of the date on which such payment is due; and any such acts, except prepayments in if done without the nature prior written consent of security for the performance by said lessee of its obligations under said lease or Administrative Agent, shall be null and void. (ii) Borrower covenants and agrees to observe and perform duly and punctually all the obligations imposed upon Borrower under the Leases and not to do or permit to be done anything to impair the value thereof; to enforce the performance of each term, provision, covenant, agreement and condition in the Leases to be performed by any amendment tenant thereunder, except as Borrower may waive in the ordinary course of business in owning and operating a multifamily complex in a reasonable and prudent manner; to appear in and defend any action or modification proceeding arising under, occurring out of or in any manner connected with any of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide thatLeases and, upon request by said successor Administrative Agent, to make appearance in interestthe name and on behalf of Administrative Agent, but at the expense of Borrower; upon request of Administrative Agent, to make available to Administrative Agent at the Property executed copies of any and all Leases, renewals and extensions of existing Leases and any and all subsequent Leases upon all or any part of the Property. (iii) If there is any payment to Borrower in consideration for the termination of a Lease, Borrower hereby assigns such lessee payment to Administrative Agent, for the benefit of the Lenders, and further covenants and agrees that, during the existence of an Event of Default, it will pay such amounts so received to Administrative Agent, which amounts received by Administrative Agent will be applied to the Indebtedness in such order as Administrative Agent in its sole discretion may determine. Notwithstanding the foregoing, provided no Event of Default exists at the time of receipt by Borrower of any such payments, Borrower may retain such payment. (iv) Borrower shall execute not (A) terminate, amend or modify any Lease except (1) in the ordinary course of business of owning and deliver an instrument operating a multifamily apartment project in the exercise of Borrower’s prudent business judgment and (2) the Existing Leases may be terminated at any time, or instruments confirming such attornment(B) enter into any new Leases except for Leases which are on Borrower’s standard form lease previously approved by Administrative Agent and with no modifications thereto except for modifications made in the ordinary course of business in the exercise of Borrower’s prudent business judgment and which satisfy the following minimum leasing requirements: (i) minimum initial term of six (6) months (provided, however, up to five percent (5%) of the units may be leased for initial terms of less than six (6) months), (ii) electricity and, if applicable, natural gas, separately metered to tenants, (iii) at current market rents for similar projects in the vicinity of the Property, as reasonably determined by Borrower in the ordinary course of business of owning and operating a multi-family project in a reasonable and prudent manner. (v) Borrower shall terminate the Existing Leases as soon as reasonably practicable, and shall not extend the term of any Existing Lease beyond November 1, 2014 without the prior written approval of Administrative Agent.

Leases. (a) Grantor will not (i) execute an assignment of All Major Leases and all renewals, amendments and modifications thereof executed after the rents or any part thereof from the Premises without Beneficiarydate hereof shall be subject to Lender's prior consentapproval, not to be unreasonably withheld, to the extent such Major Leases or renewals, amendments or modifications thereof are not at market rates and on market terms. (iib) except where the lessee is in default thereunder, Borrower may terminate or consent accept a surrender of one or more Leases demising up to the cancellation 100,000 square feet on an aggregate basis without Lender's approval. Borrower shall not terminate or accept a surrender of Leases demising more than 100,000 square feet on an aggregate basis without Lender's prior approval, not to be unreasonably withheld. Each request by Borrower for approval of any termination or surrender of any lease Lease shall be made by written notice to Lender and must include a statement in bold face type that if Lender shall fail to approve or disapprove such termination or surrender within ten (10) Business Days after receipt by Lender of such request, such termination or surrender shall be deemed to have been approved. If Lender fails to respond to such notice within such ten (10) day period, time being of the Premises essence, Lender shall be conclusively deemed to have approved such termination or surrender. (c) Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce the terms, covenants and conditions contained in the Leases upon the part of any part thereof, now existing or hereafter the lessee thereunder to be made, having an unexpired term of one (1) year observed or moreperformed in a commercially reasonable manner, provided, however, that any lease may be cancelled if promptly after Borrower shall comply with the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that provisions of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, paragraph (b) above; (iii) modify shall not collect any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments advance (other than security deposits); and (iv) shall not execute any assignment of lessor's interest in the nature Leases or the Rents (except as contemplated by the Loan Documents). (d) Upon request, Borrower shall furnish Lender with executed copies of security for all Leases. (e) Upon request from Borrower, Lender shall provide (i) a subordination, nondisturbance and attornment agreement on Lender's standard form to each lessee under any Lease executed in accordance with the performance by said lessee terms of its obligations under said lease or this Agreement after the date hereof and which demises at least 12,500 rentable square feet of space in the Property and (ii) a subordination, nondisturbance and attornment agreement to each lessee under any amendment or modification Lease existing as of the lease made without date hereof to the consent extent such Lease requires the delivery of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentagreement.

Leases. (a) Grantor Borrower will comply with the terms and conditions of, and deliver leased premises at the time and in the condition required by any Lender-approved lease. Borrower will not (i) execute an assignment of enter into, amend or renew any leases or other occupancy agreements affecting the rents or any part thereof from the Premises Property without Beneficiary's Lender’s prior written consent, (ii) except where the lessee is in default thereunderbut shall be permitted to make amendments, terminate modifications or consent accept prepayments to the cancellation or surrender of any lease of extent that they affect, in the Premises or of any part thereofaggregate, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of no more than one month two percent (2.0%) of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Lender’s interest in the leases on the Property or (however, notwithstanding the security hereof. above, it is understood that Borrower may make non-material changes to the standard residential lease form (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance approved by the lessee under Lender for each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5Project) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary Lender). Lender’s consent may be conditioned upon receipt of such documents and agreements as Lender may. require. Notwithstanding the above, or such successor anything else herein to the contrary, during the term of the Loan, Borrower may lease apartment units within each Project without Lender’s prior written consent, subject to the following requirements as determined by Lender: All leases of apartment units within the Project must (a) be on a standard residential lease form (to be approved by Lender for each Project), (b) be for a minimum of 12 months in interestterm, (c) include a parental guarantee for not less than 95% of the leases for each Project, (d) have an upfront lease deposit in an amount, if any, to be determined for each Project, from time to time, by Borrower, and (e) be for an average monthly rental rate approved by Lender (the “Leases”). Each Notwithstanding the foregoing, up to 25% of the Leases in a Project may be for a shorter term (not less than 9 months) if the total rents to be received are at least 95% of the total rents that would be received under a comparable 12-month lease. Borrower shall provide to Lender quarterly lease shall also provide thatfinancial status reports (which include detailed information regarding rents and other income, upon request by said successor in interestas well as expenses, such lessee shall execute and deliver an instrument or instruments confirming such attornmentassociated with the rental of apartment units).

Leases. (a) Grantor will not (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, Each Executing Subsidiary shall observe and will at all times promptly and faithfully perform, or cause to be performed, perform all of the covenants, terms, conditions and agreements contained in all leases the Leases to be observed or performed by the lessor thereunder, and each Executing Subsidiary shall not do or suffer to be done anything to impair the security thereof; (ii) Each Executing Subsidiary shall not collect any of the Premises rents, issues, income or portions thereof now profits assigned hereunder more than thirty (30) days in advance of the time when the same shall become due, except for security or hereafter existingsimilar deposits; (iii) Prior to giving any consent (including, on but not limited to, any consent to any assignment of, or subletting under, any Lease, except as expressly permitted thereby) or approval, required or permitted by such terms and provisions or cancel or terminate any Major Lease, each Executing Subsidiary shall obtain Agent's prior written consent; (iv) Each Executing Subsidiary shall, at its sole cost and expense, appear in and defend any and all actions and proceedings arising under, relating to or in any manner connected with any Lease or the part obligations, duties or liabilities of the lessor thereunder or any tenant or guarantor thereunder, and shall pay all costs and expenses of Agent, including court costs and reasonable attorneys' fees, in any such action or proceeding in which Agent may appear; (v) Each Executing Subsidiary shall give prompt notice to Agent of any notice of any default by the lessor under any Lease received from any tenant or guarantor thereunder; (vi) Each Executing Subsidiary shall enforce the observance and performance of each covenant, term, condition and agreement contained in each Major Lease to be kept observed and performed and will at all times do all things reasonably necessary to compel performance by the lessee tenants and guarantors thereunder and shall immediately notify Agent of any material breach by the tenant or guarantor under any such Major Lease; (vii) If any tenant under any Major Lease is or becomes the subject of any proceeding under the Bankruptcy Code or any other federal, state or local statute which provides for the possible termination or rejection of the Leases assigned hereby, each lease of all obligations, Executing Subsidiary covenants and agreements by agrees that if any such lessee to Major Lease is so terminated or rejected, no settlement for damages shall be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the prior written consent of Beneficiary Agent, and any check in payment of damages for termination or rejection of any such successor Major Lease will be made payable both to the applicable Executing Subsidiary and the Lenders. Executing Subsidiary hereby assigns any such payment to the Lenders and further covenants and agrees that upon the request of the Lenders, it will duly endorse to the order of the Lenders any such check, the proceeds of which shall be applied in interest. Each lease accordance with the provisions of the Assignment of Leases and Rents; and (viii) Not later than thirty (30) days after the end of each calendar quarter, each Executing Subsidiary shall also provide that, upon request by said successor deliver to Agent a certified rent roll for the Mortgaged Property as of the last day of such period in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmenta form reasonably satisfactory to Agent.

Leases. (a) Grantor will not All Leases to which Borrower is a party executed after the date hereof and all renewals thereof shall (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consentprovide for rental rates comparable to existing local market rates for similar properties, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled leasecommercially reasonable terms, (iii) modify any provide that such lease so as Lease is subordinate to shorten the unexpired term thereof or so as Mortgage encumbering the applicable Individual Property and that the lessee will attorn to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, Lender and (iv) accept prepayments of more than one month of not contain any installments of rents to become due terms which would materially adversely affect Lender’s rights under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereofLoan Documents. (b) Grantor will not execute any lease of All Major Leases to which Borrower is a party executed after the date hereof and all or a substantial portion renewals thereof shall be subject to Lender’s prior approval (other than renewals at the option of the Premises tenant at rents specified in the applicable Major Lease). All Leases to which Borrower is a party and all renewals, amendments and modifications thereof executed after the Effective Maturity Date shall be subject to Lender’s prior approval, except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to Leases that have been assigned to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receiptHotel Lessees. (c) In the event Borrower shall not accept a surrender of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, any Major Lease to which Borrower is a party without Lender’s prior approval (unless the lessee under each of has the leases of unilateral right to terminate such Major Lease). Borrower shall not terminate a Major Lease to which Borrower is a party without Lender’s prior approval (unless the Premise will, upon request of any person succeeding to other party thereto is in material default and the interest of Grantor as a result termination of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not Major Lease would be bound by commercially reasonable). (d) Borrower (i) shall observe and perform in all material respects the obligations imposed upon the lessor under the Leases to which Borrower is a party in a commercially reasonable manner; (ii) shall enforce the material terms, covenants and conditions contained in the Leases to which Borrower is a party upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner; (iii) shall not collect any payment of rent or additional rent for the rents more than one (1) month in advance, except prepayments advance (other than security deposits); (iv) shall not execute any assignment of lessor’s interest in the nature Leases to which Borrower is a party or the Rents thereunder (except as contemplated by the Loan Documents); and (v) shall not alter, modify or change any Major Lease to which Borrower is a party so as to decrease the amount of security or payment date for rent, change the performance by said lessee of its expiration date, grant any option for additional space or term, materially reduce the obligations under said lease or (ii) any amendment or modification of the lease made lessee or increase the obligations of lessor without Lender’s prior approval, which approval shall not be unreasonably withheld. Except as specifically provided in clause (v) above, Borrower shall have the right to alter, modify or change any Major Lease without Lender’s prior approval. (e) Upon request, Borrower shall furnish Lender with executed copies of all Leases. (f) The Marquis Borrower shall have the right to assign the Marquis Lease to the Hotel Lessee of the Marriott Marquis without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentLender.

Leases. (a) Grantor will not (i) execute an assignment That Mortgagor has no right or power, as against Mortgagee without its consent, to cancel, abridge or otherwise modify in any material respect any of the rents leases or subleases now or hereafter affecting the whole or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or any of any part the terms, provisions or covenants thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents rent to become due under thereunder and Mortgagor shall not do so without such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereofconsent. (b) Grantor will That Mortgagor shall not execute any enter into a lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, substantially all of the covenantsPremises, conditions unless (i) such lease shall expressly provide that the leasehold estate created thereby shall be subject and agreements contained subordinate to all mortgages on the Premises and to the leasehold estates of subtenants created by existing subleases, notwithstanding any clause in all leases any such sublease purporting to subordinate such sublease and the rights of the Premises or portions thereof now or hereafter existing, on the part of the lessor subtenant thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such ground or underlying leases, Grantor (ii) such lease shall exercise its right to request such certificates within five (5) days require that each sublease thereafter made and each renewal of any demand therefor by Beneficiary and existing sublease shall deliver copies thereof to Beneficiary promptly upon receipt. provide that, (cA) In in the event of the enforcement by Trustee or Beneficiary termination of the remedies provided for hereby or by lawunderlying lease, the lessee under each sublease shall not terminate or be terminable by the subtenant, (B) in the event of any action for the foreclosure of this Mortgage, the sublease shall not terminate or be terminable by the subtenant by reason of the leases termination of the Premise willunderlying lease unless the subtenant is specifically named and joined in any such action and unless a judgment is obtained therein against the subtenant and (C) in the event that the underlying lease is terminated as aforesaid, the subtenant shall attorn to the lessor under the underlying lease or to the purchaser at the sale of the Premises on such foreclosure, as the case may be, and (iii) the lessee in such lease shall agree, and be authorized by Mortgagor, to direct and require the subtenants and other occupants of space in the Premises to pay to Mortgagee on its entry into possession pursuant to Article 16 hereof, or to a receiver appointed to collect the rents, issues and profits of the Premises, the rents payable by them under the terms of their subleases or occupancy agreements upon request being notified by Mortgagee of any person succeeding to default under this Mortgage and of Mortgagee's entry into possession of the interest Premises, or of Grantor the appointment of any such receiver, with the same force and with like effect as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under if said lease or (ii) any amendment or modification of had not been entered into and Mortgagor were entitled to receive the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentspace rents directly.

Leases. (a) Except as expressly permitted under the Bank Credit Agreement or the Indenture, Grantor will shall not (i) execute an assignment or pledge of any Lease relating to all or any portion of the rents Trust Property other than in favor of Beneficiary, or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where without the lessee is in default thereunderprior written consent of Beneficiary, terminate execute or consent permit to the cancellation or surrender exist any Lease of any lease of the Premises or of any part thereofTrust Property, now existing or hereafter to be made, provided that Grantor may enter into leases having an unexpired aggregate term of one less than twelve months (1including all extension or renewal terms) year which are primarily for agricultural or more, provided, however, that any lease may be cancelled if promptly after recreational hunting purposes without the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that prior written consent of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereofBeneficiary. (b) Grantor will not execute As to any lease of all or a substantial portion of the Premises except for actual occupancy Lease consented to by the lessee thereunder or its property managerBeneficiary, and will at all times Granor shall: (i) promptly and faithfully perform, or cause to be performed, perform all of the covenants, conditions and agreements contained in all leases provisions of the Premises or portions thereof now or hereafter existing, Lease on the part of the lessor thereunder to be kept and performed and will at performed; (ii) promptly enforce all times do all things reasonably necessary to compel performance by of the provisions of the Lease on the part of the lessee under each lease of all obligations, covenants and agreements by such lessee thereunder to be performed thereunder. If performed; (iii) appear in and defend any action or proceeding arising under or in any manner connected with the Lease or the obligations of such leases provide for the giving by Grantor as lessor or of the lessee of certificates thereunder; (iv) exercise, within 5 Business Days after a request by Beneficiary, any right to request from the lessee a certificate with respect to the status of such leases, Grantor shall exercise its right thereof; (v) simultaneously deliver to request such certificates within five (5) days Beneficiary copies of any demand therefor by Beneficiary and shall notices of default which Grantor may at any time forward to or receive from the lessee; (vi) promptly deliver copies thereof to Beneficiary a fully executed counterpart of the Lease; and (vii) promptly deliver to Beneficiary, upon receiptBeneficiary's request, an assignment of the Grantor's interest under such Lease. (c) In Grantor shall deliver to Beneficiary, within 10 Business Days after a request by Beneficiary, a written statement, certified by Grantor as being true, correct and complete, containing the event names of all lessees and other occupants of the enforcement by Trustee or Beneficiary Trust Property, the terms of all Leases and the spaces occupied and rentals payable thereunder, and a list of all Leases which are then in default, including the nature and magnitude of the remedies provided for hereby or default; such statement shall be accompanied by lawcredit information with respect to the lessees and such other information as Beneficiary may request. (d) All Leases entered into by Grantor after the date hereof, the lessee under each of the leases of the Premise willif any, upon request and all rights of any person succeeding lessees thereunder shall be subject and subordinate in all respects to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other lien and provisions of such leasethis Deed of Trust unless Beneficiary shall otherwise elect in writing. (e) As to any Lease now in existence or subsequently consented to by Beneficiary, providedexcept as expressly permitted under the Credit Agreement, however, that said successor in interest Grantor shall not accept a surrender or terminate, cancel, rescind, supplement, alter, revise, modify or amend such Lease or permit any such action to be bound by (i) any taken nor shall Grantor accept the payment of rent or additional rent for more than one thirty (130) month days in advance, except prepayments in the nature of security for the performance by said lessee advance of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentdue date.

Leases. (a) Grantor will not (iSection 5.10(a) execute an assignment of the rents iPCS Disclosure Schedule contains an accurate and complete list of each lease pursuant to which iPCS or any part thereof from the Premises without Beneficiary's prior consent, of its Subsidiaries leases any real or personal property (iiexcluding leases or licenses of tower space to which either iPCS or any of its Subsidiaries is a party and leases relating solely to personal property calling for rental or similar periodic payments not exceeding $100,000 per annum) except where the lessee is in default thereunder, terminate or consent (each a "iPCS Lease"). A true and complete copy of each iPCS Lease has heretofore been made available to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereofCompany. (b) Grantor To the knowledge of iPCS, each iPCS Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect. The leasehold estate created by each iPCS Lease of real property (a "iPCS Leased Premise") is free and clear of all Liens other than Permitted Liens. There are no existing defaults by iPCS or any of its Subsidiaries under any of the iPCS Leases in any material respect, and to the knowledge of iPCS no event has occurred that (whether with or without notice, lapse of time or the happening or occurrence of any other event) would constitute a material default under any iPCS Lease. iPCS has received no notice, and has no other reason to believe, that any lessor under any iPCS Lease will not execute any lease of all or a substantial portion consent (where such consent is necessary) to the consummation of the Premises except for actual occupancy by Merger without requiring any material modification of the rights or obligations of the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event Except as set forth in Section 5.10(c) of the enforcement by Trustee iPCS Disclosure Schedule, with respect to leases or Beneficiary licenses of the remedies provided for hereby tower space to which iPCS or by lawany of its Subsidiaries is a party ("iPCS Tower Leases"), the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) to the knowledge of iPCS there are no applications, ordinances, petitions, resolutions or other matters pending before any payment governmental agency having jurisdiction to act on zoning changes that would prohibit or make nonconforming the use of rent any of the iPCS Leased Premises by the iPCS or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee any of its obligations under said lease or Subsidiaries, (ii) either the iPCS or one of its Subsidiaries has good and valid easement or other rights providing reasonable access and utilities to and from the iPCS Leased Premises under the iPCS Tower Leases, and (iii) neither iPCS nor any amendment of its Subsidiaries has voluntarily granted any, or modification is a party to any agreement providing for, or has knowledge of any, easements, conditions, restrictions, reservations, rights or options that would materially and adversely affect the use of any of iPCS Leased Premises under iPCS Tower Leases for the same purposes and uses as such iPCS Leased Premises have been used by iPCS or any of its Subsidiaries, except for Permitted Liens. Section 5.10(c) of the iPCS Disclosure Schedule identifies all iPCS Tower Leases which provide for the lease made without or license of six or more sites. (d) iPCS have previously delivered to the consent Company a true and correct schedule which lists the iPCS' wireless tower sites (the "iPCS Tower Sites"). Except as set forth in Section 5.10(d) of Beneficiary the iPCS Disclosure Schedule, with respect to each iPCS Tower Site (i) iPCS operates such site pursuant to a valid lease, license or master tower agreement; (ii) such successor site is operational, generates sufficient signal to carry wireless voice traffic and is interconnected with the Sprint PCS national network and (iii) such site is in interest. Each lease shall also provide thatmaterial compliance with applicable zoning requirements, upon request by said successor in interest, such lessee shall execute FAA and deliver an instrument or instruments confirming such attornmentFCC regulations and other governmental regulations.

Leases. (a) Grantor will not (i) execute an assignment Mortgagor hereby collaterally assigns and transfers to Lender all the rents, issues and profits of the rents Premises, whether now or hereafter accruing, and hereby gives to and confers upon Lender the right, power and authority to collect such rents, issues and profits. From time to time, upon the request of Lender, Mortgagor shall give further evidence of the foregoing assignment to Lender by executing and delivering to Lender specific assignments (in form and substance satisfactory to Lender) of the rents, issues and profits. From time to time, Mortgagor shall also execute and deliver to Lender any part thereof notice to tenants or other document reasonably required by Lender. Mortgagor irrevocably appoints Lender its true and lawful attorney-in-fact, at the option of Lender at any time and from time to time after the Premises without Beneficiary's prior consentoccurrence of any Event of Default under this Mortgage (whether or not Lender takes possession of the Premises), (ii) except where to demand, receive and enforce payment, to give receipts, releases and satisfactions, and to ▇▇▇, in the lessee is in default thereundername of Mortgagor or Lender, terminate or consent for all such rents, issues and profits and apply the same to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, indebtedness secured hereby; provided, however, that any lease may Mortgagor shall have permission to collect such rents, issues and profits (but rents shall not be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of collected for more than one month in advance) prior to the occurrence of any installments Event of rents Default under this Mortgage. Upon the occurrence of any Event of Default, the permission hereby given to become due under Mortgagor to collect such leasesrents, except prepayments issues and profits shall terminate and such permission shall not be reinstated upon the cure of the Event of Default without Lender’s specific written consent. Further, upon the occurrence of any Event of Default, Mortgagor shall immediately turn over to Lender all rents, issues and profits in the nature actual or constructive possession of Mortgagor (or its agents or affiliates), together with an accounting thereof. Exercise of Lender’s rights under this Section, and the application of any rents, issues and profits to the indebtedness secured hereby, shall not cure or waive any default. To the fullest extent allowed by law, the assignment of the rents, issues and profits of the Premises in this Section is intended to be an absolute assignment from Mortgagor to Lender and not merely the passing of a security interest but Mortgagor shall have the right to collect the same so long as no Event of Default under this Mortgage shall have occurred. Upon any occurrence of any Event of Default under this Mortgage, Lender may, at any time without notice, either in person, by agent or by a receiver appointed by a court, and without regard to the adequacy of any security for the performance indebtedness hereby secured, enter upon and take possession of the lessees thereunderPremises, (vor any part thereof, and in its own name ▇▇▇ for or otherwise collect such rents, issues and profits, including those past due and unpaid, and apply the same in accordance with the provisions of Section 2.3(b) modifyhereof The collection of such rents, release issues and profits, or terminate any guaranties of any such lease or (vi) in any other manner impair the value entering upon and taking possession of the Mortgaged Property Premises, or the security hereof. (b) Grantor will application thereof as aforesaid, shall not cure or waive any Event of Default or notice of default hereunder or invalidate any act done in response to such Event of Default or pursuant to such notice of default. Mortgagor shall not execute any lease of all or a substantial portion other assignment of the income, rents, issues or profits, or any part thereof, from the Premises except for actual occupancy by the lessee thereunder to any person or entity other than Lender. Mortgagor covenants that it shall, at its property managersole cost and expense, (a) duly and will at all times promptly punctually perform and faithfully performdischarge, or cause to be performedperformed and discharged, all of the covenants, conditions obligations and agreements contained in undertakings of Mortgagor or its agents under all leases affecting the Premises, (b) use its best efforts to enforce or secure, or cause to be enforced or secured, the performance of each and every obligation and undertaking of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee respective tenants under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In promptly notify Lender if Mortgagor receives any notice from a tenant claiming that Mortgagor is in default under a lease, and (d) appear in and defend any action or proceeding arising under or in any manner connected with the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases. Mortgagor shall not execute any leases of the Premise will, upon request of any person succeeding pertaining to the interest Property without the prior written consent of Grantor as a result of such enforcementLender, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest which consent shall not be bound by (i) any payment unreasonably withheld and all leases shall be inferior and subordinate to the lien of rent or additional rent for more than one (1) month in advance, except prepayments in this Mortgage and the nature terms of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentso expressly provide.

Leases. (a) Grantor will not Borrower covenants and agrees that, from the date hereof and until payment in full of the Debt, Borrower shall, or shall cause Owner to, comply with the terms and provisions of Section 7.02(a) through (c) of the Mortgage as provided in Section 2.14 hereof, and, to the extent such term, covenants and conditions require any consents, approvals or waivers by Mortgage Lender, Lender shall have the same rights to consent, approve or waive. (b) Subject to the rights of Mortgage Lender in respect of the Rents under the Mortgage Loan Documents, the rights of Intermediate Mez Lender in respect of the Rents under the Intermediate Mez Loan Documents and the rights of Senior Mez Lender in respect of the Rents under the Senior Mez Loan Documents, at any time that (i) execute an assignment of payments are not being made to the rents Central Account, or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where following repayment of the lessee Mortgage Loan, then Lender shall have the immediate right to notify the bank in which the Collection Account is in default thereunder, terminate or consent located to make payments directly to the cancellation Lockbox Account. Subject to the rights of Mortgage Lender under the Mortgage Loan Documents, Intermediate Mez Lender under the Intermediate Mez Loan Documetns and Senior Mez Lender under the Senior Mez Loan Documents, security and other refundable deposits of tenants, whether held in cash or surrender any other form, shall, after and during the continuance of an Event of Default, be turned over to Lender (together with any lease undisbursed interest earned thereon) upon Lender’s request therefor to be held by Lender subject to the terms of the Premises Leases. Any letter of credit or other instrument which Borrower or Owner holds in lieu of cash security deposit shall be maintained in full force and effect in the full amount of such deposits unless replaced by cash deposits as herein-above described and shall in all respects comply with any part thereofapplicable Legal Requirements and otherwise be satisfactory to Lender. Borrower shall, now existing upon request, provide Lender with evidence satisfactory to Lender of Borrower’s, Intermediate Mez Borrower’s, Senior Mez Borrower’s and Owner’s compliance with the foregoing. (c) Borrower (i) shall cause Owner or hereafter Operating Tenant to observe and perform all of its material obligations under the Leases pursuant to applicable Legal Requirements and shall not do or permit to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent done anything to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. Major Space Leases; (bii) Grantor will not execute any lease shall cause Owner to promptly send copies to Lender of all or a substantial portion notices of material default which Owner shall receive under the Premises except for actual occupancy by Major Space Leases; (iii) shall, consistent with the lessee thereunder or its property managerApproved Manager Standard, and will at all times promptly and faithfully perform, or cause to be performed, enforce all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligationsterms, covenants and agreements by such lessee conditions contained in the Leases to be performed thereunder. If observed or performed; (iv) shall not permit Owner to collect any of such leases provide for the giving by Rents under the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for Major Space Leases more than one (1) month in advance, advance (except prepayments that Owner may collect in advance such security deposits as are permitted pursuant to applicable Legal Requirements and are commercially reasonable in the nature of security for the performance by said lessee of its obligations under said lease prevailing market); (v) shall not permit Owner to cancel or (ii) terminate any amendment or modification of the lease made Leases or accept a surrender thereof in any manner inconsistent with the Approved Manager Standard; (vi) shall not permit Owner to alter, modify or change the terms of any guaranty of any Major Space Lease or cancel or terminate any such guaranty in a manner inconsistent with the Approved Manager Standard; (vii) shall cause Owner, in accordance with the Approved Manager Standard, to make all reasonable efforts to seek lessees for space as it becomes vacant and enter into Leases in accordance with the terms hereof; and (viii) shall not permit Owner to materially modify, alter or amend any Major Space Lease or Property Agreement without Lender’s consent, which consent will not be unreasonably withheld or delayed. Borrower shall, and shall cause Intermediate Mez Borrower, Senior Mez Borrower and Owner to, promptly send copies to Lender of all notices of material default which any of Intermediate Mez Borrower, Senior Mez Borrower or Owner shall receive under the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentLeases.

Leases. To each Borrower’s actual knowledge after due inquiry and except as set forth on Schedule X attached hereto or as otherwise disclosed in the estoppel certificates delivered to Lender in connection with the closing of the Loan, (a) Grantor will the Properties are not subject to any Leases other than the HRHI Lease and the other Leases described in said Schedule X, (ib) execute an assignment each Borrower is the owner and lessor of the rents landlord’s interest in each such Lease affecting its Property, (c) no Person has any possessory interest in any Property or any part thereof from right to occupy the Premises without Beneficiary's prior consentsame except under and pursuant to the provisions of such Leases, (iid) except where all commercial Leases are in full force and effect and there are no material defaults thereunder by either party and there are no conditions that, with the lessee is in default thereunderpassage of time or the giving of notice, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereofboth, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor would constitute material defaults thereunder, (ive) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance copies of the lessees thereundercommercial Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (vf) modify, release or terminate any guaranties of any such lease or no Rent (viincluding security deposits) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for has been paid more than one (1) month in advanceadvance of its due date, (g) all work to be performed by the landlord under each Lease has been performed as required in such Lease and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by any Borrower to any tenant has already been received by such tenant, (h) there has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents received therein which is still in effect, (i) no commercial tenant listed on Schedule X has assigned its Lease or sublet all or any portion of the premises demised thereby, no such commercial tenant holds its leased premises under assignment or sublease, nor does anyone except prepayments such commercial tenant and its employees occupy such leased premises, (j) no tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the Property of which the leased premises are a part, and (k) no tenant under any Lease has any right or option for additional space in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentImprovements.

Leases. (a) Grantor will not (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent Borrower represents and warrants to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates Lender with respect to the status of such leasesLeases that: (a) the rent roll attached hereto as Schedule I is true, Grantor shall exercise its right complete and correct and the Property is not subject to request such certificates within five any Leases other than the Leases described in Schedule I, (5b) days of any demand therefor the Leases identified on Schedule I are in full force and effect and there are no defaults thereunder by Beneficiary and shall deliver copies thereof either party except as otherwise set forth in an estoppel certificate executed by the applicable Tenant delivered to Beneficiary promptly upon receipt. Lender prior to the date hereof, (c) In the event copies of the enforcement Leases delivered to Lender are true and complete in all material respects, and there are no oral agreements with respect thereto except as otherwise set forth in an estoppel certificate executed by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding applicable Tenant delivered to Lender prior to the interest of Grantor as a result of such enforcementdate hereof, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (id) any payment of rent or additional rent for no Rent (including security deposits) has been paid more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee advance of its obligations due date except as otherwise set forth in an estoppel certificate executed by the applicable Tenant delivered to Lender prior to the date hereof, (e) all work to be performed by Borrower under said lease or each Lease has been performed as required and has been accepted by the applicable Tenant except as otherwise set forth in an estoppel certificate executed by the applicable Tenant delivered to Lender prior to the date hereof, (iif) any amendment payments, free rent, partial rent, rebate of rent or modification other payments, credits, allowances or abatements required to be given by Borrower to any Tenant has already been received by such Tenant except as otherwise set forth in an estoppel certificate executed by the applicable Tenant delivered to Lender prior to the date hereof, (g) all security deposits are being held in accordance with Legal Requirements, (h) neither the landlord nor any Tenant is in default under any of the lease made without Leases except as otherwise set forth in an estoppel certificate executed by the consent applicable Tenant delivered to Lender prior to the date hereof; (i) Borrower has no knowledge of Beneficiary any notice of termination or default with respect to any Lease; (j) Borrower has not assigned or pledged any of the Leases, the rents or any interests therein except to Lender; (k) no Tenant or other party has an option or right of first refusal or offer, to purchase all or any portion of the Property (other than the Stop and Shop Lease, which right of first refusal has been waived by Stop and Shop pursuant to that certain Notice of Waiver of Right of First Refusal dated October 28, 2004); (l) no Tenant has the right to terminate its Lease prior to expiration of the stated term of such successor in interest. Each lease shall also provide thatLease; and (m) all existing Leases are subordinate to the Mortgage either pursuant to their terms or a recordable subordination agreement delivered concurrently herewith, upon request or delivered hereafter as approved by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentLender.

Leases. (a) Grantor will shall not (i) execute an assignment or pledge of any Lease relating to all or any portion of the rents Trust Property other than in favor of Beneficiary, or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where as expressly permitted under the lessee is in default thereunderCredit Agreement, terminate without the prior written consent of Beneficiary, execute or consent permit to the cancellation or surrender exist any Lease of any lease of the Premises or of any part thereofTrust Property, now existing or hereafter to be made, provided that Grantor may enter into leases having an unexpired aggregate term of one less than twelve months (1including all extension or renewal terms) year which are primarily for agricultural or more, provided, however, that any lease may be cancelled if promptly after recreational hunting purposes without the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that prior written consent of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereofBeneficiary. (b) As to any Lease consented to by Beneficiary, Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times shall: (i) promptly and faithfully perform, or cause to be performed, perform all of the covenants, conditions and agreements contained in all leases provisions of the Premises or portions thereof now or hereafter existing, Lease on the part of the lessor thereunder to be kept and performed and will at performed; (ii) promptly enforce all times do all things reasonably necessary to compel performance by of the provisions of the Lease on the part of the lessee under each lease of all obligations, covenants and agreements by such lessee thereunder to be performed thereunder. If performed; (iii) appear in and defend any action or proceeding arising under or in any manner connected with the Lease or the obligations of such leases provide for the giving by Grantor as lessor or of the lessee of certificates thereunder; (iv) exercise, within 5 business days after a request by Beneficiary, any right to request from the lessee a certificate with respect to the status of such leases, Grantor shall exercise its right thereof; (v) simultaneously deliver to request such certificates within five (5) days Beneficiary copies of any demand therefor by Beneficiary and shall notices of default which Grantor may at any time forward to or receive from the lessee; (vi) promptly deliver copies thereof to Beneficiary a fully executed counterpart of the Lease; and (vii) promptly deliver to Beneficiary, upon receiptBeneficiary's request, an assignment of the Grantor's interest under such Lease. (c) In Grantor shall deliver to Beneficiary, within 10 days after a request by Beneficiary, a written statement, certified by Grantor as being true, correct and complete, containing the event names of all lessees and other occupants of the enforcement by Trustee or Beneficiary Trust Property, the terms of all Leases and the spaces occupied and rentals payable thereunder, and a list of all Leases which are then in default, including the nature and magnitude of the remedies provided for hereby or default; such statement shall be accompanied by lawcredit information with respect to the lessees and such other information as Beneficiary may request. (d) All Leases entered into by Grantor after the date hereof, the lessee under each of the leases of the Premise willif any, upon request and all rights of any person succeeding lessees thereunder shall be subject and subordinate in all respects to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other lien and provisions of such leasethis Deed of Trust unless Beneficiary shall otherwise elect in writing. (e) As to any Lease now in existence or subsequently consented to by Beneficiary, providedexcept as expressly permitted under the Credit Agreement, however, that said successor in interest Grantor shall not accept a surrender or terminate, cancel, rescind, supplement, alter, revise, modify or amend such Lease or permit any such action to be bound by (i) any taken nor shall Grantor accept the payment of rent or additional rent for more than one thirty (130) month days in advance, except prepayments in the nature of security for the performance by said lessee advance of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentdue date.

Leases. Borrower hereby agrees, subject to the provisions of Section 5.3 hereof, that: (a) Grantor will not (i) execute an assignment All leases and rental arrangements with tenants of the rents or any part thereof from the Premises without Beneficiary's prior consentPremises, including renewal leases (iiall herein generally called “Leases”) except where the lessee is in default thereunder, terminate or consent shall be subject to the cancellation approval of Holder as to form, content, economic terms (including concessions, tenant improvements and otherwise), and term, and once approved shall not be modified, amended or surrender terminated without Holder’s prior written approval; provided that Holder will provide to Borrower its approval or disapproval of any lease of the Premises or of any part Lease within 10 Business Days after it shall have been furnished with a copy thereof, now existing or hereafter a copy of all requisite credit information and other information regarding the tenant which Holder may reasonably acquire and plans, specifications and estimated Tenant Costs relating to be madesuch Lease, having an unexpired term of one (1) year or more, provided, however, that any lease all in such detail as Holder may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof.require; (b) Grantor will not execute Prior to presenting to any lease of all or proposed tenant a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates proposal with respect to the status any proposed lease, Borrower shall furnish to Holder notice of such leasesproposal and of the terms and provisions to be contained therein, Grantor which proposal shall exercise its right not be sent to such proposed tenant unless the same shall have been approved by Holder; provided that: (i) Holder shall be deemed to have approved such proposal if it shall not object thereto within two Business Days after having been furnished with a request for approval thereof; and (ii) No such certificates within five (5) days approval or deemed approval by Holder of a proposal as aforesaid shall be deemed an approval by Holder of any demand therefor by Beneficiary and shall deliver copies thereof proposed lease or limit Holder’s right pursuant to Beneficiary promptly upon receipt.Subsection (a) above to approve any proposed lease prior to its execution, whether or not such proposed lease conforms to the proposal therefor; and (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for Borrower hereby or by law, the lessee under each of the leases of the Premise will, upon request consents and agrees that it will not accept termination of any person succeeding to the interest of Grantor as a result of Lease, or accept any Lease Termination Payment in connection therewith, unless such enforcement, automatically become the lessee of said successor termination and Lease Termination Payment has previously been approved in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound writing by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentHolder.

Leases. (a) Grantor Mortgagor will not (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's Mortgagee’s prior consent, (ii) except where the lessee is in default thereundermodify, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term in a manner which is not commercially reasonable, (iii) accept prepayments of any installments of rents in excess of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents month’s rent to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunderthereunder and lease cancellation or buy-out fees in connection with a permitted cancellation, (viv) modify, release or terminate any guaranties of any such lease in a manner which is not commercially reasonable or (viv) in any other manner impair the value of the Mortgaged Property as a whole or the security hereof. In addition, Mortgagor will comply with the leasing requirements set forth in Section 6.10 of the Loan Agreement. (ba) Grantor Mortgagor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property managerthereunder, and will at all times promptly and faithfully perform, or cause to be performed, in a commercially reasonable manner, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary use commercially reasonable efforts to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor Mortgagor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary Mortgagee and shall deliver copies thereof to Beneficiary Mortgagee promptly upon receipt. (cb) In Each lease of the Premises, or of any part thereof, entered into after the date hereof shall provide that, in the event of the enforcement by Trustee or Beneficiary Mortgagee of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise thereunder will, upon request of any person succeeding to the interest of Grantor Mortgagor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interestlease. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment. (c) Mortgagor shall apply tenant security deposits only in accordance with the applicable Leases. Mortgagor shall, promptly upon Mortgagee’s request following an Event of Default, deposit all tenant security deposits in respect of the Premises into an account with Mortgagee or as designated by Mortgagee, which deposits shall be held and disbursed to tenants as required under the terms of their respective leases. If an Event of Default exists, Mortgagor shall be deemed to be holding all tenant security deposits in trust for the benefit of Mortgagee, subject to the rights of tenants in such security deposits.

Leases. 5.10.1 All new Leases shall be subordinate to the Mortgage and the tenant thereunder shall agree to attorn to Lender either pursuant to the Lease or a subordination, nondisturbance and attornment agreement executed by such tenant and Lender. None of the Leases shall contain any option to purchase, any right of first refusal to purchase or any right by a tenant to terminate the lease term (a) Grantor will not except for termination rights (i) execute an assignment set forth in Leases executed prior to, or on, the date hereof or (ii) arising from a taking or the destruction of all or substantially all of the rents Property or all or substantially all of a tenant's demised premises). Leases executed after the date hereof shall not contain any provisions which adversely affect the Property or which might adversely affect the rights of any holder of the Loan without the prior written consent of Lender. Each tenant shall conduct business only in that portion of the Property covered by its Lease. Upon request, Borrower shall furnish Lender with executed copies of all Leases. 5.10.2 Borrower shall not, without the prior consent of Lender, which consent shall not be unreasonably withheld or conditioned (i) enter into any Material Lease of all or any part thereof from of the Premises without Beneficiary's prior consentProperty, (ii) except where the lessee is in cancel, terminate (other than as a result of a tenant default thereunder), terminate abridge or otherwise modify in any material respect the terms of any Material Lease unless such action is required by the terms thereof, or accept a surrender thereof, (iii) consent to the cancellation any assignment of or surrender subletting under any Material Lease not in accordance with its terms, (iv) cancel, terminate, abridge or otherwise modify any guaranty of any lease of Material Lease or the Premises or of any part terms thereof, now existing or hereafter to be made, having an unexpired term (v) accept prepayments of installments of Rents for a period of more than one (1) year month in advance (other than estimated payments of taxes and reimbursable expenses paid by tenants pursuant to their Leases) or more(vi) further assign the whole or any part of the Leases or the Rents other than in connection with a Transfer and Assumption. If Lender fails to respond to a request for consent under this Section 5.10.2 within ten (10) Business Days of receipt thereof, providedsuch consent shall be deemed granted, howeverprovided that such request shall have been accompanied by all information requested by Lender or reasonably necessary for Lender to evaluate such request and shall have clearly stated, in 14 point type or greater, that if Lender fails to respond to such request within ten (10) Business Days, Lender's consent shall be deemed to have been granted. In the event that Lender refuses to grant any such consent, Lender shall specify in writing the reasons for such refusal. In addition, Borrower shall not (A) lease may be cancelled if promptly after all or any part of the cancellation Property, (B) cancel, terminate (other than as a result of a tenant default thereunder), abridge or otherwise modify the terms of any Lease in any material respect, or accept a surrender thereof thereof, (C) consent to any assignment of or subletting under any Lease not in accordance with its terms or (D) cancel, terminate, abridge or otherwise modify in any material respect any guaranty of any Lease or the terms thereof, unless such actions are exercised for a new lease is commercially reasonable purpose in arms-length transactions for market rate terms. The foregoing shall not apply to any Lease or license entered into with a new lessee having a credit standing at least equivalent Taxable REIT Subsidiary. 5.10.3 Borrower (i) shall observe and perform all the material obligations imposed upon the lessor, grantor or licensor, as applicable, under the Leases and shall not do or permit to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as be done anything to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or Leases as security for the security hereof. Debt; (bii) Grantor will not execute any lease shall promptly send copies to Lender of all notices of default which Borrower shall send or a substantial portion of receive thereunder; (iii) shall enforce all the Premises except for actual occupancy by the lessee thereunder or its property managermaterial terms, covenants and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on Leases upon the part of the lessor lessee, grantee or licensee, as applicable, thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance observed or performed, short of termination thereof (unless by the lessee under each lease reason of all obligations, covenants and agreements by such lessee to be performed default thereunder. If ); (iv) shall not collect any of such leases provide for the giving Rents (other than estimated payments of taxes and reimbursable expenses paid by the lessee of certificates with respect tenants pursuant to the status of such leases, Grantor shall exercise its right to request such certificates within five (5their Leases) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments ; (v) shall not execute any other assignment of the lessor's interest in the nature of security for Leases or the performance by said lessee of its obligations under said lease or Rents except in connection with a Transfer and Assumption; (iivi) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide thatshall, upon request by said successor of Lender, request and use commercially reasonable efforts to obtain and deliver to Lender tenant estoppel certificates from each commercial tenant at the Property (except sublease tenants of the Master Lease Space) in interestform and substance reasonably satisfactory to Lender, provided that Borrower shall not be required to deliver such lessee certificates more frequently than two (2) times in any calendar year; and (vii) shall execute and deliver an at the request of Lender all such further assurances, confirmations and assignments in connection with the Property as Lender shall from time to time reasonably require. 5.10.4 All security deposits of tenants, whether held in cash or any other form, if cash, shall be deposited by Borrower at such commercial or savings bank or banks and shall be held in compliance with applicable Legal Requirements, as may be reasonably satisfactory to Lender. Any bond or other instrument which Borrower is permitted to hold in lieu of cash security deposits under any applicable legal requirements shall be maintained in full force and effect in the full amount of such deposits unless replaced by cash deposits as hereinabove described, shall (if issued after the date hereof) be fully assignable to Lender and shall, in all respects, comply with any applicable legal requirements and otherwise be reasonably satisfactory to Lender. Borrower shall, upon request, provide Lender with evidence reasonably satisfactory to Lender of Borrower's compliance with the foregoing. Following the occurrence and during the continuance of any Event of Default, Borrower shall, upon Lender's request, if permitted by any applicable legal requirements, turn over to Lender the security deposits (and any interest theretofore earned thereon) with respect to all or instruments confirming such attornmentany portion of the Property, to be held by Lender subject to the terms of the Leases.

Leases. Mezzanine Borrower covenants and agrees that, from the date hereof and until payment in full of the Indebtedness: (a) Grantor will not (i) execute an assignment Mezzanine Borrower covenants and agrees that, from the date hereof and until payment in full of the rents Indebtedness, except as permitted in this Section 5.2, Mezzanine Borrower shall not and shall not permit the Property Owner, directly or through any part thereof from the Premises without Beneficiary's prior consentManager or agent or representative to enter into, (ii) except where the lessee is in default thereundermodify, terminate or amend, consent to the cancellation or surrender of any lease (except by the tenant under a Lease under a pre-existing right) or terminate (other than for an event of default on the part of the Premises or of Tenant) any part thereofLease, whether now existing or hereafter entered into, without the prior written consent of Mezzanine Lender, which shall be granted or withheld in Mezzanine Lender's reasonable discretion (and shall be deemed to have been granted if not withheld within seven (7) days of Mezzanine Lender's receipt of a written request therefor specifically stating in boldface type that such approval shall be madedeemed granted if not withheld by Mezzanine Lender within such period and including without limitation all information and details regarding the business and financial terms of the proposed lease, having an unexpired term the identity, creditworthiness and business of one the proposed tenant and any proposed guarantor of such lease, as shall be necessary for Mezzanine Lender to evaluate the proposal). Mezzanine Lender shall provide to Mezzanine Borrower a statement of the reasons for withholding its consent as to any proposed lease. Provided that there shall not have occurred and be continuing a monetary or material non-monetary Default or Event of Default, Mezzanine Borrower may, without Mezzanine Lender's prior written consent, cause Property Owner to enter into and amend or modify or permit the entering into, amendment or modification of any Lease provided that such Lease (1i) year or more, provided, however, that any lease may be cancelled if promptly after provides for rental rates and terms comparable to market rates and terms (taking into account the cancellation or surrender thereof a new lease type and quality of the tenant) existing at the time such proposed Lease is entered into into, (ii) is an arms-length transaction with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelledbona fide, on substantially the same terms as the terminated or cancelled leasethird party tenant, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, is not a Major Lease and (iv) accept prepayments with respect to an amendment or modification, is not a material amendment or modification of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereofa Lease. (b) Grantor will Mezzanine Borrower shall not execute and shall not permit Property Owner or any lease of all other Affiliate to request a disbursement under the Mortgage Loan Documents from the accounts established therein for reserves for tenant improvements or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates leasing commissions with respect to any Lease unless and until such Lease has been approved by Mezzanine Lender or satisfies the status requirements of this Agreement regarding Leases for which such leases, Grantor approval is deemed to have been given or is not required under this Agreement. Mezzanine Borrower shall exercise its right to request notify Mezzanine Lender in writing of all disbursements requested and made from such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receiptreserves. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.

Leases. (a) Grantor will not (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms Except as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments disclosed in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by lawRegistration Statement, the lessee Time of Sale Prospectus and the Prospectus, no tenant under each any of the leases of the Premise willProperties to which the Company, upon request the Operating Partnership, any of their respective subsidiaries or any person succeeding to the interest of Grantor Predecessor Entity is a party (as a result landlord) (the “Leases”) has a right of such enforcementfirst refusal or an option to purchase any Property, automatically become the lessee of said successor in interestwhich, without change in the terms or other provisions of such leaseif exercised, provided, however, that said successor in interest shall not would reasonably be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or expected to have a Material Adverse Effect; (ii) there are no subleases with respect to any amendment Property or modification portion thereof; (iii) in the aggregate, there have been no material terminations or notices of intent to terminate the Leases delivered by any parties to such Leases; (iv) to the knowledge of the Company and the Operating Partnership, none of the tenants under any lease of space at any of the Properties that, singly or in the aggregate, is material to the Company, the Operating Partnership, their respective subsidiaries and the Predecessor Entities considered as one enterprise is the subject of bankruptcy, reorganization or similar proceedings; (v) the Company, the Operating Partnership, their respective subsidiaries and the Predecessor Entities have made reasonable provision for the payment of all known and reasonably foreseeable tenant improvement allowances, leasing commissions, capital expenditures and other costs and expenses of the Company, the Operating Partnership, their respective subsidiaries and the Predecessor Entities in connection with the ownership, operation or leasing of the Properties; and (vi) none of the Company, the Operating Partnership, any of their respective subsidiaries or any of the Predecessor Entities or, to the knowledge of the Company, the Operating Partnership and the Predecessor Entities and except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, any lessee under a Lease, is in default under any of the Leases and none of the Company, the Operating Partnership, any of their respective subsidiaries or any of the Predecessor Entities knows of any event which, whether with or without the consent passage of Beneficiary time or the giving of notice, or both, would constitute a default under any of the Leases, except, in each case, for such successor defaults that would not, individually or in interest. Each lease shall also provide thatthe aggregate, upon request by said successor result in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmenta Material Adverse Effect.

Leases. (a) Grantor will not All leased property of the Buyer is listed in the Buyer's Leased Property Schedule. Each lease and/or agreement to lease: (i) execute an assignment is in full force and effect and in good standing and constitutes a legal, valid and binding obligation of FutureLink Alberta or FutureLink Colorado as the case may be and, without limiting the generality of the rents foregoing, there has been no default thereunder by FutureLink Alberta or any part thereof from FutureLink Colorado as the Premises without Beneficiary's prior consentcase may be, or to the best of the knowledge of FutureLink Alberta or FutureLink Colorado as the case may be, by the landlord, and FutureLink Alberta or FutureLink Colorado as the case may be has not received notice of termination or threat by the landlord to terminate such lease or agreement to lease; and (ii) except where will continue in full force and effect notwithstanding the lessee is in default thereunderclosing of the transactions contemplated by this Agreement without the consent, terminate approval or consent to the cancellation or surrender act of any party under such lease of the Premises or of any part thereof, now existing or hereafter agreement to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent lease; With respect to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, all leased property: (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount best of the rents payable thereunder FutureLink Alberta's or materially expand FutureLink Colorado's knowledge as the obligations case may be, the premises and improvements thereto and the purposes for which any of them are used, comply in all respects with the lessor thereunderrelevant zoning, building, environmental and other governmental or municipal by-laws, laws, requirements, regulations and ordinances (including municipal and provincial fire regulations and pollution control regulations) and with Fire Underwriters' regulations; (iv) accept prepayments there has not been received by FutureLink Alberta or FutureLink Colorado as the case may be or anyone on behalf of more than one month FutureLink Alberta or FutureLink Colorado as the case may be, any notice with respect to any by-law change affecting the premises or relating to any threatened or pending condemnation or expropriation of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, premises; (v) modify, release neither FutureLink Alberta or terminate FutureLink Colorado as the case may be nor anyone on behalf of it has received any guaranties notice from any insurance carrier of any such lease defects or (vi) inadequacies in any other manner impair the value of the Mortgaged Property premises, which, if not corrected, could result in termination of insurance coverage or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change an increase in the terms or other provisions cost of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.coverage;

Leases. (a) Grantor will shall not (i) execute an assignment or pledge of any Lease relating to all or any portion of the rents Trust Property other than in favor of Beneficiary, or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where as expressly permitted under the lessee is in default thereunderCredit Agreement, terminate without the prior written consent of Beneficiary, execute or consent permit to the cancellation or surrender exist any Lease of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereofTrust Property. (b) As to any Lease consented to by Beneficiary, Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times shall: (i) promptly and faithfully perform, or cause to be performed, perform all of the covenants, conditions and agreements contained in all leases provisions of the Premises or portions thereof now or hereafter existing, Lease on the part of the lessor thereunder to be kept and performed and will at performed; (ii) promptly enforce all times do all things reasonably necessary to compel performance by of the provisions of the Lease on the part of the lessee under each lease of all obligations, covenants and agreements by such lessee thereunder to be performed thereunder. If performed; (iii) appear in and defend any action or proceeding arising under or in any manner connected with the Lease or the obligations of such leases provide for the giving by Grantor as lessor or of the lessee of certificates thereunder; (iv) exercise, within 5 days after a request by Beneficiary, any right to request from the lessee a certificate with respect to the status of such leases, Grantor shall exercise its right thereof; (v) simultaneously deliver to request such certificates within five (5) days Beneficiary copies of any demand therefor by Beneficiary and shall notices of default which Grantor may at any time forward to or receive from the lessee; (vi) promptly deliver copies thereof to Beneficiary a fully executed counterpart of the Lease; and (vii) promptly deliver to Beneficiary, upon receiptBeneficiary’s request, an assignment of the Grantor’s interest under such Lease. (c) Grantor shall deliver to Beneficiary, within 10 days after a request by Beneficiary, a written statement, certified by Grantor as being true, correct and complete, containing the names of all lessees and other occupants of the Trust Property, the terms of all Leases and the spaces occupied and rentals payable thereunder, and a list of all Leases which are then in default, including the nature and magnitude of the default; such statement shall be accompanied by credit information with respect to the lessees and such other information as Beneficiary may request. (d) All Leases entered into by Grantor after the date hereof, if any, and all rights of any lessees thereunder shall be subject and subordinate in all respects to the lien and provisions of this Deed of Trust unless Beneficiary shall otherwise elect in writing. (e) As to any Lease now in existence or subsequently consented to by Beneficiary, and except as expressly permitted under the Credit Agreement, Grantor shall not accept a surrender or terminate, cancel, rescind, supplement, alter, revise, modify or amend such Lease or permit any such action to be taken nor shall Grantor accept the payment of rent more than thirty (30) days in advance of its due date. (f) If any act or omission of Grantor would give any lessee under any Lease the right, immediately or after lapse of a period of time, to cancel or terminate such Lease, or to ▇▇▇▇▇ or offset against the payment of rent or to claim a partial or total eviction, such lessee shall not exercise such right until it has given written notice of such act or omission to Beneficiary and until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice without a remedy being effected. (g) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by lawany remedy under this Deed of Trust, the lessee under each of the leases of the Premise willLease shall, upon request of if requested by Beneficiary or any other person succeeding to the interest of Grantor Beneficiary as a result of such enforcement, automatically become the lessee of said attorn to Beneficiary or to such person and shall recognize Beneficiary or such successor in interest, interest as lessor under the Lease without change in the terms or other provisions of such lease, provided, thereof; provided however, that said Beneficiary or such successor in interest shall not be bound by be: (i) bound by any payment of an installment of rent or additional rent for which may have been made more than one (1) month in advance, except prepayments in 30 days before the nature due date of security for the performance by said lessee of its obligations under said lease or such installment; (ii) bound by any amendment or modification of to the lease Lease made without the consent of Beneficiary or such successor in interest; (iii) liable for any previous act or omission of Grantor (or its predecessors in interest); (iv) responsible for any monies owing by Grantor to the credit of such lessee or subject to any credits, offsets, claims, counterclaims, demands or defenses which the lessee may have against Grantor (or its predecessors in interest); (v) bound by any covenant to undertake or complete any construction of the Premises or any portion thereof; or (vi) obligated to make any payment to such lessee other than any security deposit actually delivered to Beneficiary or such successor in interest. Each lease shall also provide thatlessee or other occupant, upon request by said Beneficiary or such successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment. In addition, Grantor agrees that each Lease entered into after the date of this Deed of Trust shall include language to the effect of subsections (d)-(g) of this Section; provided that the provisions of such subsections shall be self-operative and any failure of any Lease to include such language shall not impair the binding effect of such provisions on any lessee under such Lease.

Leases. (a) Grantor will not Such Seller shall not, from and after the Effective Date and until the termination of this Agreement, (i) execute an assignment modify, renew (except pursuant to the exercise by a tenant of a renewal or extension option contained in such tenant's Lease which shall not require the prior written approval of the rents Buyer), grant any consent to any assignment or sublet , or waive any part thereof from material rights in writing under the Premises without Beneficiary's prior consentLeases, (ii) terminate any Lease except where by reason of a default by the lessee is tenant thereunder and then only in default thereunderaccordance with such Seller’s past practice or as required by law, terminate (iii) enter into a New Lease, or (iv) accept a surrender or consent to the termination or cancellation or surrender of any lease Lease by the tenant thereunder, except to the extent landlord is obligated to do so in accordance with the terms of such Lease or as required by law or arising by reason of a default by the tenant thereunder, in each case described in clauses (i) through (iv), without the prior written approval of Buyer, which approval shall not be unreasonably withheld or delayed, and which shall be deemed approved if Buyer fails to respond to a written request for approval made at any time during the term of this Agreement within ten (10) business days after receipt of the Premises request therefor together with a summary of lease terms in reasonable detail, a statement as to the brokerage commission, if any, payable in connection therewith and credit information on the proposed tenant, if the intended action is the execution of a new tenant lease. If Buyer approves (or is deemed to have approved) of Seller's entering into a New Lease and such lease is thereafter fully executed, then (i) the amount of the brokerage commission specified in Seller's notice, (ii) the cost of any part thereof, now existing or hereafter tenant improvements to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after performed by the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that landlord under the terms of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled proposed lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of any cash work allowances required to be given by the rents payable thereunder or materially expand landlord to the obligations tenant under the terms of the lessor thereunder, proposed lease incurred in connection with such New Lease and (iv) accept prepayments of more than one month the economic impact of any installments free rent shall be the responsibility of rents to become due under such leases, except prepayments Buyer and shall be apportioned at the Closing in accordance with the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties proration provisions herein. Upon Seller's execution and delivery of any such lease or (vi) in any other manner impair approved by Buyer, the value of the Mortgaged Property or the security hereofsame shall be deemed to be a New Lease for all purposes under this Agreement. (b) Grantor will not execute any lease of all Notwithstanding the foregoing or a substantial portion of anything to the Premises except for actual occupancy by the lessee thereunder or its property managercontrary contained in this Agreement, and will at all times promptly and faithfully perform, each Seller shall terminate or cause to be performedterminated at or prior to the Closing, all at such Seller’s sole cost, those certain leases or license agreements set forth on Schedule 7.5.1(b) hereto and vacate the space occupied thereunder as of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receiptClosing. (c) In the event Seller shall provide, at Closing, an update to Schedule 7.1.1(e) dated not later than five (5) business days prior to Closing, to reflect an updated list of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding rent arrearages with respect to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentLeases.

Leases. Seller shall not, (a) Grantor will modify, renew (except pursuant to the exercise by a tenant of a renewal or extension option contained in such tenant’s Lease which shall not require the prior written approval of the Buyer), grant any consent to any assignment or sublet, or waive any material rights in writing under the Leases, (b) terminate any Lease except by reason of a default by the tenant thereunder and then only in accordance with Seller’s past practice or as required by law, (c) enter into a New Lease, or (d) accept a surrender or consent to the termination or cancellation of any Lease by the tenant thereunder, except to the extent landlord is obligated to do so in accordance with the terms of such Lease or as required by law or arising by reason of a default by the tenant thereunder, in each case described in clauses (a) through (d), without the prior written approval of Buyer (which approval shall not be unreasonably withheld, conditioned or delayed), and which shall be deemed approved if Buyer fails to respond to a written request for approval made at any time during the term of this [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Agreement within three (3) business days after receipt of the request therefor together with a summary of lease terms in reasonable detail and a statement as to the brokerage commission, if any, payable in connection therewith. If Buyer approves (or is deemed to have approved) of Seller’s entering into a New Lease and such lease is thereafter fully executed, then (i) execute an assignment the amount of the rents or any part thereof from the Premises without Beneficiary's prior consentbrokerage commission specified in Seller’s notice, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender cost of any lease tenant improvements to be performed by the landlord under the terms of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled proposed lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of any cash work allowances required to be given by the rents payable thereunder or materially expand landlord to the obligations tenant under the terms of the lessor thereunder, proposed lease incurred in connection with such New Lease and (iv) accept prepayments of more than one month the economic impact of any installments free rent shall be the responsibility of rents to become due under such leases, except prepayments Buyer and shall be apportioned at the Closing in accordance with the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties proration provisions herein. Upon Seller’s execution and delivery of any such lease or (vi) in any other manner impair approved by Buyer, the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause same shall be deemed to be performed, a New Lease for all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee purposes under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receiptthis Agreement. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.

Leases. (a) Grantor will Except as otherwise provided in this Agreement to the contrary, all Leases executed after the date hereof shall in all respects be approved by Lender and shall be on a standard Lease form previously approved by Lender with no material modifications (the “Lease Form”) (except as approved by Lender not to be unreasonably withheld; provided, that, Lender shall not unreasonably withhold its consent to changes to the Lease Form). Such Lease Form shall provide that (i) execute an assignment of the rents or any part thereof from Lease is subordinate to the Premises without Beneficiary's prior consentMortgage, and (ii) except where the lessee is in default thereunder, terminate or consent tenant shall attorn to the cancellation or surrender Lender following an Event of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or moreDefault, provided, howeverthat the Lender has delivered to the tenant a commercially reasonably form of non-disturbance and attornment agreement. To the extent required by applicable law, Borrower shall hold, in trust, all tenant security deposits in a segregated account and shall not commingle any such funds with any other funds of Borrower. Within ten (10) Business Days after Lender’s request, Borrower shall furnish to Lender a statement of all tenant security deposits, and copies of all Leases not previously delivered to Lender, certified by Borrower as being true and correct. Notwithstanding anything contained in the Loan Documents, Lender’s approval shall not be required for future Leases or Lease modifications or extensions if the following conditions are satisfied: (A) no Event of Default has occurred and is continuing; (B) the Lease is in effect as of the date of this Agreement or is on the Lease Form with no modifications, except for commercially reasonable changes agreed to in the ordinary course of Borrower’s business, provided, that, in no event shall there be any material modifications to the subordination, attornment, estoppel clauses (other than to provide for the execution of a subordination, non-disturbance and attornment agreement by Lender in the form attached hereto as Schedule IV) or “so-called” exculpation clauses that limit the landlord’s liability to the Landlord’s interest in the Property (including the proceeds thereof) without the prior written consent of Lender, which consent will not be unreasonably withheld; (C) with respect to the modifications of any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease Lease, such Lease and such modification(s) (w) is entered into in the ordinary course of business, consistent with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled leaseprudent property management practices, (iiix) modify would not cause such Lease to constitute a Major Lease (subject to clause (z) below), (y) would not have a Material Adverse Effect and (z) if the Lease is a Major Lease, such modification constitutes a Non-Material Lease Modification; (D) the Lease does not conflict with any such lease so as Operating Agreements affecting the Property or any other Lease for space in the Property; (E) the Lease is not a Major Lease; (F) the Lease shall provide for rental rates and landlord concessions comparable to shorten existing local market rates and shall be an arm’s-length transaction, provided, that in no event shall the unexpired term thereof Lease be with an Affiliate of Borrower; (G) the Lease shall not contain any options for renewal or so as expansion by the tenant at rental rates which are below reasonable comparable market levels for renewals or expansions at the time the Lease is executed; (H) the Lease shall be to decreasea tenant which Borrower, waive or compromise in any manner the amount of the rents payable thereunder or materially expand its professional and commercially reasonable judgment, has determined is creditworthy taking into account the obligations of the lessor landlord and the tenant thereunder, ; and (ivI) accept prepayments the Lease is for a term of not more than one month fifteen (15) years (exclusive of any installments of rents to become due under such leases, except prepayments renewal options which together with the initial lease term shall not exceed twenty (20) years). Lender shall execute and deliver a Subordination Non-Disturbance and Attornment Agreement in the nature form annexed hereto as Schedule IV to Tenants under any future Lease demising in excess of security for the performance of the lessees thereunder10,000 square feet promptly upon request with such commercially reasonable changes as may be requested by Tenants, (v) modifyfrom time to time, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereofand which are reasonably acceptable to Lender. (b) Grantor will Borrower (i) shall perform the obligations which Borrower is required to perform under the Leases in a commercially reasonable manner; (ii) shall enforce the obligations to be performed by the tenants in a commercially reasonable manner; (iii) shall promptly furnish to Lender any notice of material default or termination received by Borrower from any tenant whose Lease demises one floor or more at the Property, and any notice of material default or termination given by Borrower to any tenant whose Lease demises one floor or more at the Property; (iv) shall not execute collect any rents for more than thirty (30) days in advance of the time when the same shall become due, except for bona fide security deposits; (v) shall not enter into any ground lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the any part of the lessor thereunder Property (except for the Ground Lease); (vi) shall not further assign or encumber any Lease; (vii) shall not, except with Lender’s prior written consent (which consent will not be unreasonably withheld and it shall be deemed reasonable for Lender to withhold its consent to any such Lease cancellation or acceptance of termination or surrender if after giving effect thereof, such cancellation, surrender or termination would cause an NOI Trigger Event to occur), cancel or accept surrender or termination of (A) any Lease other than a Major Lease unless such cancellation, termination or acceptance of surrender is entered into in the ordinary course of business, consistent with prudent property management practices or (B) any Major Lease, provided, that, the Borrower shall be permitted to accept such cancellation, surrender or termination of a Major Lease if such action is being taken in accordance with the express provisions of such Major Lease which is in existence as of the date of this Agreement, or has been approved by the Lender (such approval not to be kept and performed and will unreasonably withheld) in accordance with the terms hereof or; provided, that, if no Cash Sweep Period is then in effect, such termination or surrender is contemporaneous with the releasing of the space demised under such Major Lease (or applicable portion thereof) at all times do all things reasonably necessary a rental rate equal to compel performance by the lessee under each lease of all obligationsor greater than such Major Lease; (viii) shall not, covenants and agreements by except with Lender’s prior written consent (such lessee consent not to be performed thereunderunreasonably withheld), modify or amend any Lease unless such modification or amendment complies with the provisions of Section 4.1.9(a)(C) hereof, (ix) shall deposit any Major Lease termination, default or cancellation fees with Lender, to be held by Lender as Rollover Funds; and (ix) shall not enter into any Major Lease without the prior written consent of Lender (such consent not to be unreasonably withheld). If Any action in violation of clauses (v), (vi), (vii), (viii) or (ix) of this Section 4.1.9(b) shall be void as against Lender at the election of Lender. (c) Lender shall respond to a request for Lender’s approval to any Lease or other matter under Section 4.1.9 hereof delivered, if applicable, together with copies of such leases provide the applicable lease documents, and, if applicable, a budget setting forth the applicable tenant improvement costs and leasing commissions for the giving by the lessee of certificates with respect to the status of such leaseswhich Lender’s consent is required (i) within ten (10) Business Days after Borrower’s written request therefore, Grantor shall exercise its right to request such certificates or (ii) within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon Business Days after Borrower’s written request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such leasetherefore, provided, howeverthat, that said successor in interest shall not be bound by prior to such five (i5) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification Business Day period Lender has approved all of the lease made without economic material terms of such Lease as set forth in a written summary thereof provided by Borrower to Lender. If the correspondence from Borrower requesting such approval contains the following statement at the top of the first page thereof in capitalized, bold faced, 14 point type stating that “IF YOU FAIL TO RESPOND TO OR TO EXPRESSLY DENY THIS REQUEST FOR APPROVAL IN WRITING WITHIN TEN (10) or FIVE (5) BUSINESS DAYS (as the case may be), YOUR APPROVAL SHALL BE DEEMED GIVEN,” and if Lender shall fail to respond to or to expressly deny such request for approval in writing (stating in reasonable detail the reason for such disapproval) within ten (10) or five (5) Business Days (as the case may be) after receipt of Borrower’s written request then Lender’s consent of Beneficiary to the action or matter in question with respect to such successor in interestLease shall be deemed given. Each lease Borrower shall also provide that, upon request any other information reasonably requested by said successor Lender in interest, writing in connection with such lessee shall execute and deliver an instrument Lease prior to the expiration of such ten (10) or instruments confirming such attornmentfive (5) Business Day (as the case may be) period in order to adequately review the same.

Leases. (a) Grantor will not Borrower shall furnish Lender with executed copies of all Leases. All new Leases and renewals or amendments of Leases must (i) execute be entered into on an assignment arms-length basis with Tenants that are not affiliates of the rents or any part thereof from the Premises without Beneficiary's prior consentBorrower and whose identity and creditworthiness is appropriate for tenancy in property of comparable quality, (ii) except where the lessee is in default thereunderprovide for rental rates and other economic terms that, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereoftaken as a whole, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing are at least equivalent to then-existing market rates, based on the applicable market, and otherwise contain terms and conditions that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled leaseare commercially reasonable, (iii) modify any such lease so as to shorten the unexpired have an initial term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereundernot more than 10 years, (iv) accept prepayments of more than one month of any installments of rents not reasonably be expected to become due under such leases, except prepayments result in the nature of security for the performance of the lessees thereunder, a Material Adverse Effect and (v) modifybe subject and subordinate to the Loan and contain provisions for the agreement by the Tenant thereunder to attorn to Lender and any purchaser at a foreclosure sale, release or terminate such attornment to be self-executing and effective upon acquisition of title to the Property by any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereofpurchaser at a foreclosure sale. (b) Grantor will Any Lease that does not execute any lease conform to the standards set forth in Section 5.7(a) shall be subject to the prior written consent of Lender, which consent shall not be unreasonably withheld, delayed or conditioned. In addition, all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property managernew Leases that are Major Leases, and will at all times promptly terminations, renewals and faithfully performamendments of Major Leases, or cause and any surrender of rights under any Major Lease, shall be subject to be performed, the prior written consent of Lender. (c) Borrower shall (i) observe and punctually perform all the material obligations imposed upon the lessor under the Leases; (ii) enforce all of the covenantsmaterial terms, covenants and conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, Leases on the part of the lessor lessee thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance observed or performed, short of termination thereof, except that Borrower may terminate any Lease following a material default thereunder by the lessee respective Tenant; (iii) not collect any of the rents thereunder more than one month in advance; (iv) not execute any assignment of lessor’s interest in the Leases or associated rents other than the assignment of rents and leases under the Security Instrument; (v) not cancel or terminate any guarantee of any of the Major Leases without the prior written consent of Lender; and (vi) not permit any subletting of any space covered by a Lease or an assignment of the Tenant’s rights under a Lease, except in strict accordance with the terms of such Lease. Borrower shall deliver to each lease new Tenant a Tenant Notice upon execution of such Tenant’s Lease, and promptly thereafter deliver to Lender a copy thereof and evidence of such Tenant’s receipt thereof. Without limiting the foregoing, Borrower shall continue to use reasonable, good faith efforts to achieve a LEED Certification for the improvements on the Property within six (6) months of the commencement of the CHI Lease with Tenant doing business as Catholic Health Initiatives as required pursuant to Section 1.2 of such CHI Lease. (d) Security deposits of Tenants under all obligationsLeases shall be held in compliance with Legal Requirements and any provisions in Leases relating thereto. Borrower shall maintain books and records of sufficient detail to identify all security deposits of Tenants separate and apart from any other payments received from Tenants. Subject to Legal Requirement, any bond or other instrument held by Borrower in lieu of cash security shall name Lender as payee or mortgagee thereunder or be fully assignable to Lender. Borrower hereby pledges to Lender each such bond or other instrument as security for the Indebtedness. Upon the occurrence of an Event of Default, Borrower shall, upon Lender’s request, deposit with Lender in an Eligible Account pledged to Lender an amount equal to the aggregate security deposits of the Tenants (and any interest theretofore earned on such security deposits and actually received by Borrower), and any such bonds, that Borrower had not returned to the applicable Tenants or applied in accordance with the terms of the applicable Lease (and failure to do so shall constitute a misappropriation of funds pursuant to Section 9.19(b)). (e) Borrower shall promptly deliver to Lender a copy of each written notice from a Tenant under any Major Lease claiming that Borrower is in default in the performance or observance of any of the material terms, covenants and agreements by such lessee or conditions thereof to be performed thereunderor observed by Borrower. If Borrower shall use commercially reasonable efforts to provide in each Major Lease executed after the Closing Date to which Borrower is a party that any Tenant delivering any such notice shall send a copy of such leases provide for the giving by the lessee of certificates with respect notice directly to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receiptLender. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.

Leases. (a) Grantor will not Mortgagor hereby irrevocably, absolutely, presently and unconditionally assigns to Mortgagee: (1) all of Mortgagor’s right, title and interest in, to and under any and all leases, licenses and other agreements of any kind relating to the use or occupancy of all or any portion of the Mortgaged Property, whether now in effect or entered into in the future (collectively, the “Leases” and each individually, a “Lease”), including (i) execute all guarantees of and security for lessees’ performance under any and all Leases, and (ii) all amendments, extensions, renewals or modifications to any Leases; and (2) all rents (and payments in lieu of rents), income, profit, payments, charges and revenue at any time payable under any and all Leases, any and all security deposits received or to be received by Mortgagor pursuant to any and all Leases, and all rights and benefits accrued or to accrue to Mortgagor under any and all Leases (collectively, the “Rents”). (b) Mortgagee hereby confers upon Mortgagor a license (the “License”) to collect and retain the Rents as they become due and payable, so long as no Event of Default, as defined in Article 13, shall exist and be continuing. If an assignment Event of Default has occurred and is continuing, Mortgagee shall have the right, which it may choose to exercise in its sole discretion, to terminate the License without notice to or demand upon Mortgagor, and without regard to the adequacy of Mortgagee’s security under this Mortgage. (c) Subject to the License granted to Mortgagor above, Mortgagee has the right, power and authority to collect any and all Rents. Mortgagor hereby appoints Mortgagee its attorney-in-fact to perform any and all of the rents following acts, if and at the times when Mortgagee in its sole discretion may so choose: (1) demand, receive and enforce payment of any and all Rents; (2) give receipts, releases and satisfactions for any and all Rents; or (3) ▇▇▇ either in the name of Mortgagor or in the name of Mortgagee for any and all Rents. Notwithstanding the foregoing, Mortgagee shall not exercise its rights under this power of attorney except during the continuation of an Event of Default. Mortgagee’s right to the Rents does not depend on whether or not Mortgagee takes possession of the Mortgaged Property as permitted under Section 15(c). In the event that Mortgagee exercises its rights under the foregoing power of attorney, Mortgagee in its sole discretion may choose to collect Rents either with or without taking possession of the Mortgaged Property. If an Event of Default occurs while Mortgagee is in possession of all or part of the Mortgaged Property and is collecting and applying Rents as permitted under this Mortgage, Mortgagee and any receiver shall nevertheless be entitled to exercise and invoke every right and remedy afforded any of them under this Mortgage and at law or in equity, including the right to exercise the power of sale granted under Section 40(c). (d) All lessees under any and all Leases are hereby irrevocably authorized and notified by Mortgagor to rely upon and to comply with (and are fully protected in so doing) any notice or demand by Mortgagee for the payment to Mortgagee of any rental or other sums which may at any time become due under the Leases, or for the performance of any of lessees’ undertakings under the Leases, and lessees shall have no right or duty to inquire as to whether any Event of Default has actually occurred or is then existing hereunder. (e) In the event that Mortgagee exercises its rights under the power of attorney contained in Section 10(c) above, Mortgagee has the right to apply all amounts received by it pursuant to this assignment to pay any of the following in such amounts and in such order as Mortgagee deems appropriate: (a) any and all Secured Obligations, together with all costs and reasonable attorneys’ fees; (b) all expenses of leasing, operating, maintaining and managing the Mortgaged Property, including without limitation, the salaries, fees, commissions and wages of a managing agent and such other employees, agents or independent contractors as Mortgagee deems necessary or desirable; (c) all taxes, charges, claims, assessments, any other liens, and premiums for all insurance Mortgagee deems necessary or desirable; (d) the cost of all alterations, renovations, repairs or replacements, and all expenses incident to taking and retaining possession of the Mortgaged Property. (f) Regardless of whether or not Mortgagee, in person or by agent, takes actual possession of the Mortgaged Property, Mortgagee is not and will not be deemed to be: (1) a “mortgagee in possession” for any purpose; (2) responsible for performing any of the obligations of Mortgagor under any Lease; (3) responsible for any waste committed by lessees or any other parties, any dangerous or defective condition of the Mortgaged Property, or any negligence in the management, upkeep, repair or control of the Mortgaged Property; or (4) liable in any manner for the Mortgaged Property or the use, occupancy, enjoyment or operation of all or any part thereof from the Premises without Beneficiary's prior consentof it. (g) Mortgagor will not enter into, (ii) except where the lessee is in default thereundermodify, terminate or amend, consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties Lease without the prior written consent of any such lease Mortgagee which consent may be granted or withheld in Mortgagee’s sole discretion. (vih) in any other manner Mortgagor (i) shall observe and perform all the obligations imposed upon the lessor under all Leases and shall not do or permit to be done anything to impair the value of the Mortgaged Property or Leases as security for the security hereof. Loan; (bii) Grantor will not execute any lease shall promptly send copies to Mortgagee of all notices of default which Mortgagor shall send or a substantial portion of receive thereunder; (iii) shall enforce all the Premises except for actual occupancy by the lessee thereunder or its property managerterms, covenants and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on Leases upon the part of the lessor lessee thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligationsobserved or performed, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5iv) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) collect any payment of rent or additional rent for more than one (1) month in advance, except prepayments ; (v) shall not execute any other assignment of the lessor’s interest in the nature Leases or the rents; and (vi) shall deliver to Mortgagee, upon request, tenant estoppel certificates from each commercial tenant at the Mortgaged Property in form and substance reasonably satisfactory to Mortgagee, provided that, Mortgagor shall not be required to deliver such certificates more frequently than once in any calendar year. Except to the extent Mortgagor has received the prior written consent of security Mortgagee, which consent may be granted or withheld in Mortgagee’s sole discretion, Mortgagor shall not consent to any assignment of or subletting under any Lease not in accordance with its terms. (i) If Mortgagor shall, in a timely manner, fail to cure any such default on its part, as landlord under any such Lease, then Mortgagor expressly authorizes Mortgagee, at its option, to cure such default in order to prevent termination of any such Lease by any such tenant, and the Leases shall set forth the foregoing provisions. If by reason of default of Mortgagor in the performance of any such Lease, the tenant has the right to cancel such Lease or to claim any diminution of or offset against future rents, then, at the option of Mortgagee, such default shall be an Event of Default under the Note and this Mortgage. (j) In the event that Mortgagee forecloses this Mortgage, Mortgagor authorizes Mortgagee, at its option, to foreclose this Mortgage subject to the rights of any tenants of the Mortgaged Property, and the failure to make any such tenants party-defendants to any such foreclosure proceeding and to foreclose their rights will not be asserted by Mortgagor as a defense to any proceeding instituted by Mortgagee to collect the indebtedness secured hereby or any deficiency remaining unpaid after the foreclosure sale of the Mortgaged Property, it being expressly understood and agreed, however, that nothing herein contained shall prevent Mortgagor from asserting in any proceeding disputing the amount of the deficiency or the sufficiency of any bid at such foreclosure sale, that any such tenancies adversely affect the value of the Mortgaged Property. (k) Any agreement entered into by Mortgagor, its representatives, agents, successors or assigns, which provides for the performance payment of leasing commissions, (1) shall provide that the obligation to pay such leasing commissions will not be enforceable against any party other than the party who entered into such agreement, (2) shall be subordinate to this Mortgage, and (3) shall not be enforceable against Mortgagee or its successors by said lessee foreclosure, deed in lieu of its obligations under said lease foreclosure or by assignment of this Mortgage. Mortgagor shall, upon the request of Mortgagee, furnish satisfactory evidence to Mortgagee of Mortgagor’s compliance with the provisions of this Section. (iil) At the sole option of Mortgagee, this Mortgage shall become subject and subordinate, in whole or in part (but not with respect to priority entitlement to any amendment or modification award in condemnation), to any and all Leases of any part of the lease made without Mortgaged Property upon the consent execution by Mortgagee and recording thereof, at any time hereinafter, in the office of Beneficiary or the recording of such successor documents for the locality in interest. Each lease shall also provide thatwhich the Mortgaged Property are located, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentof a unilateral declaration to that effect.

Leases. (a) Grantor will not shall keep its principal place of business and chief executive office and the office where it keeps its records and files concerning the Leases and its copies of the Leases at the location specified in Schedule C or, upon thirty (30) days' prior written notice to Agent, at another location in a jurisdiction where all action required by Section 5, above, shall have been taken with respect to the Leases, Equipment and other Collateral. Grantor shall hold and preserve such records and files concerning the Leases and shall permit representatives of Agent at any time during normal business hours to inspect and make abstracts from such records and files. (b) Except as otherwise provided in this Section 8(b), Grantor shall continue to collect, at its own expense, all amounts due or to become due Grantor under the Leases, and shall direct that all amounts so due or to become due under the Leases shall be paid directly to the Lockbox Account as provided in Section 5.9 of the Credit Agreement. In connection with such collections Grantor may take, and at Agent's direction shall take, such action as Grantor or Agent may deem necessary or advisable to enforce collection of the Leases. If any Event of Default shall have occurred and be continuing, Agent shall have the right at any time, upon written notice to Grantor of its intention to do so, (i) execute an assignment to direct the lessees under the Leases to make payment of all amounts due or to become due thereunder directly to Agent and, upon such direction and at the expense of Grantor, to enforce collection of any of the rents or any part thereof from Leases in the Premises without Beneficiary's prior consent, same manner and to the same extent as Grantor might have done and (ii) except where the lessee is to require that all amounts received by Grantor in default thereunder, terminate or consent to the cancellation or surrender of any lease respect of the Premises or Leases be received in trust for the benefit of any part thereofAgent and the Lenders hereunder and be segregated from other funds of Grantor. Any amounts so segregated shall, now existing or hereafter at Agent's request, be forthwith paid over to Agent to be madeheld as cash collateral and either (A) released to Grantor after the complete and indefeasible payment of all Secured Obligations, having an unexpired term or (B) if any event of one default (1including, without limitation, any Event of Default) year shall have occurred and be continuing under any document or moreinstrument evidencing or relating to any of the Obligations, applied as provided in Section 13(d), below. If Agent notifies Grantor of Agent's intention to direct lessees to make Lease payments directly to Agent or to require Grantor to segregate and hold such payments in trust, Grantor shall enter into written agreements satisfactory to Agent to implement such intention; provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent failure of Grantor to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any enter such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor agreement will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee limit Agent's rights under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receiptthis Agreement. (c) In the event Grantor shall accept no prepayment from any lessee of amounts due under any of the enforcement by Trustee or Beneficiary Leases without obtaining the prior written consent of the remedies provided for hereby or by lawAgent, the lessee except such amounts as are required under each of the leases of the Premise will, upon request of any person succeeding Lease to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor be paid in interestadvance (including, without change in the terms limitation, a security deposit or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmenta maintenance reserve account).

Leases. (a) Grantor will Mortgagor shall not (i) execute an assignment or pledge of the rents any Lease relating to all or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value portion of the Mortgaged Property or the security hereofother than in favor of Mortgagee. (b) Grantor will not execute As to any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property managerLease, and will at all times Mortgagor shall: (i) promptly and faithfully perform, or cause to be performed, perform all of the covenants, conditions and agreements contained in all leases material provisions of the Premises or portions thereof now or hereafter existing, Lease on the part of the lessor thereunder to be kept and performed and will at performed; (ii) promptly enforce all times do all things reasonably necessary to compel performance by of the material provisions of the Lease on the part of the lessee under each lease of all obligations, covenants and agreements by such lessee thereunder to be performed thereunder. If performed; (iii) appear in and defend any action or proceeding to which Mortgagor is named as a party arising under or in any manner connected with the Lease or the obligations of such leases provide for the giving by Mortgagor as lessor or of the lessee of certificates thereunder; (iv) exercise, within 5 business days after a request by Mortgagee, any right to request from the lessee a certificate with respect to the status of such leases, Grantor shall exercise its right thereof; (v) promptly deliver to request such certificates within five (5) days Mortgagee copies of any demand therefor by Beneficiary and shall notices of default which Mortgagor may at any time forward to or receive from the lessee; 160 (vi) promptly deliver copies thereof to Beneficiary Mortgagee, upon Mortgagee's request, a fully executed counterpart of the Leases; and (vii) promptly deliver to Mortgagee, upon receiptMortgagee's request, an assignment of the Mortgagor's interest under such Lease. (c) Mortgagor shall deliver to Mortgagee, within 10 days after a request by Mortgagee, a written statement, certified by Mortgagor as being true, correct and complete, containing the names of all lessees and other occupants of the Mortgaged Property, the terms of all Leases and the spaces occupied and rentals payable thereunder, and a list of all Leases which are then in default, including the nature and magnitude of the default; such statement shall be accompanied by such information as Mortgagee may reasonably request. (d) All Leases entered into by Mortgagor after the date hereof, if any, and all rights of any lessees thereunder shall be subject and subordinate in all respects to the lien and provisions of this Mortgage unless Mortgagee shall otherwise elect in writing. (e) In the event of the enforcement by Trustee or Beneficiary Mortgagee of the remedies provided for hereby or by lawany remedy under this Mortgage, the lessee under each of the leases of the Premise willLease shall, upon request of if requested by Mortgagee or any other person succeeding to the interest of Grantor Mortgagee as a result of such enforcement, automatically become the lessee of said attorn to Mortgagee or to such person and shall recognize Mortgagee or such successor in interest, interest as lessor under the Lease without change in the terms or other provisions of such lease, provided, thereof; provided however, that said Mortgagee or such successor in interest shall not be bound by be: (i) bound by any payment of an installment of rent or additional rent for which may have been made more than one (1) month in advance, except prepayments in 30 days before the nature due date of security for the performance by said lessee of its obligations under said lease or such installment; (ii) liable for any amendment previous act or modification omission of Mortgagor (or its predecessors in interest); (iii) responsible for any monies owing by Mortgagor to the credit of such lessee or subject to any credits, offsets, claims, counterclaims, demands or defenses which the lessee may have against Mortgagor (or its predecessors in interest); (iv) bound by any covenant to undertake or complete any construction of the lease made without the consent of Beneficiary Premises or any portion thereof; or (v) obligated to make any payment to such lessee other than any security deposit actually delivered to Mortgagee or such successor in interest. Each lease shall also provide thatlessee or other occupant, upon request by said Mortgagee or such successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment. In addition, Mortgagor agrees that each Lease entered into after the date of this Mortgage shall include language to the effect of subsections (d) and (e) of this Section; provided that the provisions of such subsections shall be self-operative and any failure of any Lease to include such language shall not impair the binding effect of such provisions on any lessee under such Lease. (f) Mortgagee agrees that upon request by a lessee, 161 Mortgagee shall execute and deliver to such lessee a Nondisturbance, Subordination and Attornment Agreement in form and substance acceptable to Mortgagee. Mortgagor shall pay all of Mortgagee's reasonable legal fees and expenses related to the preparation and negotiation of such agreement.

Leases. (a) Grantor will shall not (i) execute an assignment or pledge of any Lease, relating to all or any portion of the rents Trust Property other than in favor of Beneficiary, or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where without the lessee is in default thereunderprior written consent of Beneficiary, terminate execute or permit to exist any Lease, such consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter not to be made, having an unexpired term of one (1) year unreasonably withheld or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereofdelayed. (b) As to any Lease consented to by Beneficiary, Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times shall: (i) promptly and faithfully perform, or cause to be performed, perform all of the covenants, conditions and agreements contained in all leases provisions of the Premises or portions thereof now or hereafter existing, Lease on the part of the lessor thereunder to be kept and performed and will at performed; (ii) promptly enforce all times do all things reasonably necessary to compel performance by of the provisions of the Lease on the part of the lessee under each lease of all obligations, covenants and agreements by such lessee thereunder to be performed thereunder. If performed; (iii) appear in and defend any action or proceeding arising under or in any manner connected with the Lease or the obligations of such leases provide for the giving by Grantor as lessor or of the lessee of certificates thereunder; (iv) exercise, within 5 days after a request by Beneficiary, any right to request from the lessee a certificate with respect to the status of such leases, Grantor shall exercise its right thereof; (v) simultaneously deliver to request such certificates within five (5) days Beneficiary copies of any demand therefor by Beneficiary and shall notices of default which Grantor may at any time forward to or receive from the lessee; (vi) promptly deliver copies thereof to Beneficiary a fully executed counterpart of the Lease; and (vii) promptly deliver to Beneficiary, upon receiptBeneficiary’s request, an assignment of the Grantor’s interest under such Lease. (c) Grantor shall deliver to Beneficiary, within 10 days after a written request by Beneficiary, a written statement, certified by Grantor as being true, correct and complete, containing the names of all lessees and other occupants of the Trust Property, the terms of all Leases and the spaces occupied and rentals payable thereunder, and a list of all Leases which are then in default, including the nature and magnitude of the default. (d) All Leases entered into by Grantor after the date hereof, if any, and all rights of any lessees thereunder shall be subject and subordinate in all respects to the lien and provisions of this Deed of Trust unless Beneficiary shall otherwise elect in writing. (e) As to any Lease now in existence or subsequently consented to by Beneficiary, Grantor shall not accept a surrender or terminate, cancel, rescind, supplement, alter, revise, modify or amend such Lease or permit any such action to be taken nor shall Grantor accept the payment of rent more than 30 days in advance of its due date. (f) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by lawany remedy under this Deed of Trust, the lessee under each of the leases of the Premise willLease shall, upon request of if requested by Beneficiary or any other person succeeding to the interest of Grantor Beneficiary as a result of such enforcement, automatically become the lessee of said attorn to Beneficiary or to such person and shall recognize Beneficiary or such successor in interest, interest as lessor under the Lease without change in the terms or other provisions of such leasethereof, provided, provided however, that said Beneficiary or such successor in interest shall not be bound by be: (i) bound by any payment of an installment of rent or additional rent for which may have been made more than one (1) month in advance, except prepayments in 30 days before the nature due date of security for the performance by said lessee of its obligations under said lease or such installment; (ii) bound by any amendment or modification of to the lease Lease made without the consent of Beneficiary (which consent shall not be unreasonably withheld) or such successor in interest; (iii) liable for any previous act or omission of Grantor (or its predecessors in interest); (iv) responsible for any monies owing by Grantor to the credit of such lessee or subject to any credits, offsets, claims, counterclaims, demands or defenses which the lessee may have against Grantor (or its predecessors in interest); (v) bound by any covenant to undertake or complete any construction of the Premises or any portion thereof, or (vi) obligated to make any payment to such lessee other than any security deposit actually delivered to Beneficiary or such successor in interest. Each lease shall also provide thatlessee or other occupant, upon request by said Beneficiary or such successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment. In addition, Grantor agrees that each Lease entered into after the date of this Deed of Trust shall include language to the effect of subsections (d)-(f) of this Section; provided that the provisions of such subsections shall be self-operative and any failure of any Lease to include such language shall not impair the binding effect of such provisions on any lessee under such Lease.

Leases. (a) Grantor will Mortgagor shall not (i) execute an assignment or ------ pledge of the rents any Lease relating to all or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value portion of the Mortgaged Property other than in favor of Mortgagee, or (ii) without the security hereofprior written consent of Mortgagee, execute or permit to exist any Lease of any of the Mortgaged Property (except for the Facility Lease, the Bayer Lease and the Bayer Sublease). (b) Grantor will not execute As to any lease of all or a substantial portion of the Premises except for actual occupancy Lease consented to by the lessee thereunder or its property managerMortgagee, and will at all times Mortgagor shall: (i) promptly and faithfully perform, or cause to be performed, perform all of the covenants, conditions and agreements contained in all leases provisions of the Premises or portions thereof now or hereafter existing, Lease on the part of the lessor thereunder to be kept and performed and will at unless the failure to do so shall not have a Material Adverse Effect; (ii) promptly enforce all times do all things reasonably necessary to compel performance by of the provisions of the Lease on the part of the lessee under each lease of all obligations, covenants and agreements by such lessee thereunder to be performed thereunder. If unless the failure to do so shall not have a Material Adverse Effect; (iii) appear in and defend any action or proceeding arising under or in any manner connected with the Lease or the obligations of such leases provide for Mortgagor thereunder unless the giving failure to do so shall not have a Material Adverse Effect; (iv) exercise, within 10 business days after a request by Mortgagee which request shall not be given more frequently than once every 6 months, any right contained in the Lease to request from the lessee of certificates a certificate with respect to the status of such leases, Grantor shall exercise its right thereof; (v) simultaneously deliver to request such certificates within five (5) days Mortgagee copies of any demand therefor by Beneficiary and shall notices of default which Mortgagor may at any time forward to or receive from the lessee; (vi) promptly deliver copies thereof to Beneficiary Mortgagee a fully executed counterpart of the Lease; and (vii) promptly deliver to Mortgagee, upon receiptMortgagee's request, as further security, an assignment of Mortgagor's interest under such Lease. (c) In If any Lease is executed subsequent to the date of this Mortgage, Mortgagor agrees to deliver to Mortgagee, within 10 days after a request by the Mortgagee, a written statement, certified by Mortgagor as being true, correct and complete, containing the names of all lessees and other occupants of the Mortgaged Property, the terms of all Leases and the spaces occupied and rentals payable thereunder, and a list of all Leases which are then in default, including the nature and magnitude of the default; such statement shall be accompanied by credit information with respect to the lessees and such other information as Mortgagee may request. (d) All Leases entered into by Mortgagor after the date hereof, if any, and all rights of any lessees thereunder shall be subject and subordinate in all respects to the lien and provisions of this Mortgage unless Mortgagee shall otherwise elect in writing. (e) As to any Lease now in existence or subsequently consented to by Mortgagee, except to the extent expressly provided for in such Lease, Mortgagor shall not accept a surrender or terminate, cancel, rescind, supplement, alter, revise, modify or amend such Lease or permit any such action to be taken unless Mortgagor decides in its reasonable business judgment to do so; nor shall Mortgagor accept the payment of rent more than thirty (30) days in advance of its due date. (f) Each Lease entered into after the date hereof shall provide that in the event of the enforcement by Trustee or Beneficiary Mortgagee of the remedies provided for hereby or by lawany remedy under this Mortgage, the lessee under each of the leases of the Premise willshall, upon request of if requested by Mortgagee or any other person succeeding to the interest of Grantor Mortgagee as a result of such enforcement, automatically become the lessee of said attorn to Mortgagee or to such person and shall recognize Mortgagee or such successor in interest, interest as lessor under the Lease without change in the terms or other provisions of such lease, thereof; provided, -------- however, that said Mortgagee or such successor in interest shall not be bound by be: (i) bound by any payment of an installment of rent or additional rent for which may have been made more than one (1) month in advance, except prepayments in 30 days before the nature due date of security for the performance by said lessee of its obligations under said lease or such installment; (ii) bound by any amendment or modification of to the lease Lease made without the consent of Beneficiary Mortgagee or such successor in interest; (iii) liable for any previous act or omission of Mortgagor (or its predecessors in interest, as applicable); (iv) responsible for any monies owing by Mortgagor to the credit of such lessee or subject to any credits, offsets, claims, counterclaims, demands or defenses which the lessee may have against Mortgagor (or its predecessors in interest) as applicable; (v) bound by any covenant to undertake or complete any construction of the Premises or any portion thereof; or (vi) obligated to make any payment to such lessee other than any security deposit actually delivered to Mortgagee or such successor in interest. Each lease shall also provide thatlessee or other occupant, upon request by said Mortgagee or such successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment. To the extent permitted by law, subsections (d)-(f) of this Section shall be self-operative and any failure of any Lease to include such language shall not impair the binding effect of such provisions on any lessee under such Lease.

Leases. (a) Grantor will not Neither Borrower nor Subsidiary Guarantor shall rent, lease, license or otherwise grant an interest in (iother than in connection with a sale pursuant to Article XIII) execute an assignment of the rents all or any part thereof from portion of any Individual Property except pursuant to one or more Approved Residential Leases, as described in Section 5.1.25(c). All other Leases (and any amendment, modification, renewal or extension of any Lease) with respect to any Individual Property written or executed after the Premises without Beneficiary's Closing Date shall be subject to the prior consent, (ii) except where written approval of Administrative Agent. All Leases executed after the Closing Date shall provide that they are subordinate to the applicable Security Instrument and that the lessee is in default thereunder, terminate agrees to attorn to Administrative Agent or consent to the cancellation any purchaser at a sale by foreclosure or surrender power of any lease sale. Subsidiary Guarantor shall furnish Administrative Agent with copies of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if all Leases promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereofexecution thereof. (b) Grantor will not execute any lease of all or Subsidiary Guarantor (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a substantial portion commercially reasonable manner; (ii) (1) shall enforce each of the Premises except for actual occupancy by terms, covenants and conditions imposed upon the lessee thereunder or its property managerlessor under the Leases and (2) shall enforce the terms, covenants and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on Leases upon the part of the lessor lessee thereunder to be kept and observed or performed and will at all times do all things reasonably necessary to compel performance by in a commercially reasonable manner; (iii) shall not amend, modify or terminate any of the lessee under each lease of all obligationsterms, covenants and agreements by such lessee conditions contained in the Leases so as to be performed thereunder. If decrease the amount of or payment date for rent, change the expiration date to an earlier expiration date, grant an option to purchase and/or a right of first refusal to purchase any portion of such leases provide any Individual Property, grant any option for additional space or term, materially reduce the giving by obligations of the lessee or increase the obligations of certificates with respect lessor in a manner adverse to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interestSubsidiary Guarantor and/or Administrative Agent, without change in the terms prior written approval of Administrative Agent; (iv) shall not terminate any Lease or other provisions accept a surrender by a Tenant under any Lease without the prior written approval of such leaseAdministrative Agent, provided, howeverthat, that said successor Borrower may terminate any such Lease in interest the ordinary course of business and for which a monetary default has occurred and is continuing beyond any applicable notice and cure periods; (v) shall not be bound by (i) collect any payment of rent or additional rent for the rents more than one (1) month in advance, except prepayments advance (other than security deposits); and (vi) shall not execute any other assignment of lessor’s interest in the nature Leases or the Rents. Subsidiary Guarantor will promptly after receipt thereof deliver to Administrative Agent a copy of security for any written notice received with respect to any Lease claiming that Subsidiary Guarantor is in material default in the performance by said lessee or observance of its obligations under said lease any of the terms, covenants or conditions of such Lease. (c) Subsidiary Guarantor shall not (i) enter into any Approved Residential Lease or (ii) amend, modify, renew or extend any amendment Approved Residential Lease (each, a “Lease Modification”), in either case, without Administrative Agent’s consent, unless (x) no Event of Default has occurred and is continuing, and (y) such Lease or modification such Lease Modification, as applicable, (A) is made on an arm’s-length basis with a Tenant(s) that is not a Broad Affiliate of Borrower, Subsidiary Guarantor or Guarantor, (B) does not contain any option, offer or similar right to acquire all or any portion of any Individual Property, (C) has no material non-market concessions (taking all lease terms as a whole into consideration) through Rent credits, free Rents or similar rights, (D) is written on the Approved Lease Form, subject to commercially reasonable negotiated changes with the applicable Tenant that are not likely to materially and adversely affect Subsidiary Guarantor’s interests under the Lease or otherwise have a Material Adverse Effect, and (E) provides for an actual rental amount payable thereunder that satisfies the applicable Minimum Leasing Criteria. Subsidiary Guarantor shall not agree with the Tenant under any Lease or Lease Modification that such Tenant may remain in possession on a month-to-month basis after the expiration of such Tenant’s Lease; provided, that, at the time of or after the expiration of a Tenant’s Lease in the Residential Component only, Borrower may elect, in its commercially reasonable judgment, to permit such Tenant to remain in possession on a month-to-month basis. (d) Security deposits of Tenants under all Leases, and any Letter of Credit, bond or other instrument held by Subsidiary Guarantor in lieu of cash security under such Leases, shall be held in compliance with Legal Requirements and any provisions in Leases relating thereto, and Subsidiary Guarantor shall maintain books and records of sufficient detail to identify all security deposits separate and apart from any other payments received from Tenants. Subject to Legal Requirements, any Letter of Credit, bond or other instrument held by Subsidiary Guarantor in lieu of cash security shall name Administrative Agent as payee or mortgagee thereunder or be fully assignable to Administrative Agent. Subsidiary Guarantor hereby pledges to Administrative Agent each such Letter of Credit, bond or other instrument as security for the Obligations. Subsidiary Guarantor shall, upon request, provide Administrative Agent with evidence reasonably satisfactory to Administrative Agent of Subsidiary Guarantor’s compliance with the foregoing provisions of this Section 5.25(d). Upon the occurrence and during the continuance of an Event of Default, within five (5) Business Days following Administrative Agent’s written request, Subsidiary Guarantor shall (i) deposit with Administrative Agent an amount equal to the aggregate security deposits of the lease made without Tenants (and any interest theretofore earned on such security deposits received by Subsidiary Guarantor), except to the consent of Beneficiary or such successor in interest. Each lease shall also provide extent that, upon request prior to the occurrence of such Event of Default, any such security deposits were applied in accordance with the terms and conditions of the applicable Leases and the terms of the Loan Documents, and (ii) deliver to Administrative Agent all letters of credit, bonds and other instruments delivered by said successor Tenants, except to the extent that, prior to the occurrence of such Event of Default, Subsidiary Guarantor shall have returned such letters of credit, bonds or other instrument to the applicable Tenants or applied amounts in interestrespect of such letters of credit, bonds or other instruments, in each case under this clause (ii), in accordance with the terms and conditions of the applicable Leases and the terms of the Loan Documents. All amounts deposited with Administrative Agent pursuant to the immediately preceding sentence shall be held by Administrative Agent and either made available to Subsidiary Guarantor or delivered to the applicable Tenant, in each case, only as and when required pursuant to the applicable Lease. (e) All agreements entered into by or on behalf of Borrower or Subsidiary Guarantor that require payment of leasing commissions or other similar compensation to any party shall (A) provide that the obligation will not be enforceable against Administrative Agent or any Lender and (B) be subordinate to the lien of the Security Instruments. (f) Without the prior written approval of Administrative Agent, (i) neither Subsidiary Guarantor nor any other Borrower Party shall enter into any Off-Site Lease; and (ii) Subsidiary Guarantor shall not lease any space at any Individual Property to itself or any other Borrower Party, provided that Administrative Agent will not unreasonably withhold, condition or delay approval of leases pursuant to clause (i) or (ii) in this clause (f) that will be used in connection with the marketing of all or any portion of such lessee Individual Property. (g) Neither Borrower nor Subsidiary Guarantor shall execute grant to, or permit or suffer, any Person any possessory interest in, or right to occupy, any Individual Property except under and deliver an instrument or instruments confirming such attornmentpursuant to a Lease.

Leases. (a) Grantor will Mortgagor shall not (i) execute an assignment or pledge of the rents any Lease relating to all or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value portion of the Mortgaged Property other than in favor of Mortgagee, or (ii) without the security hereofprior written consent of Mortgagee, execute any new Lease for space in excess of 10,000 square feet. (b) Grantor will not execute As to any lease of all existing or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times new Lease Mortgagor shall: (i) promptly and faithfully perform, or cause to be performed, perform all of the covenants, conditions and agreements contained in all leases provisions of the Premises or portions thereof now or hereafter existing, Lease on the part of the lessor thereunder to be kept and performed and will at performed; (ii) promptly enforce all times do all things reasonably necessary to compel performance by of the provisions of the Lease on the part of the lessee under each lease of all obligations, covenants and agreements by such lessee thereunder to be performed thereunder. If performed; (iii) appear in and defend any action or proceeding arising under or in any manner connected with the Lease or the obligations of such leases provide for the giving by Mortgagor as lessor or of the lessee of certificates thereunder; (iv) exercise, within 5 days after a request by Mortgagee, any right to request from the lessee a certificate with respect to the status of such leases, Grantor shall exercise its right thereof; 15 14 (v) simultaneously deliver to request such certificates within five (5) days Mortgagee copies of any demand therefor by Beneficiary and shall notices of default which Mortgagor may at any time forward to or receive from the lessee; (vi) upon request, promptly deliver copies thereof to Beneficiary Mortgagee a fully executed counterpart of the Lease; and (vii) promptly deliver to Mortgagee, upon receiptMortgagee's request, an assignment of the Mortgagor's interest under such Lease. (c) Mortgagor shall deliver to Mortgagee, within 10 days after a request by Mortgagee, a written statement, certified by Mortgagor as being true, correct and complete, containing the names of all lessees and other occupants of the Mortgaged Property, the terms of all Leases and the spaces occupied and rentals payable thereunder, and a list of all Leases which are then in default, including the nature and magnitude of the default; such statement shall be accompanied by credit information with respect to the lessees and such other information as Mortgagee may reasonably request. (d) All Leases entered into by Mortgagor after the date hereof, if any, and all rights of any lessees thereunder shall be subject and subordinate in all respects to the lien and provisions of this Mortgage unless Mortgagee shall otherwise elect in writing. (e) As to any existing or new Lease for space in excess of 10,000 square feet, Mortgagor shall not accept a surrender or terminate, cancel, rescind, supplement, alter, revise, modify or amend such Lease or permit any such action to be taken without the prior written consent of Mortgagee. As to any exiting or new Lease, Mortgagor shall not accept the payment of rent more than thirty (30) days in advance of its due date. (f) If any act or omission of Mortgagor would give any lessee under any Lease the right, immediately or after lapse of a period of time, to cancel or terminate such Lease, or to abat▇ ▇▇ offset against the payment of rent or to claim a partial or total eviction, such lessee shall not exercise such right until it has given written notice of such act or omission to Mortgagee and until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice without a remedy being effected. (g) In the event of the enforcement by Trustee or Beneficiary Mortgagee of the remedies provided for hereby or by lawany remedy under this Mortgage, the lessee under each of the leases of the Premise willLease shall, upon request of if requested by Mortgagee or any other person succeeding to the interest of Grantor Mortgagee as a result of such enforcement, automatically become the lessee of said attorn to Mortgagee or to such person and shall recognize Mortgagee or such successor in interest, interest as lessor under the Lease without change in the terms or other provisions of such lease, provided, thereof; provided however, that said Mortgagee or such successor in interest shall not be bound by be: (i) bound by any payment of an installment of rent or additional rent for which may have been made more than one (1) month in advance, except prepayments in 30 days before the nature due date of security for the performance by said lessee of its obligations under said lease or such installment; (ii) bound by any amendment or modification of to the lease Lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.the

Leases. (a) Grantor will not hereby represents and warrants that, as of the Effective Date: (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee Operator is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, under all Major Leases (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status Operating Lease, under which the Operator is the lessee); (ii) to the best of such leasesGrantor's knowledge, Grantor shall exercise its no Person (other than hotel guests or with respect to Permitted Liens) has any possessory interest in any Property or right to request such certificates within five (5) days of any demand therefor by Beneficiary occupy the same except under and shall deliver copies thereof pursuant to Beneficiary promptly upon receipt. (c) In the event provisions of the enforcement by Trustee or Beneficiary Leases, Major Leases and the Management Agreement; (iii) to the best of the remedies provided for hereby or by lawGrantor's knowledge, the lessee Major Leases are in full force and effect and there are no material defaults by Grantor or any Tenant under any Major Lease, and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute material defaults under any Major Lease; (iv) with respect to each of the leases of the Premise willMajor Lease, upon request of any person succeeding to the interest best of Grantor as a result of such enforcementGrantor's knowledge, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (iu) any payment of rent or additional rent for no Rent has been paid more than one (1) month in advanceadvance of its due date, (v) there are no offsets or defenses to the payment of any portion of the Rents, (w) all work to be performed by Grantor under each Major Lease has been performed as required and has been accepted by the applicable Tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Grantor to any Tenant have already been received by such Tenant, (x) there has been no prior sale, transfer or assignment, hypothecation or pledge of any Major Lease or of the Rents received therein which is still in effect, (y) no Tenant under any Major Lease has sublet all or any portion of the premises demised thereby, nor does anyone except prepayments such Tenant and its employees occupy such leased premises other than with respect to Permitted Liens, and (z) no Tenant under any Major Lease has a right or option pursuant to such Major Lease or otherwise to purchase all or any part of the Property; or any right or option for additional space which constitutes Property. (b) Grantor hereby covenants and agrees that it shall not enter into a proposed Lease, including the renewal or extension of an existing Lease (each a “Renewal Lease”), unless such proposed Lease or Renewal Lease (i) provides for rental rates and terms comparable to existing local market rates and terms (taking into account the type and quality of the Tenant) as of the date such Lease or Renewal Lease is executed by Grantor (unless, in the nature case of security a Renewal Lease, the rent payable during such renewal, or a formula or other method to compute such rent, is provided for in the performance by said lessee of its obligations under said lease or original Lease), (ii) any amendment or modification is an arms-length transaction with a bona fide, independent third party Tenant, (iii) would not cause a Material Adverse Effect, and (iv) is subject and subordinate to the this Security Instrument. At Grantee's request, Grantor shall promptly deliver to Grantee copies of all Leases and Renewal Leases which are entered into pursuant to this Section 4.3(b) together with Grantor's certification that they have satisfied all of the lease made without the consent conditions of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.this Section 4.3

Leases. Seller has provided to Purchaser true, correct and complete copies of all of the Assigned Leases (a) Grantor will including any leases which may become Non-Assigned Leases, the “Leases”), including any and all amendments or agreements affecting the rights of landlord or tenant thereto. The Leases are valid, legally binding and enforceable against the Seller and, to the best of Seller’s Knowledge, the other parties thereto, subject to laws of general application in effect affecting creditors’ rights and subject to the exercise of judicial discretion in accordance with general equitable principles. Except those breaches which would not (i) execute an reasonably likely to result in a Material Adverse Change, Seller is not in breach of, or in default under, any of the Leases; and to Seller’s Knowledge, no event has occurred which, with the giving of notice or lapse of time, or both, would constitute a default by Seller. Subject to the execution and delivery of the Landlord Consents, the assignment of the rents Leases to Purchaser in accordance with this Agreement will not constitute a breach or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender violation of any lease of the Premises or of any part thereofLeases. Seller represents, now existing or hereafter warrants and covenants that the Leases delivered to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after Buyer are true and correct and represent the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of entire agreement between the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates parties with respect to the status leasing and occupancy of such leasesthe Premises, Grantor shall exercise its right to request such certificates within five (5) days and there are no other agreements or representations of any demand therefor by Beneficiary kind between Seller and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event any other party with respect thereto. Part 3.20 of the enforcement by Trustee or Beneficiary Disclosure Letter sets forth the following information with respect to each Lease, which is, to Seller’s Knowledge after due investigation, true and correct in all material respects as of the remedies provided for hereby or by law, the lessee under each date of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by this Agreement: (i) any payment the commencement and expiration date of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or Lease; (ii) any amendment or modification of remaining options under the lease made without Lease; (iii) the consent of Beneficiary or such successor in interest. Each lease shall also provide thatcurrent monthly base rent and all additional rents currently payable under the Lease; (iv) any security deposits paid under the Lease; and (v) the dates the Kick Out Clauses may be exercised and the period and date on which the Lease may be terminated, upon request by as well as the sales threshold required to exercise said successor in interest, such lessee shall execute Kick Out provision and deliver an instrument or instruments confirming such attornmentthe pay out amount required to exercise said Kick Out.

Leases. (a) Grantor will Borrower shall perform all obligations of landlord under any and all Leases. Borrower agrees to furnish Lender true, correct and complete executed copies of all future Leases. (b) Borrower shall not, without the express written consent of Lender (which consent shall not be unreasonably withheld so long as no Event of Default has occurred and is continuing), (i) execute enter into or extend any Lease unless the Lease complies with the Leasing Guidelines, or (ii) except as may be required by law or as provided in the proviso to this clause (ii), cancel or terminate any Lease or accept a surrender of any Lease (except in the case of a default) unless Borrower has entered into a new Lease or new Leases (or an amendment or amendments of another Lease or other Leases) covering all of the premises of the Lease being cancelled, terminated or surrendered, or unless specifically permitted under an Existing Lease or any new Lease or amendment of a Lease entered into in accordance with the terms and conditions of this Section 5.1.11 or otherwise reasonably approved by Lender in writing; provided, however, that the requirements of this clause (ii) shall not apply to any Minor Lease if the aggregate square footage of all Minor Leases cancelled, terminated or surrendered (including the Minor Lease then currently being terminated, cancelled or surrendered) without Lender’s consent, when Lender’s consent would have been required but for the fact the applicable Lease is a Minor Lease, does not exceed 10,000 square feet, or (iii) enter into any material amendment of a Lease (it being agreed that any amendment that reduces the base rent under the applicable Lease shall be deemed to be material) unless the material amendment complies with the Leasing Guidelines, or (iv) unless the Tenant remains liable under such Lease, consent to an assignment of the rents Tenant’s interest in any Lease or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender a subletting of any lease Lease, or (v) accept payment of the Premises or of any part thereof, now existing or hereafter to be made, having advance rents (excluding security deposits) in an unexpired term amount in excess of one (1) year or more, provided, however, that month’s rent under any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receiptLease. (c) In Borrower shall (i) enforce the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner; (ii) not execute any assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); and (iii) hold all security deposits under all Leases in accordance with Legal Requirements. (d) If any of the acts described in this Section 5.1.11 which require the written consent of Lender are done without such written consent, at the option of Lender they shall be of no force or effect with respect to the Lender and shall, following written notice to Borrower and Borrower’s failure to cure such breach within ten (10) Business Days, constitute an Event of Default. (e) Borrower shall not enter into any purchase options with respect to the Property. (f) Each Lease entered into after the Closing Date affecting the Property shall be absolutely subordinate to the lien of the Security Instrument and shall also contain a provision, reasonably satisfactory to Lender, to the effect that in the event of the enforcement by Trustee judicial or Beneficiary non-judicial foreclosure of the remedies provided for hereby or by lawProperty, at the election of the acquiring foreclosure purchaser, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest particular Lease shall not be bound terminated and the Tenant shall attorn to the purchaser. Any Lease entered into after the Closing Date shall provide that the Tenant shall agree to enter into a new Lease for the balance of the term upon the same terms and conditions. Any Lease entered into after the Closing Date shall provide that if Lender requests, Tenant shall enter into a subordination and attornment agreement or a non-disturbance agreement (each, an “SNDA”) with Lender on a form which has been approved by Lender. Any tenant to whom an SNDA is granted shall provide information and documentation as is reasonably necessary for Lender to complete its USA Patriot Act and US Treasury Office of Foreign Assets Control due diligence procedures in accordance with Lender’s then current policies. (g) Borrower covenants and agrees that all contracts and agreements relating to the Property requiring the payment of leasing commissions or management fees shall (i) any payment of rent or additional rent for more than one provide that the obligation will not be enforceable against Lender (1unless such obligation is affirmatively assumed by Lender) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or and (ii) any amendment or modification be subordinate to the lien of the Security Instrument. Lender will be provided evidence of Borrower’s compliance with this Section 5.1.11(g) upon request. (h) Security deposits in excess of an amount equal to one month’s rent under all leases for any part of the Property shall be deposited and pledged so that the deposits cannot be used by Borrower without Lender’s consent, except to return the same to the applicable Tenants upon the expiration of their lease or to apply the same in connection with a tenant default. All security deposits will be transferred to the purchaser at any foreclosure sale. (i) Any requests for Lender’s approval of a Lease or lease amendment with a Major Tenant shall be made without in writing and sent via Federal Express (or other national carrier with receipt confirmation) and shall include (A) a cover letter which states at the consent top of Beneficiary the letter in bold, capitalized letters the following: “PLEASE TAKE NOTICE. THIS IS A REQUEST FOR APPROVAL OF A LEASE [OR LEASE AMENDMENT] FOR THE [INSERT NAME OF PROPERTY SECURING LOAN, CITY AND STATE][INSERT APPLICABLE LOAN NO.]. YOU HAVE TEN (10) BUSINESS DAYS FROM THE DATE YOU RECEIVE THIS LETTER TO REVIEW AND APPROVE THE ACCOMPANYING LEASE [OR LEASE AMENDMENT]. IF YOU DO NOT RESPOND WITHIN SUCH TEN (10) BUSINESS DAYS, YOU MAY BE DEEMED TO HAVE APPROVED THE LEASE [OR LEASE AMENDMENT]”, and (B) a copy of the proposed final draft of the Lease or lease amendment (the “Final Lease Draft”), together with a redline against the standard form of lease (if applicable) and all information reasonably required by Lender in order to adequately review such successor request. Lender shall approve or disapprove such submitted Lease or lease amendment within ten (10) business days after receipt by Lender of such request. If Lender shall fail to disapprove of any such submitted Lease or lease amendment for which Lender’s approval has been requested within such ten (10) business day period, Borrower shall submit a second notice in interestwriting via Federal Express (or other national carrier with receipt confirmation) to Lender (“Borrower’s Second Notice”) which shall include (C) a cover letter which states at the top of the letter in bold, capitalized letters the following: “PLEASE TAKE NOTICE. Each THIS IS THE SECOND AND FINAL REQUEST FOR APPROVAL OF A LEASE [OR LEASE AMENDMENT] FOR [INSERT NAME OF PROPERTY SECURING LOAN, CITY AND STATE][INSERT APPLICABLE LOAN NO]. IF YOU DO NOT RESPOND WITHIN FIVE (5) BUSINESS DAYS FROM THE DATE YOU RECEIVE THIS NOTICE, YOU WILL BE DEEMED TO HAVE APPROVED THE LEASE [OR LEASE AMENDMENT]”, and (D) a copy of the Final Lease Draft, together with a redline against the standard form (if applicable), and all information reasonably required by Lender in order to adequately review such request. If Lender shall fail to disapprove of any such submitted Lease or lease amendment for which Lender’s approval has been requested within such five (5) business day period, Lender shall also provide thatbe conclusively deemed to have approved such submitted Lease or lease amendment. In the event substantive changes materially affecting landlord and/or Lender’s position as landlord or potential landlord under the Lease are made to the proposed Final Lease Draft after the date such draft was delivered and approved or deemed approved by Lender, upon request Borrower shall deliver, for Lender’s approval a copy of the latest proposed lease draft together with a redline to the version last viewed and approved by said successor Lender, and such process for approval outlined in interest, this Section 5.1.11(i) shall be followed for each such lessee change. A final signed version of any Lease shall execute and deliver an instrument or instruments confirming be delivered to Lender within a reasonable time after such attornmentexecution.

Leases. (a) The Beneficiary shall have the right to approve any Lease executed after the date of this Deed of Trust as to form, content and financial strength of the tenant. All such Leases shall be subordinate to the operation and effect of this Deed of Trust and, at the Beneficiary's option, shall include subordination provisions acceptable to the Beneficiary in its sole and absolute discretion. At any time, within thirty (30) days after Notice from the Beneficiary, the Grantor will not (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent deliver to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof Beneficiary a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms written description in such reasonable detail as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount Beneficiary may request of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenantsLeases, conditions including, without limitation, the names of all tenants, the terms of all Leases and agreements contained in the Rents payable under all leases Leases and the current status of the Premises or portions thereof now or hereafter existingsuch Rents, and, on demand, the part Grantor will furnish to the Beneficiary fully executed copies of any Leases and such subordination and attornment agreements as the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunderBeneficiary may request. If any of such leases provide Lease provides for the giving by the lessee tenant of certificates with respect to the status of such leasesLease, the Grantor shall exercise its right to request require such certificates certificate within five ten (510) days after any request by the Beneficiary. Within thirty (30) days after any request by the Beneficiary, the Grantor will notify all tenants under existing Leases, and agrees to thereafter notify all tenants under future Leases, that (i) the Grantor collects and receives all Rents pursuant to the license granted to it hereunder, and (ii) upon Notice from the Beneficiary that such license has been revoked, the tenant shall pay all unpaid Rent directly to the Beneficiary. (b) So long as no Event of any demand therefor Default has occurred, the Grantor shall have a license (which license shall terminate automatically and without Notice upon the occurrence of an Event of Default) to collect upon, but not prior to accrual, the Rents under the Leases and, where applicable, subleases, such Rents to be held in trust for the Beneficiary. Each month, provided no Event of Default has occurred, the Grantor may retain such Rents as were collected that month and held in trust for the Beneficiary. Upon revocation of such license and following notification to the tenants under the Leases by the Beneficiary or the Trustee that Rents are to be paid to the Beneficiary, all Rents shall be paid directly to the Beneficiary and not through the Grantor. A demand by the Beneficiary on any tenant for the payment of Rent shall deliver copies thereof be sufficient to warrant such tenant to make future payments of Rent to the Beneficiary promptly upon receiptwithout the necessity of further consent by the Grantor. (c) In The Grantor, at its sole cost and expense, will use its best efforts to enforce or secure, or cause to be enforced or secured, the event performance of each and every obligation and undertaking of the enforcement by Trustee respective tenants under any Leases and will appear in and defend, at its sole cost and expense, any action or Beneficiary proceeding arising under, or in any manner connected with, such Leases. (d) The Grantor will not assign the whole or any part of the remedies provided for hereby Leases or by law, Rents without the lessee under each prior written consent of the leases Beneficiary, and any assignment without such consent shall be null and void. (e) The Grantor will promptly perform all of its obligations under any Leases. The Grantor will not, without the prior written consent of the Premise willBeneficiary, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any cancel, terminate, accept a surrender of, reduce the payment of rent under, or additional accept any prepayment of rent for more than one (1) month in advanceadvance under, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease any Lease, or (ii) permit a Lien on the Property superior to any Lease, other than this Deed of Trust. (f) All Leases, although subordinate to this Deed of Trust, shall be subject to the condition (and this Deed of Trust so authorizes) that, in the event of any sale of the Property pursuant to the provisions of Section 7.02, the Leases shall, at the sole option of the Beneficiary or any purchaser at such sale, either (i) continue in full force and effect as set forth in the required advertisement of sale, and the tenant or tenants thereunder will, upon request, attorn to and acknowledge in writing the purchaser or purchasers at such sale or sales as landlord thereunder, or (ii) upon notice to such effect from the Beneficiary, the Trustee or any purchaser or purchasers, terminate within ninety (90) days from the date of sale. As to any Lease, neither the Beneficiary nor any purchaser or purchasers at foreclosure shall be bound by any payment of rent for more than one (1) month in advance or by any amendment or modification of the lease Lease made without the prior written consent of the Beneficiary or, subsequent to a foreclosure sale, such purchaser or purchasers. (g) Neither the Trustee nor the Beneficiary shall be obligated to perform or discharge any obligation of the Grantor under any Lease. This assignment of the Leases in no manner places on the Beneficiary or such successor the Trustee any responsibility for (i) the control, care, management or repair of the Property, (ii) the carrying out of any of the terms and conditions of the Leases, (iii) any waste committed on the Property, or (iv) any dangerous or defective condition on the Property (whether known or unknown).. The Grantor agrees to indemnify the Trustee and the Beneficiary for, and forever hold them harmless from, any and all Claims arising out of, or in interest. Each lease shall also provide thatconnection with, upon request by said successor in interest, such lessee shall execute and deliver an instrument any Leases or instruments confirming such attornmentany assignment thereof.

Leases. (a) Grantor will not The Mortgagor represents and warrants that as of ------ the date hereof: (i) execute an assignment of the rents or any part thereof from Leases identified in Schedule C attached hereto are the Premises without Beneficiary's prior consent, ---------- only Leases in existence on the date hereof relating to the Leased Premises; (ii) except where the lessee is in default thereunder, terminate or consent true copies of such Leases have been previously delivered to the cancellation or surrender of Mortgagee and there are no agreements with any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, Tenant under such Leases other than those agreements expressly set forth therein; (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner Mortgagor is the amount sole owner of all of the rents payable thereunder or materially expand the obligations of the lessor thereunder, Mortgagor's Interest in such Leases; (iv) accept prepayments each of more than one month such Leases is in full force and effect, constitutes a legal, valid and binding obligation of the Mortgagor and the applicable Tenant thereunder, and is enforceable against the Mortgagor and such Tenant in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability; (v) there is no default under any installments of rents to become such Leases and there is existing no condition which with the giving of notice or passage of time or both would cause a default thereunder; (vi) all Rents due under such leases, except prepayments Leases have been paid in the nature of security for the performance full; (vii) none of the lessees thereunder, (v) modify, release Rents reserved under such Leases have been assigned or terminate any guaranties of any such lease otherwise pledged or (vi) hypothecated except in any other manner impair the value favor of the Mortgaged Property or Mortgagee pursuant to the security provisions hereof.; (bviii) Grantor will not execute any lease of all or a substantial portion none of the Premises except for actual occupancy by Rents (other than any security deposit collected in accordance with the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all provisions of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5applicable Lease) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent have been collected for more than one (1) month in advance, except prepayments in ; (ix) there exist no offsets or defenses to the nature payment of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification portion of the lease made without Rents and the consent Mortgagor owes no monetary obligation to any Tenant under any such Lease; (x) the Mortgagor has received no notice from any Tenant challenging the validity or enforceability of Beneficiary any such Lease; (xi) no such Lease contains any option to purchase, right of first refusal to purchase, right of first refusal to relet, or any other similar provision; and (xii) each such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument Lease is subordinate to this Mortgage either pursuant to its terms or instruments confirming such attornmentpursuant to a recordable Subordination Agreement.

Leases. (a) Grantor will not (i) execute an assignment of SECTION 9.01. Any and all leases or subleases, as the rents or any part thereof from the Premises without Beneficiary's prior consentcase may be, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereofof the Mortgaged Premises shall be subject in all respects to the prior approval of the Mortgagee. The Mortgagor shall submit to the Mortgagee certified copies of all future leases, now existing which shall be in a form approved by the Mortgagee. SECTION 9.02. The Mortgagor shall not modify, abridge or hereafter to be made, having an unexpired term terminate (except for default by the tenant) any leases of one (1) year or more, provided, however, that any lease may be cancelled if promptly after portion of the cancellation or Mortgaged Premises nor shall any surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that be accepted by the Mortgagor without the prior written consent of the lessee whose lease was cancelledMortgagee, on substantially nor shall the same terms as the terminated or cancelled lease, (iii) modify Mortgagor collect rent under any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of said leases for more than one month of any installments of rents to become due under such leasesin advance, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment except upon the execution of a lease, provided that such advance rent or additional in excess of one month’s rent for more than one (1) month in advance, except prepayments in is to be applied to the nature rents at the beginning of security for the performance by said lessee term of its obligations under said the lease or (ii) any amendment or modification except as a security deposit to be applicable either against the rent due at the end of the term of the lease made or repair of damages to the leased premises or to be refunded upon the expiration of the term thereof. SECTION 9.03. At the option of the Mortgagee, this Mortgage shall become subject and subordinate, in whole or in part (but not with respect to priority of entitlement to any award in condemnation or insurance proceeds), to any and all leases or subleases, as the case may be, of all or any part of the Mortgaged Premises upon the execution by the Mortgagee of a written unilateral declaration to that effect, and recording thereof, at any time hereafter, in the official records of Mahoning County, Ohio. SECTION 9.04. Every contract, written or oral, which the Mortgagor shall make with any broker or leasing agent with respect to the leasing or sale of the Mortgaged Premises or any part thereof, unless approved in writing by the Mortgagee prior to its execution, shall provide that the rights of such broker or agent to the commissions or other compensation payable thereunder shall be subject, subordinate and inferior to the rights of the Mortgagee, so that in the event of a sale of the Mortgaged Premises pursuant to the exercise by the Mortgagee of the rights and remedies of the Mortgagee hereunder or of the Mortgagee and the Lenders under the Credit Agreement, as the case may be, the Mortgagee or the purchaser at such sale will be exonerated and discharged from all liability for the payment of any such commission or compensation. SECTION 9.05. The Mortgagor covenants and agrees that no lease or sublease, as the case may be, or any rentals under any lease or sublease, as the case may be,, or any rents, issues or profits issuing from the Mortgaged Premises, shall be hereafter sold, assigned, transferred, mortgaged, pledged or otherwise disposed of or encumbered, except to the Mortgagee, whether by operation of Law or otherwise, without the prior written consent of Beneficiary the Mortgagee in each instance first had and obtained, and any attempt to do so shall be null and void. SECTION 9.06. The Mortgagor will perform faithfully the lessor’s or sublessor’s, as the case may be, covenants under any existing or future lease affecting the Mortgaged Premises, or any part thereof, and neither do, nor neglect to do, nor permit to be done or left undone, anything, other than pursuing the enforcement of the terms of such successor leases in interestthe exercise of the lessor’s remedies thereunder following default on the part of any tenant in the performance of its prescribed obligations, which may cause the modification or termination of any said lease, or of the obligations of any tenant or any Person claiming through such tenant, or which may diminish or impair the value of any lease, or the rents provided for therein, or the interest of the lessor or of the Mortgagee therein or thereunder. Each The Mortgagor will not permit any assignment of any lease shall also provide thatby the tenant thereunder or any subletting of all or any part of the premises demised by any lease without the prior written consent of the Mortgagee. The Mortgagor will not execute a mortgage or create or permit a Lien which may be or become superior to any lease affecting the Mortgaged Premises, upon request or any part thereof without the prior written consent of the Mortgagee. The Mortgagor will give the Mortgagee prompt notice by said successor in interestcertified mail, such lessee shall execute and deliver an instrument return receipt requested, of any notice of default received from any tenant of the Mortgaged Premises or instruments confirming such attornmentany part thereof, or given by the Mortgagor to any tenant of the Mortgaged Premises or any part thereof.

Leases. (a) Grantor will Mortgagor shall not (i) execute an assignment or pledge of the rents any Lease relating to all or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value portion of the Mortgaged Property other than in favor of Mortgagee, or (ii) without the security hereofprior written consent of Mortgagee, which consent shall not be unreasonably withheld or delayed, execute or permit to exist any Lease of any of the Mortgaged Property, except for Permitted Exceptions and except as may be otherwise expressly permitted under the Credit Agreement. (b) Grantor will not execute As to any lease of Lease consented to by Mortgagee under subsection 11(a) above, Mortgagor shall: (i) promptly perform in all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, material respects all of the covenants, conditions and agreements contained in all leases provisions of the Premises or portions thereof now or hereafter existing, Lease on the part of the lessor thereunder to be kept and performed and will at performed; (ii) promptly enforce all times do all things reasonably necessary to compel performance by of the material provisions of the Lease on the part of the lessee under each lease of all obligations, covenants and agreements by such lessee thereunder to be performed thereunder. If performed; (iii) appear in and defend any action or proceeding arising under or in any manner connected with the Lease or the obligations of such leases provide for the giving by Mortgagor as lessor or of the lessee of certificates thereunder; (iv) exercise, within 5 business days after a reasonable request by Mortgagee, any right to request from the lessee a certificate with respect to the status of such leases, Grantor shall exercise its right thereof; (v) promptly deliver to request such certificates within five (5) days Mortgagee copies of any demand therefor by Beneficiary and shall notices of default which Mortgagor may at any time forward to or receive from the lessee; (vi) promptly deliver copies thereof to Beneficiary Mortgagee a fully executed counterpart of the Lease; and (vii) promptly deliver to Mortgagee, upon receiptMortgagee's reasonable request, if permitted under such Lease, an assignment of the Mortgagor's interest under such Lease. (c) Mortgagor shall deliver to Mortgagee, within 10 business days after a reasonable request by Mortgagee, a written statement, certified by Mortgagor as being true, correct and complete, containing the names of all lessees and other occupants of the Mortgaged Property, the terms of all Leases and the spaces occupied and rentals payable thereunder, and a list of all Leases which are then in default, including the nature and magnitude of the default; such statement shall be accompanied by such other information as Mortgagee may reasonably request. (d) All Leases entered into by Mortgagor after the date hereof, if any, and all rights of any lessees thereunder shall be subject and subordinate in all respects to the lien and provisions of this Mortgage unless Mortgagee shall otherwise elect in writing. (e) In the event of the enforcement by Trustee or Beneficiary Mortgagee of the remedies provided for hereby or by lawany remedy under this Mortgage, the lessee under each of the leases of the Premise willLease shall, upon request of if requested by Mortgagee or any other person succeeding to the interest of Grantor Mortgagee as a result of such enforcement, automatically become the lessee of said and if provided, at such lessee's request, with a nondisturbance agreement from Mortgagee or such person, attorn to Mortgagee or to such person and shall recognize Mortgagee or such successor in interest, interest as lessor under the Lease without change in the terms or other provisions of such lease, provided, thereof; provided however, that said Mortgagee or such successor in interest shall not be bound by be: (i) bound by any payment of an installment of rent or additional rent for which may have been made more than one (1) month in advance, except prepayments in 30 days before the nature due date of security for the performance by said lessee of its obligations under said lease or such installment; (ii) bound by any amendment or modification of to the lease Lease made without the consent of Beneficiary Mortgagee or such successor in interest; (iii) liable for any previous act or omission of Mortgagor (or its predecessors in interest); (iv) responsible for any monies owing by Mortgagor to the credit of such lessee or subject to any credits, offsets, claims, counterclaims, demands or defenses which the lessee may have against Mortgagor (or its predecessors in interest); (v) bound by any covenant to undertake or complete any construction of the Premises or any portion thereof; or (vi) obligated to make any payment to such lessee other than any security deposit actually delivered to Mortgagee or such successor in interest. Each lease shall also provide thatlessee or other occupant, upon request by said Mortgagee or such successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.. In addition, Mortgagor agrees that each Lease entered into after the date of this Mortgage shall include language to the effect of subsections (d) and (e) of this Section and language to the effect that if any act or omission of Mortgagor would give any lessee under such Lease the right,

Leases. (a) Grantor will not (i) execute an assignment of Borrowers may amend or modify or permit the rents or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of any of the lease made Leases or the Lease Guaranties without Agent's prior written consent, unless such amendment or modification does any of the following (each a "Material Lease Modification"): (a) changes the rent or any other monetary obligations under any Lease; (b) changes the term of any Lease; (c) releases or limits the liability of any guarantor under any Lease or Lease Guaranty; (d) releases any security deposits or letters of credit or any other security or collateral under any Lease; (e) consents to the assignment, delegation or other transfer of rights and obligations under any Lease or Lease Guaranty; or (f) makes any other material change to the terms and conditions of any of the Leases or Lease Guaranties or increases in any material respect the obligations or liabilities of the landlord thereunder. Agent shall not unreasonably withhold its consent to any requested amendment to a Lease, so long as such amendment would not cause an Event of Beneficiary Default under subsections 8.1(l), (m), (n) or such successor (o) below. Borrowers shall not terminate or permit the termination of any of the Leases or the Lease Guaranties without Agent's prior written consent, which consent shall not be unreasonably withheld or delayed. If a Lease with any Tenant is restructured in interest. Each lease a manner that requires the Tenant to be replaced by a new tenant or is terminated by the Tenant or rejected in bankruptcy, then Borrowers shall also provide that, upon request by said successor in interest, such lessee shall execute identify a proposed new tenant and deliver an instrument to Agent a proposed lease with such new tenant within one hundred twenty (120) days thereafter. So long as the new tenant is reasonably acceptable to Agent and the new lease provides for rent payments in each year which are at least eighty percent (80%) of the rent payments which were due from the Tenant being replaced for such year, then Agent shall not unreasonably withhold or instruments confirming delay its consent to such attornmentproposed new tenant and new lease.

Leases. 2.4.1 Mortgagor shall (a) Grantor will not fulfill, perform and observe each and every condition and covenant of landlord or lessor contained in each of the Leases; (b) give prompt notice to Mortgagee of any claim of default or notice of any event or condition which, with notice or passage of time or both, would constitute a default under any of the Leases, whether given by or given to Mortgagor, together with a complete copy of any notice expressing such claim; (c) at no cost or expense to Mortgagee, enforce, short of termination, the performance and observance of each and every condition and covenant of each of the parties under the Leases; (d) appear in and defend any action against any one or more of Mortgagor, Mortgagee and the Premises arising out of, or in any manner connected with, any of the Leases, or the obligations or liabilities of any party thereto or any guarantor thereof; and (e) furnish to Mortgagee upon demand copies of all Leases. 2.4.2 Mortgagor shall not, without the prior written consent of Mortgagee, (i) execute an assignment enter into new leases, except (a) Leases of telecommunications facilities or capacity thereon in the rents ordinary course of business or any part thereof from the Premises without Beneficiary's prior consent, (iib) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired Leases for a term of less than one (1) year or more, provided, however, that any lease may be cancelled if promptly after (including renewals at the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that right of the lessee whose lease was cancelled, on substantially lessee) in connection with property not necessary to the same terms as the terminated or cancelled lease, operations of Mortgagor; (ii) modify any Leases; (iii) modify terminate or accept the surrender of any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, Leases; (iv) accept prepayments waive or release any other party from the performance or observance of any obligation or condition under any Leases; (v) give any consent to any assignment or sublease by any Tenant under any of the Leases; (vi) permit the prepayment of any rents under any of the Leases for more than one month prior to the accrual thereof; or (vii) assign its interest in, to or under any Leases or the rents, issues and profits from the Leases or from the Premises to any person or entity other than Borrower or Mortgagee, except as otherwise expressly permitted by Mortgagee. Mortgagor shall take no action which will cause or permit the estate of any installments Tenant under any of rents the Leases to become due under such leases, except prepayments merge with the interest of Mortgagor in the nature of security for the performance of the lessees thereunder, (v) modify, release Premises or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease portion thereof. Mortgagor shall and does hereby authorize and direct each and every present and future Tenant of all or a substantial portion any part of the Premises except to pay all rent (and any other sums due the landlord under the Lease) to Mortgagee and to perform all other obligations of that Tenant for actual occupancy the direct benefit of Mortgagee, as if Mortgagee were the landlord under the Lease with that Tenant, immediately upon receipt of a demand by the lessee thereunder Mortgagee to make such payment or its property managerperform such obligations, and will at all times promptly and faithfully perform, it being acknowledged that no such demand by Mortgagee shall constitute or cause be deemed to be performed, all constitute any assumption by Mortgagee of any obligations of the covenantslandlord under such Lease. No Tenant shall have any responsibility to ascertain whether such demand is permitted hereunder or whether a default shall have occurred. Mortgagor hereby waives any right, conditions and agreements contained in all leases of the Premises claim or portions thereof demand it may now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance have against any such Tenant by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any reason of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent other sums or performance of obligations to or for more than one (1) month in advance, except prepayments in Mortgagee; and any such payment or performance to or for Mortgagee shall discharge the nature obligations of security such Tenant to make such payment or performance to or for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentMortgagor.

Leases. (a) Grantor will not With respect to the Leases, Borrower hereby agrees as follows: (i) Subject to the obligation of Lender to execute an assignment and deliver subordination, non-disturbance and attornment agreements in accordance with Section 6.11(b), any Lease hereafter entered into shall expressly provide that it is absolutely subject and subordinate to the liens of the rents or Initial Mortgage, and that at Lender's option exercised by notice to any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default Tenant thereunder, terminate or consent such Lease shall be made superior to the cancellation or surrender of any lease lien of the Premises or of any part thereofInitial Mortgage. Each Lease shall also provide that, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary the Lender of the remedies provided for hereby by Law or by lawthe Initial Mortgage, the lessee under each of the leases of the Premise Tenant thereunder will, at the option and upon request of any person Person succeeding to the interest of Grantor the Borrower as a result of such enforcement, automatically become the lessee Tenant of said such successor in interest, without change in the terms or other provisions of such lease, Lease; provided, however, that said such successor in interest shall not (A) be -------- ------- liable for any default (as defined in such Lease), act or omission of Borrower as landlord under the Lease, (B) be subject to any offset not expressly provided for in the Lease which shall have accrued prior to the time at which such person succeeded to Borrower's interest, or (C) be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments (to the extent such security has been turned over to such successor in interest) prepayment in the nature of security for the performance by said lessee the Tenant of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interestits Lease. Each lease Lease shall also provide that, upon request by said such successor in interest, such lessee Tenant shall execute and deliver an instrument or instruments confirming such attornment. Reference is hereby made to Section 291- f of the Real Property Law of the State of New York for the purpose of obtaining for Lender the benefits of such section in connection with the Initial Mortgage. (ii) Any agreement to pay leasing commissions in respect of the Leases shall provide that the obligation to pay such commissions shall not be enforceable against any party other than the party who entered into such agreement, and that such agreement shall be subordinate to the Initial Mortgage. (iii) Borrower agrees not to collect rent for more than one (1) month in advance, except (A) upon the execution of a new Lease by the parties thereto, provided that such advance rent in excess of one (1) month's rent is applied to the rents at the beginning of the term of such Lease; and (B) as a security deposit to be applicable either against the rent due at the end of the term of the Lease or in respect of damage to the Leased Space, or to be refunded upon the expiration of the term thereof. (iv) Borrower shall not, without providing Lender with ten (10) days' notice: (A) cancel, serve any notice of cancellation, terminate, or accept a surrender or suffer or permit any cancellation, termination or surrender of any Lease; (B) modify any Lease having an unexpired term of more than two (2) years, so as to reduce the term thereof or the rent payable thereunder or to change any renewal provisions therein contained; or (C) commence any summary proceeding or other action to recover possession of any Leased Space, other than a proceeding brought in good faith by reason of a default of any Tenant, provided that no adjudication in such proceeding that the same was brought by Borrower in bad faith shall be conclusive evidence as between Borrower and Lender that the proceeding was not brought in good faith. (v) Borrower shall not, without Lender's prior written consent, which consent shall not be unreasonably withheld, enter into any Lease other than a Lease (i) with a Tenant approved by Lender and (ii) which conforms to the Leasing Parameters. Borrower shall submit to Lender, promptly upon commencing negotiations with a prospective Tenant, the name of the Tenant and all information available to Borrower concerning the Tenant's business operations and financial condition. If Lender fails to object to such Tenant within four (4) Banking Days following receipt of such information, the Tenant shall be deemed to have been approved. With respect to Leases which do not conform to the Leasing Parameters, Borrower shall deliver a term sheet or other instrument identifying the essential economic terms of the leasing transaction, including fixed rent, escalations, term, renewal and expansion options, tenant improvement allowances or work letter and any other concessions. If the Tenant has not yet been approved, then the submission shall include the information described above reasonably necessary to obtain Lender's approval thereof. If Lender fails to object to such leasing terms, or any revisions thereof which may subsequently be submitted for approval (and, if not theretofore approved, such Tenant), within four (4) Banking Days from receipt of such documentation then the same shall be deemed to have been approved. (vi) Borrower shall not, without Lender's prior written consent, which consent shall not be unreasonably withheld, cancel, terminate or amend any Major Lease; consent to assignment of or subletting under any Major Lease (unless such consent is required to be given by the landlord in accordance with the express terms of such Lease), or commence any summary proceeding or other action to recover possession of any space leased pursuant to a Major Lease. If Lender has not responded to Borrower's request for approval of any of the foregoing within ten (10) Banking Days following receipt thereof, Lender's prior approval shall be deemed to have been granted. (vii) Every six (6) months during the term hereof, Borrower shall deliver to Lender its proposed Leasing Parameters for space which is, or is anticipated to become, vacant during the succeeding six (6) months. If Lender fails to approve such Leasing Parameters (which approval shall not be unreasonably withheld) within twenty (20) Banking Days from receipt thereof, then the same shall be deemed approved. (viii) Borrower shall deliver Estoppel Certificates to Lender with respect to Leases as required by Section 6.19. (ix) Borrower shall duly and punctually perform and observe all of the terms, covenants and conditions of all Leases required to be performed and observed by it as landlord thereunder. (b) Within ten (10) Banking Days after receipt of Borrower's written request, Lender shall (i) execute and deliver a subordination, non-disturbance and attornment agreement in the form attached hereto as Exhibit F, for each --------- Lease entered into subsequent to the date hereof pursuant to Section 6.11(a)(v) above or (ii) if the agreement is not in the form of Exhibit F, provide comments --------- with respect to the proposed form. Borrower shall pay, upon presentation of invoices therefor, Lender's actual, reasonable out-of-pocket costs incurred in connection with any such agreements. Notwithstanding the previous sentence, Borrower shall not be liable for such out-of-pocket costs if such agreement is presented to Lender and is executed in the form of Exhibit F (unmodified) and, --------- when presented to Lender, is accompanied by a letter from Borrower or Borrower's counsel certifying that such agreement is in the form of Exhibit F (unmodified). ---------

Leases. (a) Grantor will not All Leases and all renewals of Leases executed after the date hereof shall (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consentprovide for economic terms, including rental rates, comparable to existing local market rates for similar properties, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled leasecommercially reasonable terms, (iii) modify any such lease so as to shorten the unexpired have a term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereundernot more than three (3) years (unless Lender approves otherwise), (iv) accept prepayments with respect to Major Leases only, provide that such Lease is subordinate to the Mortgage and the Assignment of more than one month of Leases and that the Tenant thereunder will attorn to Lender and any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunderpurchaser at a foreclosure sale, (v) modifybe to Tenants that satisfy reasonable and appropriate credit requirements, release or terminate any guaranties of any such lease or (vi) be written substantially in accordance with the standard form of Lease which shall have been approved by Lender (subject to any commercially reasonable changes made in the course of negotiations with the applicable Tenant), (vii) not be to an Affiliate of Borrower, Guarantors or Manager except for up to 2 pad sites at each of the Properties, which are leased to on-site personnel of Borrower or Manager, (viii) not contain any option to purchase, any right of first refusal to purchase, any right to terminate (except in the event of the destruction or condemnation of substantially all of a Property or as may be agreed in the ordinary course of business of Borrower, as is commercially reasonable for properties similar to such Property), any requirement for a non-disturbance or recognition agreement, or any other manner impair terms which would materially adversely affect Lender’s rights under the value Loan Documents. Further, all Major Leases and all renewals, amendments and modifications of such Major Leases and waivers thereunder executed after the Mortgaged Property date hereof shall be subject to Lender’s prior approval, which approval shall not be unreasonably withheld, conditioned or the security hereofdelayed. (b) Grantor will not execute any lease of all or Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a substantial portion of commercially reasonable manner; (ii) shall enforce the Premises except for actual occupancy by the lessee thereunder or its property managerterms, covenants and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on Leases upon the part of the lessor Tenants thereunder to be kept and observed or performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as in a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, commercially reasonable manner; provided, however, that said successor in interest Borrower shall not terminate or accept a surrender of a Major Lease without Lender’s prior approval, which approval shall not be bound by unreasonably withheld, conditioned or delayed; (iiii) shall not collect any payment of rent or additional rent for the Rents more than one (1) month in advance, except prepayments advance (other than security deposits); (iv) shall not execute any assignment of lessor’s interest in the nature Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change any Major Lease so as to change the amount of or payment date for rent, change the expiration date, grant any option for additional space or term, materially reduce the obligations of the Tenant or increase the obligations of the lessor; and (vi) shall promptly furnish to Lender any notice of default or termination received by Borrower from any Tenant under a Major Lease. Upon request, Borrower shall promptly furnish Lender with executed copies of all Leases and a statement of all Tenant security or other deposits. (c) All security deposits of Tenants, whether held in cash or any other form, shall be held in accordance with Legal Requirements and, upon request of Lender, Borrower shall identify the total amount of security for deposits of Tenants that Borrower is then holding. During the performance continuance of a Cash Management Period, Borrower shall, upon Lender’s request, if permitted by said lessee applicable Legal Requirements, cause all such security deposits (and any interest theretofore earned thereon) to be transferred into the Cash Management Account (which shall then be held by Cash Management Bank in a separate Account), which shall be held by Cash Management Bank subject to the terms of its obligations the Leases. Any bond or other instrument which Borrower is permitted to hold in lieu of cash security deposits under said lease or any applicable Legal Requirements (i) shall be maintained in full force and effect in the full amount of such deposits unless replaced by cash deposits as hereinabove described, (ii) shall be issued by an institution reasonably satisfactory to Lender, (iii) shall, if permitted pursuant to any amendment Legal Requirements, name Lender as payee or modification mortgagee thereunder (or at Lender’s option, be fully assignable to Lender), and (iv) shall in all respects comply with any applicable Legal Requirements and otherwise be satisfactory to Lender. Borrower shall, upon request, provide Lender with evidence reasonably satisfactory to Lender of Borrower’s compliance with the lease made foregoing. (d) Borrower shall not permit or consent to any assignment or sublease of any Major Lease without Lender’s prior approval (other than any assignment or sublease expressly permitted under a Major Lease pursuant to a unilateral right of Tenant thereunder not requiring the consent of Beneficiary Borrower.) (e) Borrower shall, or shall cause its Affiliate or Manager to ensure that a tenant is obligated to pay rent for each home site on which manufactured or mobile homes are located at the Properties that have been leased or sold by an Affiliate or Borrower or Manager to such successor Tenant, except during any free rent period included in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentLease.

Leases. (a) Grantor will not Borrower shall (i) execute an assignment observe and perform all of the rents or any part thereof from material obligations imposed upon the Premises without Beneficiary's prior consent, lessor under the Leases; (ii) except where the lessee is in promptly send copies to Lender of all notices of default thereunder, terminate that Borrower shall send or consent to the cancellation or surrender of receive under any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, Major Lease; (iii) modify promptly notify Lender of any tenant under a Major Lease at the Property which has vacated, or has given Borrower written notice of its intention to vacate, the premises (or any portion thereof) leased to such lease so as tenant pursuant to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, applicable Major Lease; (iv) accept prepayments of more than one month of any installments of rents to become due under such leasesenforce the terms, except prepayments covenants and conditions in all material respects in the nature of security Leases to be observed by tenants in accordance with commercially reasonable practices for properties similar to the performance of the lessees thereunder, Property; and (v) modifyobtain the prior written approval of Lender, release which approval shall not be unreasonably withheld, conditioned or terminate delayed, for any guaranties Material Lease, any amendment thereto, assignment thereof, or subletting thereunder (unless approval for such assignment or subletting is not required pursuant to the express terms of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereofLease). (b) Grantor will Borrower may enter into, amend, extend or modify any Lease, other than a Material Lease, after the date hereof, without the prior written consent of Lender provided that (i) no Event of Default then exists, (ii) any new Lease is documented using, and does not execute materially deviate from, the standard lease form approved by Lender in its reasonable discretion and (iii) any lease new Lease or amendment, extension or modification of all an existing Lease (A) provides for rental rates and terms comparable to existing local market rates and terms (for comparable space) as of the date it is executed (unless in the case of a renewal or extension, the rent payable during such renewal term, or a substantial portion formula or other method to compute such rent, has been specified in the original Lease); (B) is an arms-length transaction with a tenant that is not an Affiliate of Borrower; (C) is subordinate to the Premises except Mortgage and the tenant thereunder agrees to attorn to Lender; and (D) would not, by virtue of any such amendment, extension or modification, become a Material Lease. If the Debt Service Coverage Ratio is less than 1.60 to 1.0 and thereafter until such time as the Debt Service Coverage Ratio is 1.70 to 1.0 for actual occupancy by three (3) consecutive calendar quarters, Borrower shall not enter into, terminate, materially amend, extend or modify any Lease without Lender’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. All proposed Material Leases and other Leases that do not satisfy the lessee thereunder or its property managerrequirements set forth in this Section 5.7 shall require Lender’s prior written approval at Borrower’s sole expense (including Lender’s reasonable out-of-pocket legal fees and expenses), and will at all times promptly and faithfully performwhich approval shall not be unreasonably withheld, conditioned, or cause delayed. Borrower shall promptly deliver to be performedLender a copy of each Lease (other than a residential lease) entered into after the Closing Date, all of together with written certification from Borrower confirming that (y) the covenantscopy delivered is a true, conditions complete and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any correct copy of such leases provide for the giving by the lessee Lease and (z) Borrower has satisfied all conditions of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receiptthis Section 5.7. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest Borrower shall not be bound by (i) make any payment assignment or pledge of rent any Lease or additional rent for Rents to anyone other than Lender until the Indebtedness is paid in full, (ii) collect any Rents under the Leases more than one (1) month in advance, advance (except prepayments that Borrower may collect in advance such security deposits as are not prohibited pursuant to applicable Legal Requirements and are commercially reasonable in the nature prevailing market), (iii) enter into, amend or terminate any Material Lease without Lender’s prior consent which consent shall not be unreasonably withheld, conditioned or delayed (provided, however, that (i) Borrower may enter into an amendment or other agreement with a tenant under a Lease existing as of security for the performance by date hereof, (A) that merely memorializes said lessee tenant’s exercise of any rights under its obligations Lease or (B) which is otherwise expressly required under the terms set forth in said lease tenant’s Lease or (ii) Borrower may terminate any amendment such Material Lease if the lessee thereunder is in material monetary default of such Material Lease) or (iv) execute or grant any modification of any Lease which in the aggregate might have a Material Adverse Effect. (d) Within two (2) Business Days after Borrower receives a lease termination or similar payment pursuant to any Lease, Borrower shall deliver such payment to Lender to be held in the Lease Termination Reserve Account if (i) an Event of Default then exists, (ii) such payment is in excess of $250,000 or (iii) the Debt Service Coverage Ratio is less than 1.0 to 1.0 at the time such payment is made (without giving effect to any Rent under the terminated Lease). All sums in the Lease Termination Reserve Account shall be used only to pay tenant improvement expenses and leasing commissions approved by Lender that Borrower incurred in connection with replacing the tenant at the Property that made the related lease termination payment pursuant to a replacement Lease approved (or deemed approved, as applicable) by Lender pursuant to this Agreement. Provided no Event of Default then exists, any portion of such lease termination payment remaining after application of the same pursuant to this Section 5.7(d) shall be returned to Borrower provided that the related tenant is in occupancy and open for business. (e) Any letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under any Lease shall, if permitted pursuant to applicable Legal Requirements, name Lender as payee or mortgagee thereunder (or, at Lender’s option, be fully assigned to and held by Lender). (f) For any leasing matter requiring Lender’s consent as set forth herein or in any of Beneficiary the other Loan Documents, if Borrower has not received Lender’s written response within ten (10) Business Days after the delivery of written request for such consent to Lender, together with the final form of the proposed Lease amendment, modification, renewal, extension or new Lease or other relevant document and financial and other information regarding the tenant (to the extent available and subject to any confidentiality requirements of the related tenant), then Borrower may provide a second written notification to Lender and, provided that the cover page of the second written notification specifies in boldface 20 point font the following: “IMMEDIATE RESPONSE REQUIRED; CONSENT WILL BE DEEMED GIVEN IF RESPONSE IS NOT RECEIVED WITHIN TEN (10) BUSINESS DAYS”, Lender’s failure to respond within ten (10) Business Days after its receipt of such successor in interest. Each lease second notification, together with any requested information necessary to make such determination, shall also provide thatbe deemed to constitute Lender’s consent to the proposed Lease amendment, upon request by said successor in interestmodification, such lessee shall execute and deliver an instrument renewal, extension, new Lease or instruments confirming such attornmentother leasing matter.

Leases. (a) Grantor will not Each of Borrower and Operating Lessee represents and warrants to Lender with respect to the Operating Lease that: (i) execute an assignment none of the rents or Individual Properties are subject to any part thereof from commercial Leases other than the Premises without Beneficiary's prior consentOperating Lease and the commercial Leases set forth on Schedule XI attached hereto, (ii) except where Borrower is the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease sole owner of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after entire lessor’s interest in the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled leaseOperating Lease, (iii) modify any such lease so as to shorten the unexpired term thereof Operating Lease is in full force and effect, there are no defaults thereunder by either party, there are no conditions that, with the passage of time or so as to decreasethe giving of notice, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor both, would constitute defaults thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance copy of the lessees thereunderOperating Lease delivered to Lender is true and complete, and there are no oral agreements with respect thereto, (v) modify, release or terminate any guaranties of any such lease or no Rent (viincluding security deposits) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for has been paid more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee advance of its obligations due date, all Rents due have been paid in full and Operating Lessee is not in arrears in its payment of Rent, (vi) there exist no offsets or defenses to the payment of any portion of the Rents and Borrower has no monetary obligation to Operating Lessee under said lease the Operating Lease, (vii) Borrower has received no notice from Operating Lessee challenging the validity or enforceability of the Operating Lease, (iiviii) no person or entity has any possessory interest in, or right to occupy, any of the Individual Properties except under and pursuant to the Operating Lease and the commercial leases set forth on Schedule XI attached hereto, (ix) all work to be performed by Borrower under the Operating Lease has been performed as required and has been accepted by Operating Lessee, (x) any amendment payments, free rent, partial rent, rebate of rent or modification other payments, credits, allowances or abatements required to be given by Borrower to Operating Lessee has already been received by Operating Lessee, and (xi) Operating Lessee does not have a right or option pursuant to the Operating Lease or otherwise to purchase all or any part of the lease made without leased premises or the consent Improvements of Beneficiary or such successor in interest. which the leased premises are a part. (b) Each lease shall also provide thatof Borrower and Operating Lessee represents and warrants to Lender that none of the Individual Properties are subject to any Major Leases, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentother than the Operating Lease.

Leases. Borrower shall not execute (aor permit Mortgage Borrower or Maryland Owner to execute) Grantor will not (i) execute an assignment of the rents any Lease for all or any part thereof from portion of any Individual Property (a "New Lease"), except for the Premises Master Lease, the Operating Lease and any Non-Material Lease, without BeneficiaryLender's prior written consent, (ii) except where the lessee is in default thereunderwhich consent shall not be unreasonably withheld, terminate conditioned or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter delayed. Borrower shall cause to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will performed at all times promptly and faithfully performin all material respects and subject to any grace and cure periods set forth therein, or cause to be performedif any, all of the material covenants, conditions and agreements contained in all leases of the Premises or portions thereof Master Lease, now or hereafter existing, on the part of the lessor landlord and tenant thereunder to be kept and performed and will performed. Borrower shall not permit Mortgage Borrower or Maryland Owner to do or cause to be done or to be suffered to be done any act that would reasonably be expected to result in a default by Mortgage Borrower or Maryland Owner under the Master Lease, a default by Master Tenant under any Operating Lease or permit the Master Tenant or the Operator thereunder to withhold any payment of Rent and, shall not assign, sublet or otherwise Transfer, except for Permitted Encumbrances, or permit the assignment, sublet or other Transfer of, the Master Lease or the Operating Lease or any Rents thereunder or other payments. Borrower, at all times do all things reasonably necessary no cost or expense to compel performance by the lessee under each lease of all obligationsLender, covenants and agreements by such lessee shall cause to be performed and observed each and every material condition and covenant under the Master Lease to be performed or observed by the landlord thereunder and enforce (short of termination) the performance and observance by Master Tenant of each and every material condition and covenant under the Master Lease to be performed or observed by the tenant thereunder, and shall, through the exercise of its rights under the Master Lease, cause the Master Tenant to enforce (short of termination) the performance and observance by the Operator of each and every material covenant and condition under the Operating Lease to be performed by the tenant thereunder. If any Borrower shall not, without the prior written consent of such leases provide for Lender, permit the giving by the lessee of certificates with respect to the status of such leasesmodification, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event amendment, supplement or restatement of the enforcement by Trustee Master Lease or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, Operating Lease (provided, however, that said successor an Operating Lease may be terminated and/or surrendered and the Master Lease may be amended to reflect same solely in interest connection with a Permitted Release, Unlicensed Facility Release, Affected Property Release, Limited Cure Release or substitution of an Individual Property pursuant to Sections 2.6, 5.1.28, 6.4(d), 8.1(c) and 2.5 of the Mortgage Loan Agreement, respectively and pursuant to Sections 2.6, 5.1.33, 8.1(c) and 2.5 hereof), or permit the termination or surrender of the Master Lease or the Operating Lease, or permit the release or waiver of the Master Tenant or the Operator from the performance or observance of any material obligation or condition under the Leases (other than Non-Material Leases), and at all times during the term of the Loan, and each Operator shall guaranty the payment obligations of each other Operator under its respective Operating Lease. Except with respect to occupancy or residency agreements for residents at the Facilities and Non-Material Leases, Borrower shall not be bound by (i) permit the prepayment of any payment of rent or additional rent rents under the Leases for more than one (1) month prior to the due date thereof. Notwithstanding the foregoing, Lender shall not unreasonably withhold its consent to any modification, amendment or waiver of any provision of an Operating Lease or the Master Lease as may be reasonably necessary to comply with the requirements of this Agreement, any other Loan Document or any Mortgage Loan Document, any Legal Requirement or Health Care Requirement, or that makes the provisions of the Operating Lease and/or the Master Lease consistent with the provisions of this Agreement, any other Loan Document or any Mortgage Loan Document. Notwithstanding anything contained in advancethis Section 5.1.22 to the contrary, except prepayments in (a) Lender's consent to any material amendment, modification, supplement or restatement of the nature Master Lease shall also be conditioned on (1) the delivery by Borrower of security for an Additional Insolvency Opinion and an Additional True-Lease Opinion acceptable to Lender and (2) the performance by said lessee satisfaction of its obligations under said lease or the applicable REIT Representations and Covenants related to Leases, and (iib) Lender's consent to (i) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.New Lease other than Non-Material Leases,

Leases. THE MORTGAGOR HAS ENTERED INTO A LEASE APPROVED IN WRITING BY MORTGAGEE FOR EACH OF THE 4 PROPERTIES ENCUMBERED HEREBY WITH EITHER BRIAD RESTAURANT GROUP, L.L.C. ("BRG") OR BRIAD WENCO, L.L.C. ("BW"; BRG AND BW ARE HEREIN INDIVIDUALLY AND COLL▇▇▇▇▇▇▇▇ ▇EFERRED TO AS "BRIAD TENANT"; EACH SUCH APPROVED LEASE WITH A BRIAD TENANT AND ANY FUTURE LEASE APPROVED IN WRITING BY MORTGAGEE IS HEREIN INDIVIDUALLY AND COLLECTIVELY CALLED AN "APPROVED LEASE"). Pursuant to Section 2131-f of the New York Real Property Law, Mortgagor shall NOT, EXCEPT AS PERMITTED BY THE COMMITMENT LETTER, (a) Grantor will not (i) execute an assignment of the rents amend, cancel, abridge, terminate, or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of otherwise modify any lease of the Premises or of any part thereof, now existing portion thereof (OR ANY GUARANTY RELATING THERETO) or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (ivb) accept prepayments any prepayment of installments of rent to become due thereunder for more than one month in advance, without the prior written consent of Mortgagee. Mortgagor shall NOT make any new lease in place of or any lease renewal or extension of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions any portion thereof now or hereafter existing(other than those that Mortgagor as landlord may be required to grant by the terms of an existing lease) without the prior written consent of Mortgagee, on Upon request by Mortgagee, Mortgagor shall promptly furnish to Mortgagee a written statement containing the part names and mailing addresses of all lessees (OR ANY GUARANTORS OF THE LEASE) of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by Premises or of any portion thereof, the lessee under each lease terms of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such their respective leases, Grantor shall exercise its right to request such certificates within five the space occupied and the rentals payable thereunder and copies of their respective leases (5AND ANY GUARANTEES) days of any demand therefor by Beneficiary and shall deliver copies thereof cooperate in effecting delivery of notice of this covenant to Beneficiary promptly upon receipteach affected lessee. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.

Leases. (a) Grantor will not The Borrower may enter into, terminate, amend and modify any leases for rentable space in the Mortgaged Properties in its discretion, provided (i) execute an assignment without Administrative Agent’s prior written consent in each instance: (A) no Major Lease of the rents rentable space at any Mortgaged Property shall be terminated, and (B) no Major Lease shall be modified or any part thereof from the Premises without Beneficiary's prior consentamended, and no new Major Lease shall be entered into, and (ii) except where the lessee is without Majority Lenders prior written consent in default thereunder, terminate or consent to the cancellation or surrender of any lease each instance: (A) no Majority Lender Lease of the Premises rentable space at any Mortgaged Property shall be terminated, and (B) no Majority Lender Lease shall be modified or amended, and no new Majority Lender Lease shall be entered into. Administrative Agent and each of any part thereof, now existing or hereafter to the Lenders shall be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into provided with a new lessee having a credit standing at least equivalent to that full and complete copy of the lessee whose each proposed lease was cancelled, on substantially the same terms as the terminated and any amendment or cancelled modification thereof. Any lease, (iii) modify any such lease or modification or amendment of lease, which has been so approved by Administrative Agent or the Majority Lenders, and, if so requested by Administrative Agent as to shorten which the unexpired term thereof tenant has executed an SNDA Agreement, estoppel certificate, or so as both, acceptable to decreaseAdministrative Agent, waive and any lease, or compromise in any manner the amount modification or amendment of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property which does not require Administrative Agent’s or the security hereofMajority Lenders approval, shall be an “Approved Lease”. (b) Grantor will not execute any lease of all or Any request by Borrower for an approval with respect to leasing matters shall be accompanied, at a substantial portion of the Premises except for actual occupancy minimum, by the lessee thereunder following: (i) the proposed lease or its property manager, amendment or modification thereof complete with all applicable schedules and will at all times promptly and faithfully perform, or cause to be performed, all exhibits; (ii) a complete copy of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates proposed guaranty; (iii) comprehensive financial information with respect to the status proposed tenant, sub-tenant or assignee and, if applicable, the proposed guarantor (as to new leases or amendments or modifications to existing leases involving material economic changes, and as to proposed sub-lets or assignments); (iv) a brief written summary of the proposed permitted uses and a discussion of how such leasesuses relate to other tenancies then existing at the Property; (v) an executive summary of the terms and conditions of the proposed lease, Grantor shall exercise its right sub-lease or assignment, and, if applicable, the proposed guaranty; and (vi) an executive summary of the facts and conditions relating to request such certificates within five (5) days any proposed termination of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receiptlease. (c) In The Administrative Agent and/or the event Majority Lenders shall act on requests from Borrower for any approval under Section 6.11(a) in a commercially reasonable manner and shall use commercially reasonable efforts to respond to any such request within ten (10) Business Days following Administrative Agent’s or Lenders’ receipt thereof. Administrative Agent’s or the Majority Lenders’ response may consist of an approval or disapproval of the enforcement by Trustee request, or Beneficiary a conditional approval thereof subject to specified conditions, or a request for further data or information, or any combination thereof. In order to expedite the processing of the remedies provided requests for hereby or by lawsuch approvals, the lessee under Borrower agrees to provide Administrative Agent and each of the leases Lenders with as much advance information as is possible in a commercially reasonable manner in advance of Borrower’s formal request for an approval. (d) Administrative Agent shall have the Premise will, upon request of any person succeeding right to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall require each tenant to execute and deliver to Administrative Agent a subordination, non-disturbance of possession and attornment agreement (“SNDA Agreement”) in form, content and manner of execution acceptable to Administrative Agent and, from time to time, an instrument or instruments confirming such attornmentestoppel certificate in form and manner of execution acceptable to Administrative Agent.

Leases. (a) Grantor will shall not (i) execute an assignment or pledge of any Lease, relating to all or any portion of the rents Trust Property other than in favor of Beneficiary, or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate execute or consent permit to the cancellation or surrender of exist any lease Lease not permitted by Section 4.12(6) of the Premises or Indenture, without the prior written consent of any part thereofBeneficiary, now existing or hereafter such consent not to be made, having an unexpired term of one (1) year unreasonably withheld or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereofdelayed. (b) Grantor will As to any Lease not execute any lease of all or a substantial portion permitted by Section 4.12(6) of the Premises except for actual occupancy Indenture, which is consented to by the lessee thereunder or its property managerBeneficiary, and will at all times Grantor shall: (i) promptly and faithfully perform, or cause to be performed, perform all of the covenants, conditions and agreements contained in all leases provisions of the Premises or portions thereof now or hereafter existing, Lease on the part of the lessor thereunder to be kept and performed and will at performed; (ii) promptly enforce all times do all things reasonably necessary to compel performance by of the provisions of the Lease on the part of the lessee under each lease of all obligations, covenants and agreements by such lessee thereunder to be performed thereunder. If performed; (iii) appear in and defend any action or proceeding arising under or in any manner connected with the Lease or the obligations of such leases provide for the giving by Grantor as lessor or of the lessee of certificates thereunder; (iv) exercise, within 5 days after a request by Beneficiary, any right to request from the lessee a certificate with respect to the status of such leases, Grantor shall exercise its right thereof; (v) simultaneously deliver to request such certificates within five (5) days Beneficiary copies of any demand therefor by Beneficiary and shall notices of default which Grantor may at any time forward to or receive from the lessee; (vi) promptly deliver copies thereof to Beneficiary a fully executed counterpart of the Lease; and (vii) promptly deliver to Beneficiary, upon receiptBeneficiary’s request, an assignment of the Grantor’s interest under such Lease. (c) Grantor shall deliver to Beneficiary, within 10 days after a written request by Beneficiary, a written statement, certified by Grantor as being true, correct and complete, containing the names of all lessees and other occupants of the Trust Property, the terms of all Leases and the spaces occupied and rentals payable thereunder, and a list of all Leases which are then in default, including the nature and magnitude of the default. (d) All Leases entered into by Grantor after the date hereof, if any, and all rights of any lessees thereunder shall be subject and subordinate in all respects to the lien and provisions of this Deed of Trust unless Beneficiary shall otherwise elect in writing. (e) As to any Lease now in existence or subsequently consented to by Beneficiary, Grantor shall not accept a surrender or terminate, cancel, rescind, supplement, alter, revise, modify or amend such Lease or permit any such action to be taken nor shall Grantor accept the payment of rent more than 30 days in advance of its due date. (f) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by lawany remedy under this Deed of Trust, the lessee under each of the leases of the Premise willLease shall, upon request of if requested by Beneficiary or any other person succeeding to the interest of Grantor Beneficiary as a result of such enforcement, automatically become the lessee of said attorn to Beneficiary or to such person and shall recognize Beneficiary or such successor in interest, interest as lessor under the Lease without change in the terms or other provisions of such leasethereof, provided, provided however, that said Beneficiary or such successor in interest shall not be bound by be: (i) bound by any payment of an installment of rent or additional rent for which may have been made more than one (1) month in advance, except prepayments in 30 days before the nature due date of security for the performance by said lessee of its obligations under said lease or such installment; (ii) bound by any amendment or modification of to the lease Lease made without the consent of Beneficiary (which consent shall not be unreasonably withheld) or such successor in interest; (iii) liable for any previous act or omission of Grantor (or its predecessors in interest); (iv) responsible for any monies owing by Grantor to the credit of such lessee or subject to any credits, offsets, claims, counterclaims, demands or defenses which the lessee may have against Grantor (or its predecessors in interest); (v) bound by any covenant to undertake or complete any construction of the Premises or any portion thereof, or (vi) obligated to make any payment to such lessee other than any security deposit actually delivered to Beneficiary or such successor in interest. Each lease shall also provide thatlessee or other occupant, upon request by said Beneficiary or such successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment. In addition, Grantor agrees that each Lease entered into after the date of this Deed of Trust shall include language to the effect of subsections (d)-(f) of this Section; provided that the provisions of such subsections shall be self-operative and any failure of any Lease to include such language shall not impair the binding effect of such provisions on any lessee under such Lease.

Leases. (a) Grantor will Borrower shall not enter into any Lease, other than the Ground Lease without the prior written consent of Lender. (b) With respect to all Leases in effect from time to time, including the Ground Lease, Borrower (i) execute an assignment of shall observe and perform the rents or any part thereof from obligations imposed upon the Premises without Beneficiary's prior consent, lessor under the Leases in a commercially reasonable manner; (ii) except where shall enforce the lessee is terms, covenants and conditions contained in default thereunder, terminate or consent to the cancellation or surrender of any lease Leases upon the part of the Premises or of any part thereof, now existing or hereafter Tenants thereunder to be made, having an unexpired term of one (1) year observed or moreperformed in a commercially reasonable manner, provided, however, that any lease may be cancelled if promptly after the cancellation Borrower shall not terminate or accept a surrender thereof of a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, Lease without Lender’s prior approval; (iii) modify shall not collect any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for Rents more than one (1) month in advance, except prepayments advance (other than security deposits); and (iv) shall not execute any assignment of lessor’s interest in the nature Leases or the Rents (except as contemplated by the Loan Documents) Upon request, Borrower shall furnish Lender with executed copies of all Leases in effect from time to time. Borrower shall promptly send copies to Lender of all written notices of default which Borrower shall receive under any of the Leases. All security for deposits of Tenants, whether held in cash or any other form, shall be held in compliance with all Legal Requirements, shall not be commingled with any other funds of Borrower and, if cash, shall be deposited by Borrower at a separately designated account under Borrower’s control at the performance Clearing Bank. After the occurrence of an Event of Default, Borrower shall, upon Lender’s request, if permitted by said lessee applicable Legal Requirements, cause all such security deposits (and any interest theretofore earned thereon) to be transferred into the Deposit Account (which shall then be held by Deposit Bank in a separate Account), which shall be held by Deposit Bank subject to the terms of its obligations the Leases. Any bond or other instrument which Borrower is permitted to hold in lieu of cash security deposits under said lease or any applicable Legal Requirements (i) shall be maintained in full force and effect in the full amount of such deposits unless replaced by cash deposits as herein above described, (ii) shall be issued by an institution reasonably satisfactory to Lender, (iii) shall, if permitted pursuant to any amendment Legal Requirements, name Lender as payee or modification mortgagee thereunder (or at Lender’s option, be fully assignable to Lender), and (iv) shall in all respects comply with any applicable Legal Requirements and otherwise be reasonably satisfactory to Lender. Borrower shall, upon request, provide Lender with evidence satisfactory to Lender of Borrower’s compliance with the foregoing. Notwithstanding the foregoing, so long as no Default or Event of Default then exists, Lender shall not unreasonably withhold, condition or delay its consent with respect to approving any Lease related transaction described in Section 4.1.10 above which is proposed by Borrower with respect to the Property so long as such proposed Lease transaction, (a) is ordinary and customary when considering the ownership and operation of the lease made without Property, (b) will not materially interfere with the consent benefits of Beneficiary the security intended to be provided by the Security Instrument and this Agreement, (c) will not materially and adversely affect the value of the Property, (d) will not impair the use or such successor operations of the Property (as currently used), and (e) will not impair Borrower’s ability to pay its Obligations in interesta timely manner. Each lease shall also provide thatIN CONNECTION WITH ANY REQUEST WITH RESPECT TO A LEASE TRANSACTION MEETING THE CRITERIA OUTLINED ABOVE, upon request by said successor in interestLENDER OR LENDER’S SERVICER, such lessee shall execute and deliver an instrument or instruments confirming such attornmentAS APPLICABLE, MUST GRANT OR WITHHOLD ITS APPROVAL IN A PROMPT AND REASONABLE TIME FRAME FOLLOWING ITS RECEIPT OF ANY REQUIRED MATERIALS RELATING TO THE PROPOSED LEASE TRANSACTION (I.E., LENDER OR LENDER’S SERVICER, AS APPLICABLE, MAY NOT UNREASONABLY DELAY THE TIMING OF THE APPROVAL PROCESS).

Leases. The Company Disclosure Schedules list all leases and other agreements under which either the Company or the Subsidiary is lessee or lessor of any material Asset (a) Grantor will not (i) execute an assignment including Real Property), or holds, manages or operates any material Asset owned by any third party, or under which any material Asset owned by the Company is held, operated or managed by a third party. Either the Company or the Subsidiary is the owner and holder of all the leasehold estates purported to be granted by the leases and other agreements listed on the Company Disclosure Schedules and is the owner of all material equipment, material machinery and other material Assets thereon or in buildings and structures thereon, in each case free and clear of all Encumbrances other than Permitted Encumbrances. Each such lease and other agreement is in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the Company or the Subsidiary and, to the Knowledge of the rents Company, the other parties thereto, except as the enforceability thereof may be limited by general principles of equity and applicable bankruptcy, insolvency, reorganization or any part similar laws generally and grants the leasehold estate it purports to grant, free and clear of all Encumbrances other than Permitted Encumbrances. To the Knowledge of the Company, all necessary governmental approvals with respect thereto have been obtained, all necessary filings or registrations therefor have been made, and there have been no threatened cancellations thereof from and there are no outstanding disputes thereunder which would reasonably be expected to result in a Material Adverse Effect. Either the Premises without Beneficiary's prior consentCompany or the Subsidiary has performed all obligations thereunder required to be performed by it to date, (ii) except where a failure to perform would not result in a Material Adverse Effect. Neither the lessee Company, the Subsidiary nor, to the Knowledge of the Company, any other party thereto is in default thereunder, terminate or consent to the cancellation or surrender in respect of any lease of the Premises foregoing, and there has not occurred any event which (whether with or without notice, lapse of time or the happening or occurrence of any part thereofother event) would constitute such a default, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof except in either case as would not result in a new lease is entered into with a new lessee having a credit standing at least equivalent to that Material Adverse Effect. All of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount material Assets of the rents payable thereunder or materially expand Company and the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents Subsidiary subject to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leasesare in good operating condition, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary normal wear and shall deliver copies thereof to Beneficiary promptly upon receipttear excepted. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.

Leases. (a) Grantor will not (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consentTrue, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease correct and complete copies of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise willProperty and any amendments thereto (collectively, upon request the "Leases"), have been delivered to FWRLP. Attached hereto as Exhibit B is a description of all of the Leases and a current rent schedule ("Rent Schedule") covering the Leases, which is true and correct in all material respects. There are no leases or tenancies of any person succeeding space in the Property other than those set forth in Exhibit B or, to the interest of Grantor Contributor's knowledge, any subleases or subtenancies unless otherwise noted therein. Except as a result of such enforcement, automatically become the lessee of said successor otherwise set forth in interest, without change Exhibit B or elsewhere in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by this Agreement: (i) any payment The Leases are in full force and effect and to the best of rent or additional rent for more than one (1) month in advancethe Contributor's knowledge constitute a legal, except prepayments in valid and binding obligation of the nature of security for the performance by said lessee of its obligations under said lease or respective tenants; (ii) no tenant has an option to purchase the Property or any amendment portion thereof; (iii) no renewal or modification expansion options have been granted to the tenants, except as provided in the Leases; (iv) to the best of the lease made without Contributor's knowledge, the consent Contributor is not in default under any of Beneficiary the Leases; (v) the rents set forth on the Rent Schedule are being collected on a current basis and there are no arrearages in excess of one month, except as indicated in Exhibit B hereto, nor has any tenant paid any rent, additional rent or other charge of any nature for a period of more than thirty (30) days in advance; (vi) all work for tenant alterations and other work or materials contracted for by the Contributor and any tenant has been completed by the Contributor, and all work and materials have been fully paid for or will be paid for by Closing except as indicated on Exhibit B; (vii) the Contributor has not sent written notice to any tenant claiming that such successor tenant is in interest. Each lease shall also provide thatdefault, upon request which default remains uncured, and to the best of the Contributor's knowledge, no tenant is in default under its Lease, except as indicated in Exhibit B hereto; (ix) no action or proceeding instituted against the Contributor by said successor any tenant is presently pending in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.any court; and (x) there are no security deposits other than those set forth in Exhibit B.

Leases. (a) Grantor will not (i) execute an assignment of The tenant listed in the rents Rent Roll is the only tenant occupying the Property through Seller, and to Seller's knowledge there are no other leases, tenancies or other arrangements under which any other party has a right to occupy all or any part thereof from of the Premises without Beneficiary's prior consentProperty. A copy of all Leases, (ii) and all amendments thereto and guaranties thereof, if any, have been furnished by Seller to Buyer and the copies so provided are true, correct and complete. The Leases have not been amended, modified or terminated except where the lessee is in default thereunder, terminate or consent for any amendments delivered to Buyer pursuant to the cancellation or surrender of preceding sentence. No tenant under any lease of the Premises Leases has any renewal or expansion options except as set forth in the Leases and no tenant has any purchase options, rights of first offer or first refusal or any other options applicable to the Property or any part thereof. No tenant possess any credit, now existing offset or hereafter claim against its obligation to be madepay rent, having an unexpired term by reason of one (1) year prepayment or moreotherwise, providedsubject, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates tenant’s rights with respect to its security deposit. The Leases are presently in full force and effect and there are no defaults, nor have any events occurred which, with the status passage of such leasestime or giving of notice, Grantor shall exercise its or both, would constitute defaults, by Seller thereunder; and, to Seller’s knowledge, there are no defaults, nor have any events occurred which, with the passage of time or giving of notice, or both, would constitute defaults, by any tenant thereunder. Seller has not received any notice from any tenant asserting a claim, default or right to request such certificates within five (5) days set-off rent by reason of the landlord’s failure to perform its obligations pursuant to the Leases nor any notice asserting a claim by any tenant to a right to a▇▇▇▇ rent. For purposes of this Agreement and any document delivered at Closing, whenever the phrase "to Seller's knowledge," or the "knowledge" of any demand therefor by Beneficiary Seller or words of similar import are used, they shall be deemed to refer to facts within the actual knowledge only of L▇▇▇▇▇ “B▇▇” Bridge and shall deliver copies thereof no others, at the times indicated only, without duty of inquiry whatsoever. Buyer acknowledges that the individuals named above are named solely for the purpose of defining and narrowing the scope of Seller's knowledge and not for the purpose of imposing any liability on or creating any duties running from such individuals to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request Buyer. Buyer covenants that it will bring no action of any person succeeding kind against such individuals, any shareholder, manager, officer partner or member of Seller, as applicable, or related to the interest or arising out of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute these representations and deliver an instrument or instruments confirming such attornmentwarranties.

Leases. (a) Grantor will not All Leases and all renewals, extensions, amendments, assignments and subleases and modifications of Leases executed after the date hereof shall (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consentprovide for rental rates comparable to existing local market rates for similar properties, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled leasecommercially reasonable terms, (iii) modify provide that such Lease is subordinate to the Security Instrument and that the lessee will attorn to Lender and any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunderpurchaser at a foreclosure sale, (iv) accept prepayments of more than one month of not contain any installments of rents to become due terms which would materially adversely affect Lender's rights under such leases, except prepayments in the nature of security for the performance of the lessees thereunderLoan Documents, (v) modifybe written substantially in accordance with the standard form of Lease which shall have been approved by Lender (subject to any commercially-reasonable changes made in the course of negotiations with the applicable Tenant), release or terminate any guaranties of any such lease or (vi) not be to an Affiliate of Borrower or any Borrower Party, and (vii) not contain any option to purchase, any right of first refusal to purchase, or any right to terminate (except in any other manner impair the value event of the Mortgaged Property destruction or condemnation of substantially all of . the security hereofProperty). All Major Leases and all renewals, extensions, amendments, assignments and subleases (other than assignments or subleases expressly permitted under any Major Lease pursuant to a unilateral right of the Tenant thereunder not requiring the consent of Borrower) and modifications thereof executed after the date hereof shall be subject to Lender's prior approval, which approval shall not be unreasonably withheld, conditioned, or delayed. (b) Grantor will not execute any lease of all or Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a substantial portion of commercially reasonable manner; (ii) shall enforce the Premises except for actual occupancy by the lessee thereunder or its property managerterms, covenants and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on Leases upon the part of the lessor lessee thereunder to be kept and observed or performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as in a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, commercially reasonable manner; provided, however, that said successor in interest Borrower shall not be bound by terminate or accept a surrender of a Major Lease without Lender's prior approval; (iiii) shall not collect any payment of rent or additional rent for the Rents more than one (1) month in advance, except prepayments advance (other than security deposits); (iv) shall not execute any assignment of lessor's interest in the nature Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change any Lease so as to change the amount of security or payment date for rent, change the performance by said lessee of its expiration date, grant any option for additional space or term, materially reduce the obligations under said lease or (ii) any amendment or modification of the lease made lessee or increase the obligations of lessor; (vi) shall hold all security deposits under all Leases in accordance with Legal Requirements; and (vii) shall not permit or consent to any assignment or sublease of any Major Lease without Lender's prior written approval (other than assignments or subleases expressly permitted under any Major Lease pursuant to a unilateral right of the Tenant thereunder not requiring the consent of Beneficiary Borrower) such approval not to be unreasonably withheld, conditioned, or delayed. Upon request, Borrower shall furnish Lender with executed copies of all Leases. DMEAST #17478116 v7 43 (c) Borrower agrees to promptly furnish to Lender all material written correspondence received from Tenants (including notices of default) or prospective Tenants concerning existing and/or prospective Leases, and notwithstanding anything contained herein to the contrary, Borrower shall not willfully withhold from Lender any information regarding renewal, extension, amendment, modification, waiver of provisions of, termination, rental reduction of, surrender of space of, or shortening of the term of, any Lease during the term of the Loan. Borrower further agrees to provide Lender with written notice of a Tenant "going dark" under such successor Tenant's Lease within five (5) Business Days after such Tenant "goes dark" and Borrower's failure to provide such notice shall constitute an Event of Default. (d) Borrower shall notify Lender in interestwriting, within two (2) Business Days following receipt thereof, of Borrower's receipt of any Lease Termination Fee paid by any Tenant under any Lease, and Borrower further covenants and agrees that Borrower shall deposit such Lease Termination Fee with Lender in accordance with Section 6.6 hereof. (e) Notwithstanding anything to the contrary contained herein, to the extent Lender's prior approval is required for any leasing matters set forth in this Section 4.1.9, Lender shall have ten (10) Business Days from receipt of written request and all required information and documentation relating thereto in which to approve or disapprove such matter, provided that such request to Lender is marked in bold lettering with the following language: "LENDER'S RESPONSE IS REQUIRED WITHIN TEN (1 0) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER" and the envelope containing the request must be marked "PRIORITY". Each In the event that Lender fails to respond to the leasing matter in question within such time, Lender's approval shall be deemed given for all purposes. Borrower shall provide Lender with such information and documentation as may be reasonably required by Lender, including, without limitation, lease shall also provide that, upon request comparables and other market information as reasonably required by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentLender.

Leases. (a) Grantor will Mortgagor shall not (i) execute an assignment or pledge of the rents any Lease relating to all or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value portion of the Mortgaged Property other than in favor of Mortgagee, or (ii) without the security hereofprior written consent of Mortgagee, execute or permit to exist any Lease of any of the Mortgaged Property. (b) Grantor will not execute As to any lease of all or a substantial portion of the Premises except for actual occupancy Lease consented to by the lessee thereunder or its property managerMortgagee, and will at all times Mortgagor shall: (i) promptly and faithfully perform, or cause to be performed, perform all of the covenants, conditions and agreements contained in all leases provisions of the Premises or portions thereof now or hereafter existing, Lease on the part of the lessor thereunder to be kept and performed and will at performed; (ii) promptly enforce all times do all things reasonably necessary to compel performance by of the provisions of the Lease on the part of the lessee under each lease of all obligations, covenants and agreements by such lessee thereunder to be performed thereunder. If performed; (iii) appear in and defend any action or proceeding arising under or in any manner connected with the Lease or the obligations of such leases provide for the giving by Mortgagor as lessor or of the lessee of certificates thereunder; (iv) exercise, within 5 business days after a request by Mortgagee, any right contained in the Lease to request from the lessee a certificate with respect to the status of such leases, Grantor shall exercise its right thereof; (v) simultaneously deliver to request such certificates within five (5) days Mortgagee copies of any demand therefor by Beneficiary and shall notices of default which Mortgagor may at any time forward to or receive from the lessee; (vi) promptly deliver copies thereof to Beneficiary Mortgagee a fully executed counterpart of the Lease; and (vii) promptly deliver to Mortgagee, upon receiptMortgagee's request, an assignment of the Mortgagor's interest under such Lease. (c) In Mortgagor shall deliver to Mortgagee, within 10 days after a request by Mortgagee, a written statement, certified by Mortgagor as being true, correct and complete, containing the names of all lessees and other occupants of the Mortgaged Property, the terms of all Leases and the spaces occupied and rentals payable thereunder, and a list of all Leases which are then in default, including the nature and magnitude of the default; such statement shall be accompanied by credit information with respect to the lessees and such other information as Mortgagee may request. (d) All Leases entered into by Mortgagor after the date hereof, if any, and all rights of any lessees thereunder shall be subject and subordinate in all respects to the lien and provisions of this Mortgage unless Mortgagee shall otherwise elect in writing. (e) As to any Lease now in existence or subsequently consented to by Mortgagee, except to the extent expressly provided for in such Lease, Mortgagor shall not accept a surrender or terminate, cancel, rescind, supplement, alter, revise, modify or amend such Lease or permit any such action to be taken nor shall Mortgagor accept the payment of rent more than thirty (30) days in advance of its due date. (f) Each Lease entered into after the date hereof shall provide that any act or omission of Mortgagor that would give any lessee the right, immediately or after lapse of a period of time, to cancel or terminate such Lease, or to ▇▇▇▇▇ or offset against the payment of rent or to claim a partial or total eviction, such lessee shall not exercise such right until it has given written notice of such act or omission to Mortgagee and until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice without a remedy being effected. (g) Each Lease entered into after the date hereof shall provide that in the event of the enforcement by Trustee or Beneficiary Mortgagee of the remedies provided for hereby or by lawany remedy under this Mortgage, the lessee under each of the leases of the Premise willshall, upon request of if requested by Mortgagee or any other person succeeding to the interest of Grantor Mortgagee as a result of such enforcement, automatically become the lessee of said attorn to Mortgagee or to such person and shall recognize Mortgagee or such successor in interest, interest as lessor under the Lease without change in the terms or other provisions of such lease, thereof; provided, however, that said Mortgagee or such successor in interest shall not be bound by be: (i) bound by any payment of an installment of rent or additional rent for which may have been made more than one (1) month in advance, except prepayments in 30 days before the nature due date of security for the performance by said lessee of its obligations under said lease or such installment; (ii) bound by any amendment or modification of to the lease Lease made without the consent of Beneficiary Mortgagee or such successor in interest; (iii) liable for any previous act or omission of Mortgagor (or its predecessors in interest); (iv) responsible for any monies owing by Mortgagor to the credit of such lessee or subject to any credits, offsets, claims, counterclaims, demands or defenses which the lessee may have against Mortgagor (or its predecessors in interest); (v) bound by any covenant to undertake or complete any construction of the Premises or any portion thereof; or (vi) obligated to make any payment to such lessee other than any security deposit actually delivered to Mortgagee or such successor in interest. Each lease shall also provide thatlessee or other occupant, upon request by said Mortgagee or such successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.execute

Leases. No unrecorded written leases or oral leases affect the Property, excluding, however, (a) Grantor will not (i) execute an assignment rights of residents of the rents or any part thereof from facility on the Premises without Beneficiary's prior consentland pursuant to unrecorded residency agreements, (ii) except where the lessee is in default thereunderif any, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. and (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy that certain dated , by the lessee thereunder or its property managerand between, inter alia, Seller, as landlord, and will at all times promptly and faithfully perform, or cause as tenant (as amended to be performeddate, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder“Facility Lease”). If any of such leases provide for the giving by the lessee of certificates The Facility Lease is being terminated with respect to the status Property concurrently with the sale of the Property to Purchaser. As an inducement to the Title Company to insure over any defects, liens, encumbrances, adverse claims or other matters created, first appearing in the public records or attaching during the period between , 201 and date on which the deed conveying the Property from Seller to Purchaser is recorded in the official records of , (the “Recording Date”), and of which the undersigned (or any party claiming under the undersigned) had knowledge (“New Title Matters”), the undersigned hereby agrees to: (1) promptly remove, bond over or otherwise dispose of any such New Title Matters, and (2) hold harmless and indemnify the Title Company for any loss, cost, expense, claim or damage, including without limitation reasonable attorneys’ fees, arising from the undersigned’s failure to so remove, bond over or otherwise dispose of any such New Title Matters. The undersigned’s obligations under the preceding sentence shall expire thirty (30) days after the Recording Date unless the Title Company, on or before the expiration of such leasesthirty (30) day period, Grantor notifies the undersigned in writing of any New Title Matters. Additionally, the undersigned shall exercise its right not incur any liabilities or obligations hereunder with respect to request such certificates within five any New Title Matters arising after the earlier of (5i) fifteen (15) days from the date hereof and (ii) the Recording Date. The undersigned authorized signatory executing this declaration on behalf of any demand therefor Seller is not executing this declaration individually, but solely in his or her capacity as an authorized signatory of Seller. EXECUTED this day of , 201 . [ ], a [ ] By: Name: Title: FOR VALUE RECEIVED, the receipt and sufficiency of which are hereby acknowledged, , a (“Grantor”), hereby grants to , a (“Grantee”), all of that certain real property more particularly described in Schedule 1 attached hereto and incorporated herein by Beneficiary this reference (the “Property”), subject to (a) all non-delinquent real property taxes, (b) all non-delinquent special assessments, if any, and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In all other liens, leases, easements, encumbrances, covenants, conditions, restrictions and other matters of record. Grantor does hereby covenant and agree to and with Grantee that GRANTOR WILL WARRANT AND DEFEND the event Property against all persons lawfully claiming, or to claim the same, by, through or under Grantor and none other, subject to the above matters. Except as aforesaid, Grantor makes no other warranties of title relative to the Property. Dated: , 20 [ ], a [ ] By: Name: Title: STATE OF ILLINOIS ) ) ss. COUNTY OF ▇▇▇▇ ) I certify that I know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this document. On this day of , 20 , before me personally appeared , to me known to be the of [ ], the [ ] that executed the within and foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument. WITNESS my hand and official seal hereto affixed the date and year first above written. Notary Public in and for the State of Residing at My commission expires: Type or Print Notary Name ARTICLE I DEFINITIONS 3 1.1. Definitions 3 ARTICLE II SALE AND PURCHASE OF ASSETS 6 2.1. Agreement to Sell and Purchase 6 ARTICLE III PURCHASE PRICE; PRORATIONS 7 3.1. Purchase Price; Prorations 7 3.2. Taxes; Fees 7 3.3. Prorations 7 ARTICLE IV ASSETS AND EXCLUDED ASSETS 8 4.1. Assets 8 4.2. Excluded Assets 10 ARTICLE V ASSUMED OBLIGATIONS 11 5.1. Assumed Kindred Contracts 11 ARTICLE VI CLOSING 12 6.1. Closing 12 ARTICLE VII MEDICARE PROVIDER AGREEMENT 12 7.1. Kindred’s Medicare Provider Agreement 12 7.2 Kindred’s Medicaid Provider Agreement 12 ARTICLE VIII CHANGE OF OWNERSHIP OF THE FACILITY 13 8.1. Licensure Approvals 13 8.2. Cost Reports 13 ARTICLE IX TRANSFER OF RESIDENT TRUST FUNDS 15 9.1. Resident Trust Funds 15 ARTICLE X EMPLOYEES 16 10.1. Hired Employees 16 10.2. Employees and Benefits 17 ARTICLE XI ACCOUNTS RECEIVABLE 17 11.1. Accounts Receivable 17 11.2. Receipts by New Operator 17 11.3. Receipts by Kindred 18 11.4. Other Receipts 18 11.5. Accounting for Accounts Receivable 19 ARTICLE XII REPRESENTATIONS AND WARRANTIES 20 12.1. Kindred’s Representations 20 12.2. New Operator’s Representations 22 ARTICLE XIII INTERIM OPERATIONS AND UNDERTAKINGS 24 13.1. Conduct of Business Pending Closing 24 13.2. Prohibited Actions of Kindred Pending Closing 24 13.3. Access 25 13.4. Information Systems, Records, Etc. 25 13.5 Other Undertakings 26 13.6 Notice by Kindred of Certain Events 26 ARTICLE XIV CONDITIONS PRECEDENT 26 14.1. Conditions Precedent to New Operator’s Obligations 26 14.2. Conditions Precedent to Kindred’s Obligations 27 14.3. Waiver of Conditions Precedent 27 ARTICLE XV DELIVERIES AT CLOSING 27 15.1. Kindred’s Deliveries 27 15.2. New Operator’s Deliveries 28 ARTICLE XVI TERMINATION 28 16.1. Termination of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding Agreement 28 ARTICLE XVII FURTHER ASSURANCES; COVENANTS 28 17.1. Further Assurances 28 17.2. Covenants 29 17.3 Kindred Non-Solicitation 29 17.4 New Operator Non-Solicitation 29 17.5 Access to the interest Records 29 17.6 Final Reports and Actions; Insurance 30 ARTICLE XVIII INDEMNIFICATION 30 18.1. Indemnification by Kindred 30 18.2. Indemnification by New Operator 31 18.3. Period of Grantor as a result Indemnity 31 18.4. Notice to the Indemnifying Party 32 18.5. Non-Third Party Claims 32 18.6. Third Party Claims 32 18.7. Reimbursement 33 18.8. Exclusive Remedy 33 18.9 Kindred Guaranty 33 18.10 New Operator Guaranty 33 ARTICLE XIX MISCELLANEOUS 34 19.1. Effectiveness 34 19.2 Complete Understanding 34 19.3 Waiver 34 19.4 Applicable Law 34 19.5 Notices 34 19.6 Waiver of such enforcement, automatically become the lessee Jury Trial 35 19.7. Construction 35 19.8. Exhibits 35 19.9. Severability 35 19.10. Third Party Beneficiaries 35 19.11. Counterparts 35 19.12. Electronic Signatures 35 19.13. [Intentionally Omitted] 35 19.14. Headings 35 19.15. Assignment; No Beneficiaries 35 19.16. Publicity 36 19.17. Confidentiality 36 19.18. Notice of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute Investigations and deliver an instrument or instruments confirming such attornment.Default 36

Leases. (a) Grantor will not Borrower shall furnish Lender with executed copies of all Leases. All new Leases and renewals or amendments of Leases must (i) execute be entered into on an assignment arms-length basis with Tenants that are not affiliates of the rents or any part thereof from the Premises without Beneficiary's prior consentBorrower and whose identity and creditworthiness is appropriate for tenancy in property of comparable quality, (ii) except where the lessee is in default thereunderprovide for rental rates and other economic terms that, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereoftaken as a whole, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing are at least equivalent to then-existing market rates, based on the applicable market, and otherwise contain terms and conditions that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled leaseare commercially reasonable, (iii) modify any such lease so as to shorten the unexpired have an initial term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereundernot more than 10 years, (iv) accept prepayments of more than one month of any installments of rents not reasonably be expected to become due under such leases, except prepayments result in the nature of security for the performance of the lessees thereunder, a Material Adverse Effect and (v) modifybe subject and subordinate to the Security Instrument and contain provisions for the agreement by the Tenant thereunder to attorn to Lender and any purchaser at a foreclosure sale, release such attornment to be self-executing and effective upon acquisition of title to the Property by any purchaser at a foreclosure sale. Lender, at the request of Borrower (and at Borrower's sole cost and expense), shall enter into a subordination, attornment and non-disturbance agreement on Lender's then standard form (with such modifications thereto as may be reasonably acceptable to Lender) or terminate on such other form reasonably satisfactory to Lender, with respect to any guaranties Lease entered into after the Closing Date that expressly requires the delivery of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereofa subordination, attornment and non-disturbance agreement. (b) Grantor will Any Lease that does not execute any lease conform to the standards set forth in Section 5.7(a) shall be subject to the prior written consent of Lender, which consent shall not be unreasonably withheld, delayed or conditioned. In addition, all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property managernew Leases that are Major Leases, and will at all times promptly terminations, renewals and faithfully performamendments of Major Leases, and any surrender of rights under any Major Lease, shall be subject to the prior written consent of Lender. If Lender shall fail to respond to Borrower's request for such consent within ten (10) Business Days of Lender's receipt of such request accompanied by, as it relates to a new Lease, a comprehensive term sheet and reasonably detailed financial information about the proposed Tenant (to the extent available from such Tenant) or cause such other information required to appropriately evaluate the request made by Borrower in relation to the Lease, Borrower may deliver to Lender a second request for consent stating in bold and capitalized type that "LENDER'S FAILURE TO RESPOND TO THE ENCLOSED REQUEST WITHIN FIVE (5) BUSINESS DAYS SHALL BE DEEMED LENDER'S APPROVAL", provided that if LOAN AGREEMENT – Page 76 Lender has reasonably requested any additional material information with respect to the Tenant or any matter described herein (and such information is possessed by or available to Borrower), Borrower shall not have the right to send any such second request unless and until Borrower shall have delivered to Lender such additional information. In the event Lender fails to approve or disapprove such request within five (5) Business Days after Lender's receipt of such second request, such request shall be performeddeemed approved. To the extent Lender does not approve any item described herein which requires its consent, Lender agrees to provide a written explanation with such disapproval. (c) Borrower shall (i) observe and punctually perform all the material obligations imposed upon the lessor under the Leases; (ii) enforce all of the covenantsmaterial terms, covenants and conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, Leases on the part of the lessor lessee thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance observed or performed, short of termination thereof, except that Borrower may terminate any Lease following a material default thereunder by the lessee respective Tenant; (iii) not collect any of the rents thereunder more than one month in advance; (iv) not execute any assignment of lessor's interest in the Leases or associated rents other than the assignment of rents and leases under the Security Instrument; (v) not cancel or terminate any guarantee of any of the Major Leases without the prior written consent of Lender; and (vi) not permit any subletting of any space covered by a Lease or an assignment of the Tenant's rights under a Lease, except in strict accordance with the terms of such Lease. Borrower shall deliver to each lease new Tenant a Tenant Notice upon execution of such Tenant's Lease, and promptly thereafter deliver to Lender a copy thereof and evidence of such Tenant's receipt thereof. (d) Security deposits of Tenants under all obligationsLeases shall be held in compliance with Legal Requirements and any provisions in Leases relating thereto. Borrower shall maintain books and records of sufficient detail to identify all security deposits of Tenants separate and apart from any other payments received from Tenants. Subject to Legal Requirements, any bond or other instrument held by Borrower in lieu of cash security shall name Lender as payee or mortgagee thereunder or be fully assignable to Lender. Borrower hereby pledges to Lender each such bond or other instrument as security for the Indebtedness. During the continuance of an Event of Default, Borrower shall, upon Lender's request, deposit with Lender in an Eligible Account pledged to Lender an amount equal to the aggregate security deposits of the Tenants (and any interest theretofore earned on such security deposits and actually received by Borrower which are required to be made available to the appropriate Tenants in accordance with the Leases), and any such bonds, that Borrower had not returned to the applicable Tenants or applied in accordance with the terms of the applicable Lease (and failure to do so shall constitute a misappropriation of funds pursuant to Section 9.19(b)). (e) Borrower shall promptly deliver to Lender a copy of each written notice from a Tenant under any Major Lease claiming that Borrower is in default in the performance or observance of any of the material terms, covenants and agreements by such lessee or conditions thereof to be performed thereunderor observed by Borrower. If Borrower shall use commercially reasonable efforts to provide in each Major Lease executed after the Closing Date to which Borrower is a party that any Tenant delivering any such notice shall send a copy of such leases provide for the giving by the lessee of certificates with respect notice directly to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receiptLender. (cf) In All agreements entered into by or on behalf of Borrower that require the event payment of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms Leasing Commissions or other provisions of such lease, provided, however, that said successor in interest similar compensation to any party shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in provide that LOAN AGREEMENT – Page 77 the nature of security for the performance by said lessee of its obligations under said lease or obligation will not be enforceable against Lender and (ii) any amendment or modification be subordinate to the lien of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentSecurity Instrument.