Common use of Leases Clause in Contracts

Leases. Except as expressly provided herein, Seller shall, and shall cause each of Property Manager, Illinois Manager and Riverside LLC to, refrain from amending any existing Lease without Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability to interfere with the administration by Seller, Property Manager, Illinois Manager or Riverside LLC of any existing Lease as required by the terms of such Lease. In addition, except as expressly provided herein, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall enter into any new leases with respect to the Property (each, a “Proposed New Lease”), without Purchaser’s written approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser does not approve any such Proposed New Lease, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration of the aforesaid five (5) Business Day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect to any lease with respect to the Real Property executed between the date of this Agreement and the Closing Date shall be paid by Purchaser.

Leases. Except (a) Upon Lender’s request, Borrower shall furnish Lender with executed copies of all Leases, together with a detailed breakdown of income and cost associated therewith to the extent the same has been prepared by Borrower. All new Leases and renewals or amendments of Leases must be entered into on an arms-length basis with Tenants whose identity and creditworthiness, in Borrower’s good faith judgment, is appropriate for tenancy in property of comparable quality, must provide for rental rates and other economic terms which, in Borrower’s good faith judgment, taken as expressly provided hereina whole, Seller shallare at least equivalent to then-existing market rates, based on the applicable market, and shall cause must contain terms and conditions that are commercially reasonable (in each of Property Managercase, Illinois Manager and Riverside LLC to, refrain from amending any existing unless Lender consents to such Lease without Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability in its sole discretion). Subject to interfere with the administration by Seller, Property Manager, Illinois Manager or Riverside LLC of any existing Lease as required by the terms of the Encumbered Property Debt Documents, all new Leases must provide that they are subject and subordinate to any current or future mortgage financing on the applicable Property and that the Tenant agrees to attorn to any foreclosing mortgagee at such mortgagee’s request, provided such mortgagee agrees to not disturb such Tenant’s tenancy except in accordance with its Lease. In addition. (b) All new Leases which are Major Leases, except as expressly provided hereinand all terminations, neither Seller nor renewals and material amendments of Major Leases, and any surrender of Property Managerrights under any Major Lease, Illinois Manager and Riverside LLC shall enter into any new leases with respect be subject to the Property (each, a “Proposed New Lease”), without Purchaser’s prior written approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy consent of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the sameLender, which approval consent shall not be unreasonably withheld, conditioned or delayed. In To facilitate Borrower’s leasing process, Borrower shall have the event right to present prospective leasing transactions to Lender for its approval prior to the negotiation of a final Lease. Such presentation shall include a summary term sheet of all material terms of the proposed Lease or a draft of the proposed Lease together with any additional information concerning such proposed Lease and the proposed Tenant thereunder as may be reasonably requested by Lender (the “Lease Term Sheet”). Each request for approval of a Lease or a Lease Term Sheet shall be submitted to Lender in an envelope marked “URGENT – LENDER’S ATTENTION REQUIRED WITHIN 7 BUSINESS DAYS”, together with (i) a copy of the proposed Lease or the Lease Term Sheet, (ii) a summary of the economic terms thereof and any termination options contained therein together with a detailed breakdown of income and costs associated with the proposed Lease, and (iii) copies of all written materials obtained by the applicable Borrower in connection with its evaluation of the creditworthiness of the proposed Tenant, and shall be deemed approved if Lender shall not have notified Borrower in writing of its disapproval thereof and the reasons for such disapproval within three Business Days after Borrower shall have given Lender written notice confirming that Purchaser at least seven Business Days have elapsed since such submission, which written notice shall be submitted to Lender in an envelope marked “URGENT – SECOND AND FINAL NOTICE – LENDER’S ATTENTION REQUIRED BY [DATE]”. If Lender approves or is deemed to have approved the Lease Term Sheet, Lender’s approval of the final Lease shall be limited to Lender’s reasonable confirmation that the final Lease does not approve (i) deviate in any material adverse respect from the terms set forth on the Lease Term Sheet or contain any material adverse terms not set forth in the Lease Term Sheet, or (ii) deviate in any material respect from the approved Lease form (and otherwise such Proposed New final Lease shall be subject to Lender’s reasonable written approval). Borrower shall deliver to Lender a copy of any Lease executed pursuant to a Lease Term Sheet together with an Officer’s Certificate indicating any material deviations from such Lease Term Sheet. (c) Borrower shall (i) observe and perform all the material obligations imposed upon the lessor under the Leases; (ii) enforce, to the extent commercially reasonable, all of the material terms, covenants and conditions contained in the Leases on the part of the lessee thereunder to be observed or performed, short of termination thereof, except that Borrower may terminate any Lease following a material default thereunder by the 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 the Encumbered Debt Documents; and (v) not cancel or terminate any guarantee of any of the Major Leases without the prior written consent of Lender. Borrower shall deliver to each new Tenant at a Mortgage Loan Collateral Property a Tenant Notice upon execution of such Tenant’s Lease or include same in such Tenant’s Lease or invoices, and promptly thereafter deliver to Lender a copy thereof and evidence of such Tenant’s receipt thereof. (d) To the extent required by applicable law, security deposits of Tenants under all Leases, whether held in cash or any other form, shall not be commingled with any other funds of Borrower and, if cash, shall be deposited by Borrower in an Eligible Account or such other account at such commercial or savings bank as may be reasonably satisfactory to Lender, which account (if any) is hereby pledged to Lender. Borrower shall, upon Lender’s request, provide Lender with evidence reasonably satisfactory to Lender of Borrower’s compliance with the foregoing. During the continuance of any Event of Default, Subject to the Encumbered Property Debt Documents, 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 Borrower had not returned to the applicable Tenants or applied in accordance with the terms of the applicable Lease. (e) Whenever a Lease at a Mortgage Loan Collateral Property is terminated, whether by buy-out, cancellation, default or otherwise, and Borrower is entitled to any payment, fee or penalty in respect of such termination, Borrower shall promptly cause such payment, fee or penalty to be deposited into an Eligible Account pledged to Mortgage Lender in accordance with the Mortgage Loan Agreement. Subject to the terms of the Encumbered Property Debt Documents, whenever a Lease at an Other Property is terminated, whether by buy-out, cancellation, default or otherwise, and Borrower or a Property Owner is entitled to any payment, fee or penalty in respect of such termination (a “Termination Fee”), Borrower shall promptly cause such Termination Fee to be deposited into an Eligible Account pledged to Lender. Provided no Event of Default has occurred and is continuing, (i) Lender shall disburse such Termination Fee to Borrower at the written request of Borrower in respect of Leasing Commissions and Tenant Improvement costs incurred by Borrower in connection with replacement Leases at any Properties other than Value Add Pool Properties, Disposition Asset Properties or any Property with an Aggregate Allocated Loan Amount of zero, in each case provided such Lease is entered into in accordance with the terms of this Agreement. (f) Within ten Business Days after receipt of written request therefor, provided Lender has received a copy of the executed corresponding Lease, Purchaser Lender shall notify Sellerexecute and deliver to Borrower a subordination, non-disturbance and attornment agreement (an “SNDA”). If the form of the SNDA shall be prescribed by the Lease in question, and Lender shall have approved (or been deemed, in writingaccordance with Section 5.7(b) hereof, to have approved) such Lease (and the form of SNDA was attached to the draft Lease that was delivered to Lender as part of Borrower’s request for approval), Lender shall execute and deliver the SNDA in the form prescribed by such disapproval prior approved Lease. Notwithstanding the foregoing, in the case of any Lease as to expiration which Lender’s approval is not required pursuant to this Section 5.7 where such tenant thereunder requests an SNDA, the SNDA to be executed and delivered by Lender shall be in substantially the form attached hereto as Exhibit G, and such form shall also be attached to Borrower’s standard form of Lease as approved by Lender. Lender agrees to reasonably negotiate the terms of the aforesaid five (5) Business Day periodSNDA with any Tenant under any Lease, stating but shall not be required to execute an SNDA that differs in any material respect from the form attached hereto as Exhibit G. All reasonable out-of-pocket attorneys’ fees and disbursements incurred by Lender in connection with such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect to any lease with respect to the Real Property executed between the date of this Agreement and the Closing Date SNDA shall be paid payable by PurchaserBorrower within ten Business Days after Lender’s written request therefor, whether or not the SNDA is ultimately executed and/or recorded.

Leases. Except as expressly provided hereinBetween the date hereof and the Closing Date, without first obtaining Buyer’s written consent, which consent shall not be unreasonably withheld during the Due Diligence Period but may be withheld in Buyer’s sole and absolute discretion thereafter, Seller shall, and shall cause each of Property Manager, Illinois Manager and Riverside LLC to, refrain from amending any will not (i) terminate or modify existing Lease without Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability to interfere with the administration by Seller, Property Manager, Illinois Manager Leases; or Riverside LLC of any existing Lease as required by the terms of such Lease. In addition, except as expressly provided herein, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall (ii) enter into any new leases or grant additional renewal rights to any tenant. If, during the term of this Agreement, Seller desires to take any of the actions set forth in (i) or (ii) above, Seller shall provide written notice of such matter to Buyer, together with respect to a copy of the Property proposed lease or lease modification (eachand, if applicable, a “Proposed New Lease”disclosure of the Leasing Costs (defined below)), without Purchaser’s written approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser Buyer shall have five (5) Business Days from receipt days in which to respond to Seller in writing whether Buyer is granting or withholding consent to such matter. If Buyer withholds consent to such matter Buyer shall concurrently with delivery of the aforementioned written notice, provide Seller with a detailed written explanation as to why Buyer is withholding its consent. Buyer’s failure to provide timely written notice to Seller as set forth in the second preceding sentence shall be deemed Buyer’s consent to such Proposed New Lease matter during the Due Diligence Period, or if requested after the Due Diligence Period, the same shall be deemed disapproved by Buyer. If Buyer consents to approve or disapprove any of the sameactions set forth in (ii) above and proceeds to close Escrow, which approval Buyer shall not be unreasonably withheld, conditioned or delayed. In (A) reimburse Seller for the event that Purchaser does not approve any reasonable out of pocket costs and expenses paid by Seller in connection with such Proposed New Lease, Purchaser shall notify Sellerincluding, in writingbut not limited to, brokerage commissions, tenant improvement allowances, costs associated with tenant improvements, reasonable attorneys’ fees and costs, and any other third party costs and expenses (collectively “Leasing Costs”), (B) assume the responsibility for the payment of Leasing Costs for such disapproval prior to expiration lease which are unpaid as of the aforesaid five Closing; and (5C) Business Day periodindemnify, stating defend, protect and hold Seller harmless from and against any and all claims, responsibility, liability, costs, loss, damage, expenses or causes of action arising from the Leasing Costs for such lease which are unpaid as of the Closing; provided, however that in each such written notification under what conditions, if any, Purchaser’s instance such Leasing Costs were disclosed in writing to Buyer concurrently with such approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfiedrequest. All costs of tenant improvements and leasing commissions payable after Closing with respect to any lease with respect to the Real Property executed between the date The provisions of this Agreement and Section 7.3.2 shall survive the Closing Date shall or be paid by Purchaserreflected in the Assignment and Assumption of Leases.

Leases. Except as expressly provided herein, Seller shall, and shall cause each of the Property ManagerManagers, Illinois Manager and Riverside LLC the Property LLCs to, refrain from amending any existing Lease without Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability to interfere with the administration by Seller, the Property ManagerManagers, Illinois Manager or Riverside LLC the Property LLCs of any existing Lease as required by the terms of such Lease. In addition, except as expressly provided herein, neither Seller nor any of the Property ManagerManagers, Illinois Manager and Riverside LLC the Property LLCs shall enter into any new leases with respect to the Property (each, a “Proposed New Lease”), without Purchaser’s written approval, as provided below in this Section 5.6.10, provided, however that Purchaser’s written approval shall not be required for, and Seller may enter into, a new lease with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ at One Financial Place on the business terms referenced in Schedule 5.6.10, (the “▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Lease”) which ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Lease shall not be a Proposed New Lease and Purchaser shall receive a credit at Closing equal to all unpaid leasing commissions, tenant improvement and other tenant concessions set forth in the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Lease. Seller shall furnish Purchaser with a true and complete copy of any Proposed New Lease into which Seller or the Property ManagerManagers, Illinois Manager or Riverside LLC desires the Property LLCs desire to have Riverside LLC any of the Property LLCs enter and such financial information with respect to the proposed tenant as Seller, the Property ManagerManagers, Illinois Manager or Riverside LLC the Property LLCs may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser does not approve any such Proposed New Lease, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration of the aforesaid five (5) Business Day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect to any lease with respect to the Real Property executed between the date of this Agreement Effective Date and the Closing Date in accordance with the terms and conditions of this Agreement shall be paid by Purchaser. Seller shall deliver to Purchaser copies of any written notices that Seller sends, from and after the Effective Date to its Lenders under Section 4.1.6(c)(v) of the loan agreements related to the Existing Indebtedness applicable to each of ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Property and ▇▇/▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Property.

Leases. Except as expressly provided herein, Seller shall, (a) Mortgagor represents and shall cause each of Property Manager, Illinois Manager and Riverside LLC to, refrain from amending any existing Lease without Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability to interfere with the administration by Seller, Property Manager, Illinois Manager or Riverside LLC of any existing Lease as required by the terms of such Lease. In additionwarrants that, except as expressly provided hereindisclosed in the Perfection Certificate, neither Seller nor as of the Effective Date Mortgagor has not entered into any of Property Manager, Illinois Manager Material Space Leases other than the Shop Leases and Riverside LLC the Food and Beverage Leases (each as hereinafter defined). (b) Mortgagor shall not enter into any new leases Space Leases with respect to the Property Site except (each, a “Proposed New Lease”), without Purchaser’s written approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to i) Space Leases approved by the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five Mortgagee (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned or delayed, and which shall be deemed given if Mortgagee has not responded to Mortgagor’s request for such approval within ten (10) Business Days after the date on which the Mortgagor has delivered a copy of the proposed Space Lease to Mortgagee), (ii) shop or similar written leases reasonably necessary and consistent with the operation of a hotel/casino and related improvements (“Shop Leases”), or (iii) written leases or other agreements relating to the operation of food and beverage facilities at hotels and related facilities located on the Site, at rents, with tenant concessions and allowances, and for a term that is not more favorable to the tenant thereunder than those generally available for similar space in real estate similar in type, quality and location to the Site entered into by unrelated third parties (“Food and Beverage Leases”). In the event that Purchaser does not approve any such Proposed New No Material Space Lease, Purchaser except the Shop Leases and Food and Beverage Leases, shall notify Sellerbe modified, amended or supplemented in writingany material respect without Mortgagee’s prior written consent, of which consent shall not be unreasonably withheld or delayed, and which shall be deemed given if Mortgagee has not responded to Mortgagor’s request for such disapproval prior approval within ten (10) Business Days after the date on which the Mortgagor has delivered to expiration Mortgagee a copy of the aforesaid five proposed amendment. (5c) Business Day periodAfter an Event of Default, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement Mortgagor shall deliver to approve such Proposed New Lease if such conditions are satisfied. All costs Mortgagee the executed originals of tenant improvements and leasing commissions payable after Closing with respect to any lease all Material Space Leases with respect to the Real Property executed between Fee Site and any Space Leases with respect to the date of this Agreement and the Closing Date shall be paid by PurchaserLeasehold Site.

Leases. Except The Leases made available to Buyer as expressly provided herein, Seller shallpart of the Due Diligence Documents pursuant to Section 6.1 hereof are complete and accurate copies of all of the Leases currently in effect with respect to the Property, and shall cause each there are no material written or oral promises, understandings or commitments with Tenants other than as set forth in such Leases as delivered to Buyer. The rent rolls provided to Buyer are true, correct and complete in all material respects as of Property Managerthe date set forth therein. Seller has not granted, Illinois Manager and Riverside LLC tohas no knowledge of, refrain from amending any existing Lease without Purchaseroption, right of first refusal, right of first opportunity, or other similar option or right, in favor of any person or entity to acquire any fee interest in any portion of the Land or Improvements except as set forth in the Leases. To Seller’s written approvalKnowledge, except as set forth on Exhibit 7.1.1 to be attached hereto, there are no leasing commissions, tenant improvement allowances or other leasing costs outstanding with respect to any tenants under the Existing Leases or which may become due or payable after the Effective Date (except with respect to New Leases, as provided below). Not later than ten (10) days prior to Closing, provided that Purchaser Seller shall have no ability to interfere provide Buyer with the administration by SellerExhibit 7.1.1 showing leasing commissions, Property Manager, Illinois Manager tenant improvement allowances or Riverside LLC of any existing Lease as required by the terms of such Lease. In addition, except as expressly provided herein, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall enter into any new leases other leasing costs outstanding with respect to any tenants under the Property (each, a “Proposed New Lease”), without Purchaser’s written approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of any Proposed New Lease into Existing Leases or which Seller may become due or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to payable after the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned or delayedClosing Date. In the event that Purchaser does not approve (a) any such Proposed New Tenant under a Lease exercises a right to purchase a Property pursuant to a purchase option, right of first refusal, right of first offer (or similar right) under a Lease, Purchaser or (b) Seller fails to notify a Tenant with a right of first refusal, right of first offer (or similar right) under a Lease of this transaction, or (c) a Tenant under a Lease with a right of first refusal, right of first offer (or similar right) under a Lease commences litigation or otherwise gives notice of a dispute alleging that Seller has failed to comply with the terms and provisions of any purchase option, right of first refusal, right of first offer (or similar provision) under a Lease, and such matter cannot be resolved prior to Closing, then such Property shall notify Sellerbe removed from the sale to Buyer under this Agreement, in writing, and the Consideration shall be reduced by the amount that is the allocated value of such disapproval prior Property on Exhibit 4.1. No such matter shall give either the Seller or Buyer the right to expiration of the aforesaid five (5) Business Day periodterminate this Agreement, stating in and such written notification matter shall not be a default by Seller under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect to any lease with respect to the Real Property executed between the date of this Agreement and the Closing Date shall be paid by PurchaserAgreement.

Leases. Except as expressly provided herein, Seller shall, and shall cause each of Property Manager, Illinois Manager and Riverside LLC to, refrain from amending any existing Lease without Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability to interfere with the administration by Seller, Property Manager, Illinois Manager or Riverside LLC of any existing Lease as required by the terms of such Lease. In addition, except as expressly provided herein, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall enter into any new leases with respect to the Property If not later than ten (each, a “Proposed New Lease”), without Purchaser’s written approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (510) Business Days from receipt prior to the Closing International Vapor presents Parent with a real estate lease for a new retail store on terms and conditions reasonably satisfactory to Parent then Parent shall, directly or indirectly, enter into such real estate lease subject to the counterparty landlord’s consent and fund all associated lease security deposits and expenses for the build out and opening of such Proposed New store, provided, however, that prior to the Closing (a) Parent shall not be required enter into more than ten (10) such real estate leases (each a “Store Lease”) and fund more than $41,000 per Store Lease for the associated security deposits and expenses for the build out of the applicable store and (b) Parent shall make no expenditure pursuant to approve or disapprove this sentence without the sameprior approval of International Vapor, which approval shall not be unreasonably withheld, conditioned delayed or delayedconditioned. Should the Closing occur, any Store Lease then in effect shall be included in the Acquired Assets and Assumed Liabilities, and notwithstanding any language in the Agreement to the contrary, each store for which a Store Lease is then in effect shall be deemed a Retail Store opened during the Measurement Period for purposes of the calculation of the Retail Earn-Out whether opened before or after the Closing Date. In the event that Purchaser does not approve this Agreement is terminated for any reason then Parent shall retain each such Proposed New Lease, Purchaser shall notify SellerStore Lease then in effect and operate the retail store thereunder, in writingits sole and absolute discretion, either as (x) a franchised store of such disapproval prior to expiration of the aforesaid five (5) Business Day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect to any lease with respect International Vapor pursuant to the Real Property executed between franchise agreement then in use by International Vapor or (y) a non-franchised store, independent from International Vapor and which store shall not use the date of this Agreement Discontinued Brand or the New Brand, and in any manner Parent deems appropriate in its sole and absolute discretion subject to the Closing Date shall be paid by Purchaserpermitted use specified in the applicable Store Lease.”

Leases. Except as expressly provided hereinAfter the fifth (5th) day prior to the Contingency Date, Seller shall, and shall cause each of Property Manager, Illinois Manager and Riverside LLC to, refrain from amending not execute any new lease (“New Lease”) or amend or terminate any existing Lease without PurchaserBuyer’s written approval, as provided below, provided that Purchaser which shall have no ability to interfere with the administration by Seller, Property Manager, Illinois Manager not be unreasonably withheld or Riverside LLC of any existing Lease as required by the terms of such Lease. In addition, except as expressly provided herein, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall enter into any new leases with respect to the Property (each, a “Proposed New Lease”), without Purchaser’s written approval, as provided below in this Section 5.6.10delayed. Seller shall furnish Purchaser with a true and complete copy deliver to Buyer copies of any Proposed New Leases, material amendments, expansions and extensions of existing Leases (each a “Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires Transaction”). Buyer’s failure to have Riverside LLC enter and such financial information with respect object to a Lease Transaction after the fifth (5th) day prior to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have Contingency Date within five (5) Business Days from days of notification (and receipt of such Proposed New all material information concerning the applicable Lease Transaction) shall be deemed approval. With respect to approve or disapprove any Lease Transaction occurring after the sameEffective Date: (i) at the Closing, which approval Buyer shall not be unreasonably withheld, conditioned or delayed. In reimburse Seller pursuant to Section 8.6.7 above for leasing commissions and the event that Purchaser does not approve any such Proposed New Lease, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration of the aforesaid five (5) Business Day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs cost of tenant improvements arising under such Lease Transaction if (1) as to a Lease Transaction occurring prior to the fifth (5th) day prior to the Contingency Date, such Lease Costs were disclosed to Buyer in writing prior to such fifth (5th) day, and leasing commissions payable (2) as to a Lease Transaction occurring after the fifth (5th) day prior to the Contingency Date, such Lease Costs were approved or deemed approved by Buyer; and (ii) Buyer shall assume (and indemnify, defend, protect, and hold harmless Seller from any against) all contractual liabilities to pay any brokerage commissions, pay for tenant improvements or reimburse the tenant for any tenant improvements which were approved or deemed approved by Buyer. The termination of any Lease or tenancy prior to Closing with respect by reason of the tenant’s default and not in violation of any restrictions contained in this Agreement shall not affect the obligations of Buyer under this Agreement in any manner or entitle Buyer to an abatement of or against the Purchase Price or give rise to any lease with respect to other claim on the Real Property executed between part of Buyer. Buyer’s indemnification obligation set forth in this Section 9.1 shall survive the date of this Agreement and the Closing Date shall be paid by PurchaserClosing.

Leases. Except as expressly provided (a) Notwithstanding anything to the contrary herein, Seller shallexcept for those Leases listed in Exhibit B attached hereto and made a part hereof (the “Permitted Leases”), Mortgagor shall not enter into any Lease without Mortgagee’s prior written consent, and shall cause furnish to Mortgagee, upon execution, a complete and fully executed copy of each Lease. Mortgagor shall provide Mortgagee with a copy of Property Managereach proposed Lease requiring the consent of Mortgagee and with any information requested by Mortgagee regarding the proposed Tenant thereunder. Mortgagee may declare each Lease to be prior or subordinate to this Mortgage, Illinois Manager at Mortgagee’s option. (b) Mortgagor shall, at its cost and Riverside LLC toexpense, refrain from amending perform each obligation to be performed by the landlord under each Lease; not borrow against, pledge or further assign any existing Lease without Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability to interfere with rents or other payments due thereunder; not permit the administration by Seller, Property Manager, Illinois Manager or Riverside LLC prepayment of any existing rents or other payments due for more than thirty (30) days in advance; and not permit any Tenant to assign its Lease as or sublet the premises covered by its Lease, unless required to do so by the terms thereof and then only if such assignment does not work to relieve the Tenant of such any liability for performance of its obligations thereunder. (c) If any Tenant shall default under its Lease. In addition, except as expressly provided hereinMortgagor shall, neither Seller nor any in the ordinary course of Property Managerbusiness, Illinois Manager and Riverside LLC shall enter into any new leases exercise sound business judgment with respect to such default, but may not discount, compromise, forgive or waive claims or discharge the Property Tenant from its obligations under the Lease or terminate or accept a surrender of the Lease. 10 (eachd) If ▇▇▇▇▇▇▇▇▇ fails to perform any obligations of Mortgagor under any Lease or if Mortgagee becomes aware of or is notified by any Tenant of a failure on the part of Mortgagor to so perform, a “Proposed New Lease”)Mortgagee may, without Purchaser’s written approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the same, which approval but shall not be unreasonably withheldobligated to, conditioned without waiving or delayed. In the event that Purchaser does not approve releasing Mortgagor from any Obligation, remedy such failure, and ▇▇▇▇▇▇▇▇▇ agrees to repay upon demand all sums incurred by Mortgagee in remedying any such Proposed New failure, together with interest thereon from the date incurred at an annual rate equal to the highest Default Rate (as set forth and defined in the Loan Agreement). (e) For purposes of this Mortgage, the following terms shall have the following meanings: (i) “Lease”: Any lease, Purchaser shall notify Selleroccupancy agreement or other document or agreement, in writingwritten or oral, of such disapproval prior permitting any Person to expiration use or occupy any part of the aforesaid five Mortgaged Property. (5ii) Business Day period“Person”: Any natural person, stating corporation, partnership, limited partnership, limited liability company, joint venture, firm, association, trust, unincorporated organization, government or governmental agency or political subdivision or any other entity, whether acting in such written notification under what conditionsan individual, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement fiduciary or other capacity. (iii) “Tenant”: Any person or party using or occupying any part of the Mortgaged Property pursuant to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect to any lease with respect to the Real Property executed between the date of this Agreement and the Closing Date shall be paid by Purchasera Lease.

Leases. Except as expressly provided hereinSeller shall not, Seller shallwithout the prior consent of Buyer in each instance (such consent not to be unreasonably withheld or delayed) (a) amend or (except for material breach, and shall cause each including non-payment of rent or other sums due) terminate any lease, tenancy, license or other right of occupancy or use for any portion of the Property Manageror any assignment or sublet thereunder (individually, Illinois Manager and Riverside LLC to"Lease"; collectively, refrain from amending any existing Lease without Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability "Leases"); (b) consent to interfere with the administration by Seller, Property Manager, Illinois Manager or Riverside LLC assignment of any existing Lease as required by the terms Leases or subleasing of such Lease. In addition, except as expressly provided herein, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall the premises; or (c) enter into any new leases with respect to Lease of the Property or any portion thereof. If Seller desires to take any action described in clause (each, a “Proposed New Lease”a), without Purchaser’s written approval(b), as provided below in this Section 5.6.10. or (c) of the immediately preceding sentence, then Seller shall furnish Purchaser with a true and complete copy of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires so notify Buyer. If Buyer fails to have Riverside LLC enter and such financial information with respect to the proposed tenant as notify Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have within five (5) Business Days from after Buyer's receipt of such Proposed New Lease notice, of any objection Buyer has hereunder to approve any action described therein, then Buyer shall be treated as having consented to such action. If Buyer consents, or disapprove is required to consent, to any action described in Seller's notice, then at Closing Buyer shall reimburse Seller for Buyer's proportionate share of the samecosts incurred by Seller in connection with such action. For the foregoing purposes, which approval that proportionate share shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser does not approve any such Proposed New Lease, Purchaser shall notify Sellerdetermined, in writingeach instance, by amortizing those costs on a straight-line basis over the term of the applicable Lease. Buyer's proportionate share shall be the portion of such disapproval prior costs attributable, pursuant to expiration such amortization, to the period from the Closing Date until the end of the aforesaid five (5) Business Day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfiedterm of the applicable Lease. All Such costs shall include costs of tenant improvements fixturing, renovating or improving the leased premises, any rebate, free rent and other concessions, and any brokerage and leasing commissions payable after Closing and other compensation due any party in connection with respect to any lease with respect to the Real Property executed between the date of this Agreement and the Closing Date shall be paid by Purchasersuch Leases.

Leases. Except (a) 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 expressly provided hereinno Event of Default has occurred and is continuing), Seller shall(i) enter into or extend any Lease unless the Lease complies with the Leasing Guidelines, and shall cause each of Property Manager, Illinois Manager and Riverside LLC to, refrain from amending any existing Lease without Purchaser’s written approval, or (ii) except as may be required by law or as provided belowin the proviso to this clause (ii), provided that Purchaser shall have no ability to interfere 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 administration terms and conditions of this Section 5.1.11 or otherwise reasonably approved by SellerLender in writing; provided, Property Managerhowever, Illinois Manager 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 Riverside LLC of any existing surrendered (including the Minor Lease as then currently being terminated, cancelled or surrendered) without Lender’s consent, when Lender’s consent would have been required by but for the terms of such fact the applicable Lease is a Minor Lease. In addition, except as expressly provided hereindoes not exceed 10,000 square feet, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall or (iii) enter into any new leases 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 Tenant’s interest in any Lease or to a subletting of any Lease, or (v) accept payment of advance rents (excluding security deposits) in an amount in excess of one (1) month’s rent under any Lease. (c) 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 Property Lender and shall, following written notice to Borrower and Borrower’s failure to cure such breach within ten (each10) Business Days, a “Proposed New Lease”), without Purchaser’s written approval, as provided below in this Section 5.6.10. Seller constitute an Event of Default. (e) Borrower shall furnish Purchaser with a true and complete copy of not enter into any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information 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 judicial or non-judicial foreclosure of the Property, at the election of the acquiring foreclosure purchaser, the particular Lease shall not be 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) provide that the obligation will not be enforceable against Lender (unless such obligation is affirmatively assumed by Lender) and (ii) 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 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 top of 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 tenant as Sellerfinal draft of the Lease or lease amendment (the “Final Lease Draft”), Property Managertogether with a redline against the standard form of lease (if applicable) and all information reasonably required by Lender in order to adequately review such 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, Illinois Manager Borrower shall submit a second notice in writing via Federal Express (or Riverside LLC may have 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 their possessionbold, capitalized letters the following: “PLEASE TAKE NOTICE. Purchaser 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 have fail to disapprove of any such submitted Lease or lease amendment for which Lender’s approval has been requested within such five (5) Business Days from receipt of business day period, Lender shall be conclusively deemed to have approved such Proposed New submitted Lease to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned or delayedlease amendment. In the event that Purchaser does not approve any 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 Proposed New Leasedraft was delivered and approved or deemed approved by Lender, Purchaser Borrower shall notify Sellerdeliver, in writing, of such disapproval prior to expiration for Lender’s approval a copy of the aforesaid five (5) Business Day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing latest proposed lease draft together with respect to any lease with respect a redline to the Real Property executed between the date of version last viewed and approved by Lender, and such process for approval outlined in this Agreement and the Closing Date Section 5.1.11(i) shall be paid by Purchaserfollowed for each such change. A final signed version of any Lease shall be delivered to Lender within a reasonable time after such execution.

Leases. Except (a) The only Leases as expressly provided herein, Seller shall, and shall cause of the date hereof are ------ those listed on Schedule "B" annexed hereto (the "Schedule of Leases"). A copy of each of the Leases set forth on Schedule "B" has been reviewed by Purchaser and/or its counsel and delivered by Seller to Purchaser simultaneously herewith in velobound binders (the "Lease Binders") and initialed by Seller and Purchaser and/or their respective counsel. No representation is made as to (i) possible assignments of any Leases not consented to by Seller, or (ii) any subleases or underleases. (b) Seller does not warrant that any particular Lease will be in force or effect at the Closing or that the Tenants will have performed their obligations thereunder. The termination of any Lease prior to the Closing shall not affect the obligations of Purchaser under this Agreement, or entitle Purchaser to an abatement of or credit against the Cash Balance, or give rise to any other claim on the part of Purchaser. (c) If any space in the Building is vacant on the Closing Date, Purchaser shall accept the Property Manager, Illinois Manager and Riverside LLC to, refrain from amending any existing Lease without Purchaser’s written approval, as provided belowsubject to such vacancy, provided that Purchaser shall have no ability to interfere with the administration vacancy was not permitted or created by Seller, Property Manager, Illinois Manager or Riverside LLC Seller in violation of any existing Lease restrictions contained in this Agreement. (d) The rent roll attached hereto as required by Schedule "D" (the terms "Rent Roll") contains a list of: (i) all Tenants of such Lease. In addition, except as expressly provided herein, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall enter into any new leases with respect to the Property (each, a “Proposed New Lease”), without Purchaser’s written approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser does not approve any such Proposed New Lease, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration of the aforesaid five date hereof; (5ii) Business Day periodthe premises in the Building leased to each Tenant; (iii) the base rent billed to Tenants during the month of December, stating in such written notification under what conditions1997 and additional rent (exclusive of real estate tax escalation amounts) billed to Tenants during the month of December, 1997; and (iv) the security deposit, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing held by Seller with respect to any lease with each Tenant as of October 31, 1997. To the best of Seller's knowledge, the information contained on the Rent Roll is true and correct in all material respects. With respect to any monetary amounts described on the Real Property executed between Rent Roll, the date of this Agreement term "true and the Closing Date correct in all material respects" shall be paid by Purchaserconstrued to mean that, to the extent the Rent Roll overstates or understates the actual amounts of such items, the net adverse economic effect on Purchaser of such understatements or overstatements in the aggregate does not exceed an amount equal to four (4%) percent of the Purchase Price.

Leases. (a) Borrower shall perform all obligations required to be performed by it as landlord under the Leases. Borrower shall not accept payment of more than one month’s rent in advance from any Tenant under a Lease. Except as expressly provided hereinotherwise approved by lender in writing, Seller shallall Leases shall be entered into with bona fide third party subtenants financially capable, at the time of entering into their respective Leases, of performing their obligations under their Leases throughout the terms thereof and shall reflect arm’s-length transactions at the then current market rate for comparable space. Furthermore, Borrower shall not grant any Tenant any rights or options to purchase the Real Estate or any portion thereof or release any Tenant or lease guarantor from any obligation or conditions without Lender’s prior written consent. Borrower shall obtain Lender’s written approval prior to executing any new Major Lease, modifying, amending, terminating or surrendering an existing Lease, or consenting to any sublease under or assignment of any Major Lease, unless Borrower is unconditionally obligated under the terms of the Major Lease to consent to the sublease or assignment. Lender shall respond to Borrower’s written request for approval of a new Major Lease or modification, amendment, termination or surrender of a Major Lease (which written request must contain the following on the first page thereof in bold, fully-capitalized 12-point or greater text: “IMPORTANT: PURSUANT TO SECTION 6.21 OF THE CREDIT AGREEMENT BETWEEN BORROWER AND LENDER, IF LENDER FAILS TO PROVIDE WRITTEN NOTICE OF THE ATTACHED LEASE OR MODIFICATION, AMENDMENT, TERMINATION OR SURRENDER THEREOF OR SUBLEASE THEREUNDER OR ASSIGNMENT THEREOF WITHIN 10 DAYS FOLLOWING LENDER’S RECEIPT HEREOF, LENDER SHALL BE DEEMED TO HAVE APPROVED THE ATTACHED LEASE OR THE MODIFICATION, AMENDMENT, TERMINATION OR SURRENDER THEREOF, SUBLEASE THEREUNDER, OR ASSIGNMENT THEREOF”) within 10 business days following Lender’s receipt of a copy of the proposed Major Lease, modification or amendment, or request for approval of termination or surrender or approval of sublease or assignment, as the case may be, together with financial statements and references on the prospective tenant and such other information concerning such new Major Lease, sublease or assignment, as the case may be, or prospective tenant, subtenant or assignee, as the case may be, or concerning the modification, amendment, termination or surrender, as the case may be, as Lender shall reasonably require. If Lender shall fail to respond to any such written request by Borrower for such approval within such 10 business day period, Lender shall be deemed to have approved such matter. Borrower shall submit to Lender, within 30 days following execution, all new Leases, all modifications, amendments, consents to assignment or subletting of existing Leases, and shall cause each promptly notify Lender of Property Managerthe termination or surrender of any Lease. (b) Borrower shall promptly deliver to Lender such rent rolls, Illinois Manager leasing schedules and Riverside LLC toreports, refrain operating statements or other leasing information as Lender may request from amending time to time, and shall promptly notify Lender of any existing Lease without Purchaser’s written approvalmaterial dispute with a Tenant or material adverse change in leasing activity on the Real Estate. Borrower shall use reasonable efforts promptly to obtain and deliver to Lender such subordination, non-disturbance and attornment agreements and tenant estoppel certificates, as provided belowLender may require. In no event shall any approval by Lender of a Lease be a representation of any kind with regard to the Lease or its enforceability, provided that Purchaser or the financial capacity of any Tenant or lease guarantor. (c) Borrower shall have no ability first apply all income derived from the Real Estate, including all income from the Leases, to interfere pay the costs and expenses associated with the administration by Sellerownership, Property Managermaintenance, Illinois Manager or Riverside LLC of any existing Lease as required by the terms of such Lease. In addition, except as expressly provided herein, neither Seller nor any of Property Manager, Illinois Manager operation and Riverside LLC shall enter into any new leases with respect to the Property (each, a “Proposed New Lease”), without Purchaser’s written approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser does not approve any such Proposed New Lease, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration leasing of the aforesaid five (5) Business Day periodReal Estate that are then due and payable, stating in including all amounts then required to be paid under the Loan Documents, before using or applying such written notification under what conditionsincome for any other purpose. No such income shall be distributed or paid to any partner, shareholder or member, or, if anyBorrower is a trust, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect to any lease with respect to the Real Property executed between the date of this Agreement beneficiary or trustor, unless all such costs and the Closing Date shall be expenses which are then due and payable have been paid by Purchaserin full.

Leases. Except as expressly provided herein, Seller shall(a) The Borrower will, and shall will cause each of Property Manager, Illinois Manager and Riverside LLC the Subsidiary Guarantors to, refrain from amending any existing Lease without Purchaser’s written approvaltake, as provided belowor cause to be taken, provided that Purchaser all reasonable steps within the power of the Borrower and Subsidiary Guarantors to market and lease the leasable area of the Collateral Pool Properties in accordance with sound and customary leasing and management practices for similar properties. Any such leasing activity shall have no ability to interfere be conducted in accordance with the administration by Seller, Property Manager, Illinois Manager or Riverside LLC of any existing Lease as required by the terms of §7.13(b), below, and the Mortgages. The Agent shall have the right, and the Borrower and Subsidiary Guarantors hereby authorize the Agent, to communicate directly with any tenant under a Lease to verify any information delivered to the Agent by the Borrower or Subsidiary Guarantors concerning such tenant or such tenant’s Lease. In addition. (b) The Borrower will not, except as expressly provided hereinand will not permit the Subsidiary Guarantors to, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall enter into any new leases Lease with respect a Major Tenant, or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the Property (eachassignment or subletting of, a “Proposed New Lease”), without Purchaser’s written approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser or grant any concessions to or waive the performance of any obligations of any Lease with a true and complete copy Major Tenant without the prior written consent of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the sameAgent, which approval consent shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser does not approve any such Proposed New Lease, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration of the aforesaid five (5) Business Day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with With respect to any Lease entered into after the date hereof which would not be with a Major Tenant, the Borrower and Subsidiary Guarantors may enter into such Lease, provided that such Lease is a bona fide arm’s length lease entered into in the ordinary course of business with a party that is not an Affiliate of Borrower or the Subsidiary Guarantors and is on the standard lease form approved by Agent (without material modification or addition, or other change made by Borrower or a Subsidiary Guarantor not in accordance with reasonable and prudent leasing practices (including, without limitation, any change which increases the landlord’s obligations or decreases the landlord’s rights, creates additional remedies, rights of self-help, offset, termination, co-tenancy or similar provisions for the benefit of the tenant thereunder, or creates rights of first offer or first refusal) and will not cause a default under any other Lease. With respect to the Real Property executed between the date of this Agreement and the Closing Date shall be paid by Purchaser.any Lease which is not with

Leases. Except as expressly provided herein, Seller shall, and (a) Borrower shall cause each of Property Manager, Illinois Manager and Riverside LLC to, refrain from amending any existing Lease without Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability to interfere with the administration by Seller, Property Manager, Illinois Manager or Riverside LLC of any existing Lease as required by the terms of such Lease. In addition, except as expressly provided herein, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall not enter into any new leases with respect to the Property (each, Lease that is not for a “Proposed New Lease”)market rent and that is not terminable on 90 days notice or less, without PurchaserLender’s prior written approvalconsent. (b) Borrower shall, at its own cost and expense: (a) except as provided below otherwise consistent with prudent residential apartment management practices, faithfully abide by, perform and discharge each and every obligation, covenant and agreement under any Lease to be performed by the landlord thereunder; (b) except as otherwise consistent with prudent residential apartment management practices, enforce or secure the performance of each and every obligation, covenant, condition and agreement in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy any Lease by the tenant thereunder to be performed; (c) not borrow against, pledge or further assign any rentals due under any Lease; (d) not permit the prepayment of any Proposed New rents due under any Lease into which Seller for more than ninety (90) days in advance nor for more than the next accruing installment of rents, nor anticipate, discount, compromise, forgive or Property Managerwaive any such rents; (e) except as otherwise consistent with prudent residential apartment management practices, Illinois Manager not waive, excuse, condone or Riverside LLC desires in any manner release or discharge any tenant of or from the obligations, covenants, conditions and agreements by said tenants to have Riverside LLC enter be performed under any Lease, unless in connection with the exercise of remedies against such tenant; (f) except as otherwise consistent with prudent residential apartment management practices, not terminate any Lease or accept a surrender thereof or a discharge of the tenant, unless in connection with the exercise of remedies against such tenant; and such financial information (g) not consent to a subordination of the interest of any tenant to any party other than Lender, and then only if specifically consented to by Lender. (c) Should Borrower fail to perform, comply with respect or discharge any obligations of Borrower under any Lease, or should Lender become aware of or be notified by any tenant under any Lease, of a failure on the part of Borrower to the proposed tenant as Sellerso perform, Property Managercomply with or discharge its obligations under said Lease, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the sameLender may, which approval but shall not be unreasonably withheldobligated to, conditioned remedy such failure. Any such action by Lender shall not waive or delayedrelease Borrower from any obligation contained in this Agreement. In the event that Purchaser does not approve any such Proposed New Lease, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration of the aforesaid five (5) Business Day period, stating Any amount expended by Lender in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect to any lease with respect to the Real Property executed between the date of this Agreement and the Closing Date performance or attempted performance shall be paid by Purchaserdeemed to be Costs.

Leases. Except as expressly provided herein(a) Without the prior written consent of Lender, Seller shall, and shall cause each of Property Manager, Illinois Manager and Riverside LLC to, refrain from amending any existing Lease without Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability such consent not to interfere with the administration by Seller, Property Manager, Illinois Manager or Riverside LLC of any existing Lease as required by the terms of such Lease. In addition, except as expressly provided herein, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall enter into any new leases with respect to the Property (each, a “Proposed New Lease”), without Purchaser’s written approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser does Borrower shall not approve (i) enter into any such Proposed New Lease, Purchaser shall notify Seller(ii) modify, in writingamend or terminate, of such disapproval prior to expiration other than by reason of the aforesaid five tenant's default, any Lease, (5iii) Business Day periodaccept any rental payment on a Lease for more than one month in advance of its due date, stating or (iv) enter into any ground lease of the Property. Notwithstanding the foregoing, any Lease for an apartment unit in such written notification the Improvements which (1) is on a form approved by Lender (with no material modifications thereto), and (2) satisfies the applicable Minimum Lease Standards, shall not, nor shall any modification thereof, require Lender's prior approval and is deemed to be an Approved Lease. (b) Borrower shall not suffer or permit any breach or default to occur in any of Borrower's obligations under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement any of the Leases which continues beyond any applicable grace or cure period nor suffer or permit the same to approve such Proposed New terminate by reason of any failure of Borrower to meet any requirement of any Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing including those with respect to any time limitation within which any of Borrower's work is to be done or the space is to be available for occupancy by the tenant. Borrower shall use reasonable efforts to notify Lender promptly in writing in the event a tenant commits a material default under a Lease. Borrower will not waive any rights under any of the Leases and will enforce the obligations of tenants under the Leases. (c) Upon Lender's written request after an Event of Default, Borrower shall deliver to Lender all tenant security deposits, including letters of credit (along with documentation transferring to Lender the rights of Borrower to draw on such letters of credit), which security deposits Lender shall hold pursuant to Section 2.5.2, subject in each case to the rights of the applicable tenant to the return of such security deposit in accordance with the applicable Lease. Upon forfeiture of any security deposit, after an Event of Default, the amount thereof shall be, as determined by Lender, deposited into the Property Account or applied to the Indebtedness and prior to an Event of Default, the amount thereof shall be deposited by Borrower into the Property Account. (d) All lease termination payments or fees shall be deposited by Borrower into the Property Account. (e) At Lender's request, with respect to any commercial Lease, Borrower shall cause the Real Property tenant under any Lease to execute a subordination and attornment agreement in form and substance satisfactory to Lender. Borrower shall provide Lender with a copy of a fully executed between the date original of this Agreement each Lease and any modification thereof executed subsequent to the Closing Date promptly following its execution except for residential leases relating to a multifamily property, copies of which shall be paid by Purchaserfurnished only upon request.

Leases. Except as expressly provided hereinDuring the pendency of this Restated Agreement, Seller shallagrees to consult with Buyer and to keep Buyer apprised on a regular basis regarding the leasing activity at such Seller’s Property (and to cause its property manager and leasing agent to do the same) so that Buyer can provide input on a real-time basis as such leasing activity occurs. The foregoing undertaking will include, without limitation, providing Buyer with advance drafts of term sheets and other agreements relating to any leasing activity (including, without limitation, a summary of all proposed tenant inducement costs and leasing commissions being requested or proposed in connection with any such leasing activity) before sharing the same with any tenant or prospective tenant so that Buyer can be actively apprised of leasing activity at each Property as it unfolds, and taking Buyer’s input into account in good faith in carrying out that leasing activity. Seller shall cause each not enter into or consent to any Lease or Lease termination, amendment, modification, expansion, renewal, or lease assignment or sublease for any part of any Property Manageror premises therein, Illinois Manager without the prior written approval of Buyer, which approval (i) shall not be unreasonably withheld or delayed prior to the Investigation Period Expiration Date, and Riverside LLC to(ii) thereafter may be granted or withheld in Buyer’s sole discretion and shall extend to applying any tenant security deposits to tenant obligations under any Lease, refrain from amending accepting any existing tendered termination of any Lease, or removing any tenant, or waiving any tenant default under any Lease without Purchaser’s written approval, or enforcing any other material rights and remedies as provided belowlandlord under any Lease, provided that Purchaser Buyer consent is not required for Seller to enforce such other material rights and remedies as landlord under any Lease that are necessary on an emergency basis to protect the Property from imminent physical damage or any natural person from imminent injury, as long as Seller promptly notifies Buyer of the emergency situation and the enforcement actions taken by Seller. Buyer shall have no ability either approve or disapprove any proposed Lease termination, amendment, modification, expansion, renewal, or lease assignment or sublease for any part of any Property or premises therein submitted to interfere Buyer for approval within five (5) business days of receipt of the same, together with tenant financial information and detail on any tenant improvement, leasing commission or other leasing costs to be incurred in connection therewith. Buyer’s failure to expressly approve or disapprove of any such proposed Lease termination, amendment, modification, expansion, renewal, or lease assignment or sublease for any part of any Property or premises therein within said five (5) business day period shall conclusively constitute Buyer’s approval of same prior to the administration Investigation Period Expiration Date and thereafter shall constitute rejection of the proposed action. Seller shall deliver to Buyer, promptly after receipt by Seller, Property Managera copy of all current written default and other material notices to and from tenants during the term of this Restated Agreement. Buyer shall, Illinois Manager at Close of Escrow assume the obligation to pay and shall pay all Lease commissions, tenant improvement costs and other costs and expenses arising, or Riverside LLC that shall have arisen, from or in connection with any Lease modification, amendment or lease assignment entered into with Buyer’s consent between the Original Effective Date and the Close of Escrow in accordance with this Section 7.3 and which first become due following the Close of Escrow, such obligation to survive the Close of Escrow. Notwithstanding the foregoing, Buyer’s prior written approval shall not be required for (i) Seller’s application of tenant security deposits to the extent permitted under the applicable Lease in connection with (x) a tenant default in its obligation to pay rent first occurring after the Original Effective Date and prior to Closing and (y) the expiration of the term of the applicable lease in accordance with the terms thereof, provided tenant is not in default under such lease and (ii) the exercise by tenant of any existing Lease as required by extension, renewal, expansion or contraction right in accordance with the terms of such Lease. In addition, except as expressly provided herein, neither applicable lease to the extent Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall enter into any new leases does not have an approval or consent right with respect to the Property (each, a “Proposed New Lease”), without Purchaser’s written approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser does not approve any such Proposed New Lease, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration of the aforesaid five (5) Business Day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect to any lease with respect to the Real Property executed between the date of this Agreement and the Closing Date shall be paid by Purchaser.

Leases. Except (a) Borrower shall furnish Lender with executed copies of all Leases. All new Leases and renewals or amendments of Leases must (i) be entered into on an arms-length basis with Tenants that are not Affiliates of Borrower and whose identity and creditworthiness is appropriate for tenancy in property of comparable quality, (ii) provide for rental rates and other economic terms that, taken as expressly provided hereina whole, Seller shallare at least equivalent to then-existing market rates, based on the applicable market, and otherwise contain terms and conditions that are commercially reasonable, (iii) have an initial term of not more than 10 years and (iv) not reasonably be expected to result in a Material Adverse Effect. (b) Any Lease that does not 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 new Leases that are Major Leases, and all terminations, renewals and amendments of Major Leases, and any surrender of rights under any Major Lease (except in accordance with the terms of such Major Lease), shall be subject to the prior written consent of Lender, which consent shall not be unreasonably withheld, delayed or conditioned. With respect to every consent or approval or waiver of the Lender required or requested under this Section 5.7(b), such consent shall be deemed given if the following conditions are met: (i) no Event of Default shall have occurred and be continuing (either at the date of any notices specified below or as of the effective date of any deemed approval); (ii) Borrower shall have sent Lender an email request for approval with respect to such matter to the Deemed Consent Notice Parties and otherwise in accordance with the applicable terms and conditions hereof (the “Initial Notice”), which such Initial Notice shall have been (A) accompanied by any and all required information and documentation relating thereto as may be reasonably required in order to approve or disapprove such matter (the “Approval Information”) and (B) marked in bold lettering with the following language: “LENDER’S RESPONSE IS REQUIRED WITHIN SEVEN (7) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER” and the subject line containing the Initial Notice shall have been marked “PRIORITY-DEEMED APPROVAL MAY APPLY”; (iii) Lender shall have failed to approve or disapprove the request set forth in the Initial Notice within the aforesaid time-frame; (iv) Borrower shall have sent Lender an email request for approval with respect to such matter to the Deemed Consent Notice Parties and otherwise in accordance with the applicable terms and conditions hereof (the “Second Notice”), which such Second Notice shall have been (A) accompanied by the Approval Information and (B) marked in bold lettering with the following language: “LENDER’S RESPONSE IS REQUIRED WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER” and the subject line containing the Second Notice shall have been marked “PRIORITY-DEEMED APPROVAL MAY APPLY”; and (v) Lender shall have failed to approve or disapprove the request set forth in the Second Notice within the aforesaid time-frame. (c) Borrower shall cause each Mortgage Borrower to (i) observe and punctually perform all the material obligations imposed upon the lessor under the Leases, including satisfaction of Property Managerall Unfunded Obligations; (ii) enforce all of the material terms, Illinois Manager covenants and Riverside LLC toconditions contained in the Leases on the part of the lessee thereunder to be observed or performed, refrain from amending short of termination thereof, except that Borrower may permit Mortgage Borrower terminate any existing Lease without Purchaserfollowing a material default thereunder by the respective Tenant; (iii) not collect any of the rents thereunder more than one month in advance; (iv) not execute any assignment of lessor’s written approval, as provided below, provided that Purchaser shall have no ability to interfere with interest in the administration by Seller, Property Manager, Illinois Manager Leases or Riverside LLC associated rents other than the assignment of rents and leases under the Mortgage; (v) not cancel or terminate any guarantee of any existing of the Major Leases without the prior written consent of Lender, which consent shall not be unreasonably withheld, delayed or conditioned; and (vi) not permit any subletting of any space covered by a Lease as required by or an assignment of the Tenant’s rights under a Lease, except in strict accordance with the terms of such Lease. In additionBorrower shall cause Mortgage Borrower to deliver to each new Tenant a “Tenant Notice” as defined in and to the extent required in the Mortgage Loan Agreement, except and promptly thereafter deliver to Lender a copy thereof and evidence of such Tenant’s receipt thereof. (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 cause Mortgage Borrower to 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 Mortgage Borrower in lieu of cash security shall name Mortgage Lender (or if the Mortgage Loan has been repaid in full, Lender) as expressly provided hereinpayee 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, neither Seller nor Borrower shall, upon Lender’s request, cause Mortgage Borrower to deposit with Mortgage Lender (or if the Mortgage Loan has been repaid in full, Lender) in an Eligible Account pledged to Mortgage Lender (or if the Mortgage Loan has been repaid in full, Lender) an amount equal to the aggregate security deposit 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 Mortgage Borrower is in default in the performance or observance of any of Property Managerthe material terms, Illinois Manager and Riverside LLC covenants or conditions thereof to be performed or observed by Mortgage Borrower. Borrower shall enter into any new leases with respect cause Mortgage Borrower to the Property (each, a “Proposed New Lease”), without Purchaser’s written approval, as provided below use commercially reasonable efforts to provide in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of any Proposed New each Major Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser does not approve any such Proposed New Lease, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration of the aforesaid five (5) Business Day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable executed after Closing with respect to any lease with respect to the Real Property executed between the date of this Agreement and the Closing Date to which Mortgage Borrower is a party that any Tenant delivering any such notice shall be paid by Purchasersend a copy of such notice directly to Lender.

Leases. Except During the period from the Effective Date until and including the Closing Date, except as expressly provided hereinotherwise set forth in this Section 7(d), Seller shallshall not be permitted to enter into any lease, and shall cause each lease amendment, lease modification or lease extension with respect to all or any portion of the Real Property Manager, Illinois Manager and Riverside LLC to, refrain from amending any existing Lease without PurchaserBuyer’s prior written approval, as provided belowwhich shall not be unreasonably withheld, provided that Purchaser shall have no ability to interfere with the administration by Seller, Property Manager, Illinois Manager conditioned or Riverside LLC of any existing Lease as required by the terms of such Lease. In addition, except as expressly provided herein, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall enter into any new leases with respect delayed prior to the Property (eachexpiration of the Feasibility Period, a “Proposed New Lease”), without Purchaserbut which approval may be granted or withheld in Buyer’s written approval, as provided below in this Section 5.6.10sole discretion after the expiration of the Feasibility Period. Seller shall furnish Purchaser with deliver all leases, lease amendments, lease modifications or lease extensions (other than renewals to which a true and complete copy tenant is entitled at law or pursuant to its terms, in which case Seller shall only be required to deliver notice of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires such renewal to have Riverside LLC enter and such financial information with respect Buyer) to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possessionBuyer for Buyer’s approval. Purchaser Buyer shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the samematerial terms of any lease, which approval lease amendment, lease modification or lease extension delivered to it (except that Buyer shall not be unreasonably withheldhave the right to object to any of the leases or lease renewals set forth on Schedule 7(d) on the basis of any of the terms set forth in Schedule 7(d)), conditioned or delayedand Buyer shall have no approval rights over the form of such document. In the event that Purchaser If Buyer does not approve any such Proposed New Lease, Purchaser shall notify Seller, in writing, of such give its approval or disapproval prior to expiration of the aforesaid Seller within five (5) Business Day periodDays, stating in Buyer shall be deemed to have approved such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfieddocument. All costs leases or amendments thereto executed in accordance with the terms of this Section 7(d) (including renewals to which a tenant improvements and leasing commissions payable after Closing with respect is entitled at law or pursuant to its terms) shall also be deemed “Leases” for purposes of all provisions of this Contract. During the Feasibility Period, Seller shall notify Buyer if it applies any lease with respect security deposit held under the Leases to the Real Property executed between payment of delinquent rent for any tenant. After the date expiration of this Agreement and the Closing Date Feasibility Period, Seller shall be paid by Purchasernot apply any security deposit held under the Leases to the payment of delinquent rent for any tenant without Buyer’s prior written consent.

Leases. Except as expressly provided hereinNot, without the prior written consent of Purchaser: (a) execute any new Leases affecting the Property, or any part thereof (the "New Leases"); (b) amend, modify or supplement any Existing Lease; (c) terminate (except upon a default by the tenant thereunder) or accept the surrender of any Existing Lease; or (d) approve any sublease; provided, however, that Seller is authorized to accept the termination of Leases at the end of their existing terms and to expand, extend or renew any Leases pursuant to expansion, extension or renewal options specifically contained in a Lease and properly exercised by the tenants thereunder. From the Effective Date through the Closing Date, Seller shall, agrees to permit Purchaser to negotiate lease renewals with month-­to-month tenants ("Renewal Tenants") and shall cause each of Property Manager, Illinois Manager and Riverside LLC to, refrain from amending any existing Lease without Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability to interfere with the administration by Seller, Property Manager, Illinois Manager or Riverside LLC of any existing Lease as required by the terms of such Lease. In addition, except as expressly provided herein, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall enter into any new leases with respect prospective tenants ("New Tenants") on terms, and lease forms, acceptable to Purchaser (the Property (each"New Form Lease"). Upon Seller's written request, a “Proposed New Lease”), without Purchaser’s written approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt keep Seller informed of all developments with regard to said negotiations. The New Form Lease shall contain the following provision: "Submission of this Lease by Landlord is not an offer to enter into this Lease but rather is a solicitation for such Proposed New Lease to approve or disapprove the same, which approval an offer by Tenant. Landlord shall not be unreasonably withheldbound by this Lease until Landlord has executed and delivered the same to Tenant." Purchaser may present the New Form Lease to Renewal Tenants and New Tenants, conditioned or delayedand if executed by such tenants, Seller agrees to execute the applicable lease and deliver the fully executed lease (a "Ratified Lease") into escrow with the Title Company to be delivered to Purchaser at Closing as an assigned lease pursuant to Section 8.1.3. In the event that Purchaser this transaction does not approve Close, Seller may, in its discretion, void any such Proposed New Leaseand all Ratified Leases or deliver the Ratified Leases to the respective tenants, thereby giving the Ratified Leases full force and effect. Purchaser shall notify Seller, pay at Closing for any brokerage commissions due in writing, of such disapproval prior connection with Ratified Leases assigned to expiration of the aforesaid five (5) Business Day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect to any lease with respect to the Real Property executed between the date of this Agreement and the Closing Date shall be paid by Purchaser.

Leases. Except (a) All Leases and all renewals of Leases executed after the date hereof shall (i) provide for economic terms, including rental rates, comparable to existing local market rates for similar properties, (ii) be on commercially reasonable terms, (iii) have a term of not less than three (3) years (unless Lender approves in writing a shorter term), (iv) have a term of not more than ten (10) years, including all extensions and renewals (unless Lender approves in writing a longer term), (v) provide that such Lease is subordinate to the Mortgage and the Assignment of Leases and that the Tenant thereunder will attorn to Lender and any purchaser at a foreclosure sale, (vi) be to Tenants that are creditworthy, (vii) 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), (viii) not be to an Affiliate of Borrower or any Guarantor, and (ix) 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 the Property), 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 and modifications thereof executed after the date hereof shall be subject to Lender’s prior approval. Borrower 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 Borrower). Lender, at Borrower’s sole cost and expense, shall execute and deliver its then standard form of subordination, non-disturbance and attornment agreement to Tenants under any future Major Lease approved by Lender upon request, with such commercially reasonable changes as expressly provided hereinmay be requested by such Tenants and which are acceptable to Lender. (b) 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, Seller covenants and conditions contained in the Leases upon the part of the Tenants thereunder to be observed or performed in a commercially reasonable manner, provided, however, Borrower shall not terminate or accept a surrender of a Lease without Lender’s prior approval; (iii) shall not collect any of the Rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); and (v) shall not alter, modify or change any 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. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower shall promptly send copies to Lender of all written notices of material default which Borrower shall receive under the Leases. (c) All security 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 Clearing Bank. After the commencement of the initial Sweep Event Period, Borrower shall, upon Lender’s request, if permitted by applicable Legal Requirements, cause all such security deposits (and any interest theretofore earned thereon) to be transferred into the Cash Management Account (which shall cause each of Property Managerthen be held by Cash Management Bank in a separate Account), Illinois Manager and Riverside LLC to, refrain from amending any existing Lease without Purchaser’s written approval, as provided below, provided that Purchaser which shall have no ability be held by Cash Management Bank subject to interfere with the administration by Seller, Property Manager, Illinois Manager or Riverside LLC of any existing Lease as required by the terms of the Leases. Any bond or other instrument which Borrower is permitted to hold in lieu of cash security deposits under any applicable Legal Requirements (i) shall be maintained in full force and effect in the full amount of such Lease. In additiondeposits unless replaced by cash deposits as herein above described, except (ii) shall be issued by an institution reasonably satisfactory to Lender, (iii) shall, if permitted pursuant to any Legal Requirements, name Lender as expressly provided hereinpayee or mortgagee thereunder (or at Lender’s option, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall enter into any new leases with respect be fully assignable to the Property (each, a “Proposed New Lease”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) Borrower shall have the right, without Purchaser’s written approvalthe consent or approval of Lender, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with to terminate or accept a true and complete copy surrender of any Proposed New Lease into which Seller that is not a Major Lease so long as such termination or Property Manager, Illinois Manager or Riverside LLC desires surrender is (i) by reason of a tenant default and (ii) in a commercially reasonable manner to have Riverside LLC enter preserve and such financial information with respect to protect the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser does not approve any such Proposed New Lease, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration of the aforesaid five (5) Business Day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect to any lease with respect to the Real Property executed between the date of this Agreement and the Closing Date shall be paid by PurchaserProperty.

Leases. Except as expressly provided herein, 2.1 The Seller shallshall assign, and the Purchaser shall cause assume, the leases on three Stores on the same terms and conditions as the current leases ("Leases") which are annexed hereto as Exhibit 2.1, Purchaser shall lease the Columbia, Mississippi, Store from the Seller pursuant to the Columbia Store Lease. If the Seller is not released from all monetary and non-monetary obligations and covenants under each of Property Managerthe Leases prior to or at the Closing, Illinois Manager and Riverside LLC to, refrain from amending any existing Lease without Purchaser’s written approval, as provided below, provided that then the Purchaser shall have no ability to interfere with defend and indemnify the administration by Seller, Property Manager, Illinois Manager or Riverside LLC of any existing Lease as required by the terms of such Lease. In addition, except as expressly provided herein, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall enter into any new leases with respect to each such non-released obligation which accrues or occurs on or after the Property (each, a “Proposed New Lease”), without Purchaser’s written approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy date of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned or delayedClosing. In the event that Seller cannot obtain any consent, then to the extent only that Seller has the contractual right to sublet the Store without the consent of the landlord, Purchaser shall have a right to sub-lease this Store from Seller on the exact same terms and conditions as contained in the Lease, including, but not limited to, the amount of rental payment and the right to any options to renew the Lease or purchase any premises. If the Purchaser does not approve any obtain the consent of a landlord (i) to assign and transfer a Lease to the Seller, or (ii) to sublease such Proposed New Store to the Purchaser as contemplated by this Section 2.1, then Seller and Purchaser shall execute an operating agreement for such Store ("Store Operating Agreement") which shall provide that the Purchaser (i) shall purchase from the Seller all Assets related to such Store, except Seller's interest in such Lease, (ii) shall operate, manage and maintain such Store during the entire lease term of such Lease, (iii) shall not require the Seller to extend or renew the lease term of such Lease, but Seller consents to Purchaser shall notify negotiating its own lease for such Store at any time during such lease term, provided Seller is released from all monetary and non-monetary obligations and covenants under the Lease, and (iv) at least -five business days prior to any payment due date of Seller, in writing, of such disapproval prior shall promptly pay to expiration of the aforesaid five (5) Business Day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions Seller all amounts payable after Closing with respect to any lease with respect by Seller to the Real Property executed between landlord under or pursuant to the date of this Agreement and the Closing Date shall be paid by PurchaserLease.

Leases. Except as expressly provided herein, Seller shall, (a) Borrower shall (i) observe and perform all of the material obligations imposed upon the lessor under the Leases; (ii) promptly send copies to Lender of all notices of default that Borrower shall cause each of Property Manager, Illinois Manager and Riverside LLC to, refrain from amending send or receive under any existing Lease without Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability to interfere with the administration by Seller, Property Manager, Illinois Manager or Riverside LLC Material Lease; (iii) promptly notify Lender of any existing tenant under a Material Lease as required at the Property which has vacated, or has given Borrower written notice of its intention to vacate, the premises (or any portion thereof) leased or sub-leased to such tenant pursuant to the applicable Material Lease; and (iv) enforce the terms, covenants and conditions in Loan Agreement Loan Number 201916813 #63074348_v17 the Leases to be observed by tenants in accordance with commercially reasonable practices for properties similar to the terms of such Lease. In addition, except as expressly provided herein, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall Property. (b) Borrower may not enter into any new leases with respect Material Lease after the date hereof without the prior written consent of Lender, not to the Property (each, a “Proposed New Lease”), without Purchaser’s written approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned or delayed. In . (c) Borrower may enter into an Approved Lease after the event date hereof without the prior written consent of Lender provided such Approved Lease satisfies the Leasing Guidelines and Lender has not given notices to Borrower that Purchaser an Event of Default exists, provided, however, that if a Lease does not approve satisfy the Leasing Guidelines, Lender shall nonetheless consider approval of such Lease, in its sole and absolute discretion, based upon an analysis by Lender of the Net Effective Rent for such Lease. (d) Borrower shall not (i) make any assignment or pledge of any Lease or 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 (except that Borrower may collect in advance such security deposits as are permitted pursuant to applicable Legal Requirements and are commercially reasonable in the prevailing market); (iii) amend in any material respect or terminate any Material Lease (provided, however, that Borrower may terminate any such Proposed New Lease, Purchaser shall notify Seller, Lease if the lessee thereunder is in writing, material monetary default of such disapproval prior to expiration Lease); or (iv) grant any modification of any Material Lease which in the aforesaid five aggregate might have a Material Adverse Effect. (5e) Business Day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect to any lease with respect to the Real Property executed between the date of this Agreement and the Closing Date shall be paid by PurchaserIntentionally Deleted.

Leases. Except as expressly provided There are no leases of space in the Property or other agreements to occupy all or any portion of the Property, which will be in force after the Closing and under which Seller is the landlord (whether by entering into the leases or acquiring the Property subject to the leases) other than the Leases. As used herein, Seller shall“Leases” means, collectively, (x) the leases listed on Exhibit “O” (the “Lease Exhibit”), including amendments thereto entered into in accordance with this Agreement and shall cause each (y) the leases of space in the Property Manager(including amendments thereto) entered into in accordance with this Agreement. To Seller’s knowledge, Illinois Manager all of the Leases are in full force and Riverside LLC to, refrain from amending any existing Lease without Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability to interfere with effect. None of the administration by Seller, Property Manager, Illinois Manager or Riverside LLC of any existing Lease as required by the terms of such Lease. In addition, Leases has been amended except as expressly provided hereinset forth in the Lease Exhibit. To Seller’s knowledge, neither Seller nor any tenant is in monetary default or has given written notice of Property Managerany material non-monetary default under any of the Leases, Illinois Manager and Riverside LLC shall enter into any new leases with respect to the Property (each, a except as set forth on Exhibit “Proposed New LeaseP”), without Purchaser. To Seller’s written approvalknowledge, as provided below in this Section 5.6.10. Seller of the Closing, there shall furnish Purchaser with a true and complete copy of any Proposed New Lease into be no unpaid Commissions or Tenant Inducement Costs which Seller is obligated to pay (before or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5after Closing) Business Days from receipt of such Proposed New Lease to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser does not approve any such Proposed New Lease, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration of the aforesaid five (5) Business Day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect to any lease Leases in effect as of the Closing, except for the following (i) those payable in connection with respect to the Real Property executed between renewals, extensions, permitted amendments and expansions occurring after the date of this Agreement with respect to Existing Leases (provided that such obligations are set forth in the applicable Lease or in the Leasing Cost Exhibit), (ii) those credited to Buyer at Closing under Section 5.4.1(g), (iii) those payable in connection with new Leases or amendments which are permitted hereunder (which have been disclosed in writing to Buyer prior to the approval of a Lease or amendment approved or deemed approved during the Lease Approval Period), and (iv) all other Commissions and Tenant Inducement Costs listed on the Closing Date shall be paid by PurchaserLeasing Cost Exhibit. To Seller’s knowledge, as of the date hereof, there are no Tenant Inducement Costs or Leasing Commissions that are payable and unpaid except to the extent identified on the Leasing Cost Exhibit as “Currently Outstanding Costs”.

Leases. Except as expressly provided hereinTo faithfully abide by, Seller shallperform and discharge each and every obligation, covenant and shall cause agreement of the Leases by Assignor to be performed; to use its best efforts to enforce or secure the performance of each and every obligation, covenant, condition and agreement of Property Manager, Illinois Manager and Riverside LLC to, refrain from amending any existing Lease without Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability to interfere with the administration by Seller, Property Manager, Illinois Manager or Riverside LLC of any existing Lease as required Leases by the tenants to be performed; not to borrow against, pledge, or assign any of Assignor’s rights under the Leases or any rentals due thereunder; not to consent to a subordination or assignment of the interest of the tenants under the Leases to any party other than Assignee; not to anticipate the Rents under the Leases for more than one month in advance or reduce the amount of the Rents thereunder; and not to incur any indebtedness to the tenants without the prior written consent of Assignee. With respect to all Leases of the Premises, Assignor agrees that it will not modify, terminate, extend or renew (except on terms set forth in a Lease approved by Assignee and provided such terms do not adversely affect the financial terms of such Lease. In addition, except as expressly provided herein, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall enter into any new leases with respect to the Property (each, a “Proposed New Lease”), accept a surrender of or in any way alter the terms of the Leases nor waive, excuse, condone or in any manner release or discharge the tenants of or from their obligations, covenants and agreements to be performed without Purchaser’s the prior written approvalconsent of Assignee, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires such consent not to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned delayed or delayedconditioned. In the event that Purchaser does not approve Assignor enters into any such Proposed New Leasesubleases or other occupancy arrangements with unrelated third parties for all or any portion of the Premises, Purchaser Assignor shall notify Seller, in writing, provide Assignee with copies of such disapproval subleases or other agreement within 10 days after execution. Assignor will not enter into any additional Leases without the prior written consent of Assignee, such consent not to expiration of be unreasonably withheld, delayed or conditioned. In addition, Assignor covenants and agrees that, with respect to all Leases: (a) it shall lease all space on the aforesaid five Premises at market rental rates unless approved in writing by Assignee; and (5b) Business Day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing any action taken with respect to any lease with respect to the Real Property executed between the date of this Agreement and the Closing Date shall be paid by Purchasertaken in the ordinary course of Assignor’s business in conformance with commercially reasonable, prudent and sound business practice. Assignor will deliver copies of all Lease amendments and new Leases to Assignee within 30 days after execution.

Leases. Except as expressly provided herein(a) All Leases and all renewals of Leases executed after the date hereof shall (i) provide for rental rates comparable to existing local market rates for similar properties, Seller shall(ii) be on commercially reasonable terms, and shall cause each of Property Manager, Illinois Manager and Riverside LLC to, refrain from amending any existing (iii) provide that such Lease without Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability to interfere with the administration by Seller, Property Manager, Illinois Manager or Riverside LLC of any existing Lease as required by the terms of such Lease. In addition, except as expressly provided herein, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall enter into any new leases with respect is subordinate to the Mortgage encumbering the Individual Property and that the lessee will attorn to Lender and any purchaser at a foreclosure sale and (eachiv) not contain any terms which would materially adversely affect Lender’s rights under the Loan Documents. All Major Leases and all renewals, a “Proposed New Lease”), without Purchaseramendments and modifications thereof executed after the date hereof shall be subject to Lender’s written prior approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned withheld or delayed. In Lender shall execute and deliver a Subordination Non-Disturbance and Attornment Agreement in the 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, from time to time, and which are reasonably acceptable to Lender. (b) 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 the lessee thereunder to be observed or performed in a commercially reasonable manner; provided, however, Borrower shall not terminate or accept a surrender of a Major Lease without Lender’s prior approval, not to be unreasonably withheld or delayed in the event that Purchaser does of a material default under a Major Lease; (iii) shall not approve collect any of the Rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents and the Guaranty Security 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 lessee or increase the obligations of lessor without Lender’s prior written approval, such Proposed New Leaseapproval not to be unreasonably withheld or delayed if no Trigger Event has occurred and is continuing; and (vi) shall hold all security deposits under all Leases in accordance with Legal Requirements. Upon request, Purchaser Borrower shall notify Sellerfurnish Lender with executed copies of 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, in writing, Borrower shall have the right to submit a term sheet of such disapproval prior transaction to Lender for Lender’s approval, such approval not to be unreasonably withheld or delayed. Any such term sheet submitted to Lender shall set forth all material terms of the proposed transaction including, without limitation, identity of tenant, square footage, term, rent, rent credits, abatements, work allowances and tenant improvements to be constructed by Borrower. Lender shall use good faith efforts to respond within ten (10) Business Days after Lender’s receipt of the 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 the 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 aforesaid provisions of this Section 4.1.9 for any 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 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, stating provided that there have been no material deviations from the term sheet and that the aggregate economics of the transaction are no less favorable to Borrower than as set forth in such written notification under what conditions, if any, Purchaser’s approval would the term sheet; (iv) in the event that Lender shall have approved (or be forthcoming and Purchaser’s agreement deemed to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing have approved) a term sheet submitted by Borrower with respect to any lease a certain Lease, Lender shall not withhold its approval or consent with respect to such Lease on the Real Property executed between basis of any provisions of such Lease dealing with the date items contained in the approved term sheet; and (v) Borrower shall have the right, without the consent or approval of this Agreement and the Closing Date shall be paid by PurchaserLender in any instance, to terminate or accept a surrender of any Lease that is not a Major Lease.

Leases. Except (a) All Leases and all renewals of Leases executed after the date hereof shall be subject to Lender’s prior written approval in all respects. Lender shall execute and deliver its standard form of subordination, non-disturbance and attornment agreement to Tenants under any future Lease approved by Lender promptly upon request, with such commercially reasonable changes as expressly provided hereinmay be requested by such Tenants, Seller and which are reasonably acceptable to Lender. Borrower shall pay Lender’s costs and expenses in connection with any such subordination, non-disturbance and attornment agreement, including, without limitation, reasonable legal fees and expenses. (b) 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 the Tenants thereunder to be observed or performed in a commercially reasonable manner, provided, however, Borrower shall not voluntarily terminate or accept a surrender of a Lease without Lender’s prior approval; (iii) shall not collect any of the Rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); and (v) shall not alter, modify or change any Lease. Upon request, Borrower shall furnish Lender with executed copies of all Leases. (c) All security deposits of Tenants, whether held in cash or any other form, 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 Clearing Bank. Borrower shall, if permitted by applicable Legal Requirements, cause all such security deposits (and any interest theretofore earned thereon) to be transferred into the Deposit Account (which shall cause each of Property Managerthen be held by Lender in a separate Account), Illinois Manager and Riverside LLC to, refrain from amending any existing Lease without Purchaser’s written approval, as provided below, provided that Purchaser which shall have no ability be held by Lender subject to interfere with the administration by Seller, Property Manager, Illinois Manager or Riverside LLC of any existing Lease as required by the terms of the Leases. Any bond or other instrument which Borrower is permitted to hold in lieu of cash security deposits under any applicable Legal Requirements (i) shall be maintained in full force and effect in the full amount of such Lease. In additiondeposits unless replaced by cash deposits as herein above described, except (ii) shall be issued by an institution reasonably satisfactory to Lender, (iii) shall, if permitted pursuant to any Legal Requirements, name Lender as expressly provided hereinpayee or mortgagee thereunder (or at Lender’s option, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall enter into any new leases with respect be fully assignable to the Property (each, a “Proposed New Lease”Lender), without Purchaserand (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 written approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser compliance with a true and complete copy of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser does not approve any such Proposed New Lease, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration of the aforesaid five (5) Business Day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect to any lease with respect to the Real Property executed between the date of this Agreement and the Closing Date shall be paid by Purchaserforegoing.

Leases. Except as expressly provided herein(a) Borrower shall furnish Lender with executed copies of all Leases. A new Lease which is not a Major Lease, Seller shalla renewal and extension or amendment of a Lease which is not a Major Lease, shall not require Lender's approval, PROVIDED (i) the rent and other amounts payable thereunder, based upon the location of the demised premises, the type of property, and shall cause each the tenant improvements, allowances or concessions to be made or provided by the landlord thereunder (taken as a whole) are "market" rate as determined by Borrower in good faith, and (ii) the other proposed terms thereof (taken as a whole) are Commercially Reasonable as determined by Borrower in good faith. Lender hereby agrees that the terms and provisions of Borrower's standard forms of Lease attached hereto as EXHIBIT D (collectively, the "STANDARD LEASE FORM") without material deviation (defined for these purposes as a deviation that would likely be objectionable to a prudent institutional lender) are Commercially Reasonable. Subject to the provisions of the next sentence, all new Leases must provide that they are subject and subordinate to any current or future mortgage financing on the Property Managerand that the Tenant agrees to attorn to any foreclosing mortgagee at such mortgagee's request. Lender agrees to execute subordination, Illinois Manager non-disturbance and Riverside LLC toattornment agreements on the form attached hereto as EXHIBIT E (with such changes as reasonably approved by Lender), refrain from amending or, if required under the applicable Lease, any existing other form reasonably satisfactory to Lender, with respect to any Lease without Purchaser’s written approvalas to which a subordination, non-disturbance and attornment agreement is required to be delivered by Lender, either as provided below, provided an obligation of Borrower under such Lease or in order to effect the subordination of such Lease and the agreement to attorn by the related Tenant. (b) All new Leases which are Major Leases or are Leases that Purchaser shall have no ability to interfere do not comply with the administration second sentence of SECTION 5.8(a), all terminations (other than terminations arising from an event of default by Seller, Property Manager, Illinois Manager or Riverside LLC of any existing Lease as required by tenant under the terms of such the applicable Lease. In addition), except as expressly provided hereinextensions, neither Seller nor renewals and material amendments of Major Leases, any surrender of Property Manager, Illinois Manager rights under any Major Lease and Riverside LLC shall enter into any new leases with respect material amendment to the Property (each, a “Proposed New Lease”), without Purchaser’s written approval, as provided below in this Section 5.6.10. Seller Standard Lease Form shall furnish Purchaser with a true and complete copy of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect be subject to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt prior written consent of such Proposed New Lease to approve or disapprove the sameLender, which approval consent shall not be unreasonably withheld, conditioned or delayed. In the event delayed (and all other new Leases or terminations, extensions, renewals and amendments of Leases shall not require Lender's prior written consent), it being agreed by Lender that Purchaser does Lender's approval shall not approve any such Proposed New Lease, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration of the aforesaid five (5) Business Day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing withheld with respect to a proposed Major Lease unless (i) the rent and other amounts payable under such proposed Major Lease, based upon the location of the demised premises, the type of property, the tenant improvements, allowances and concessions to be made or provided by the landlord under such proposed Major Lease (taken as a whole), is not at "market" rates, or (ii) the proposed terms of such proposed Major Lease (taken as a whole and in context with the items described in clause (i) of this sentence) are not Commercially Reasonable. In addition, Lender's approval of any lease extension or renewal of a Major Lease (whether such extension or renewal is by way of a modification of a Tenant's existing Lease or by way of a new Lease with such Tenant) shall not be required if such extension or renewal is at a "market" rent or the rent otherwise required pursuant to the terms of such Tenant's existing Lease and the other terms of such extended or renewed Lease are the same or better in all material respects than those contained in such Tenant's existing Lease. (c) Each request for approval of a Lease shall be submitted to Lender and shall prominently include a statement in capital letters "URGENT - LENDER'S ATTENTION REQUIRED WITHIN 10 BUSINESS DAYS", together with (i) a copy of the proposed Lease, (ii) a summary of the economic terms thereof and any termination options contained therein, and (iii) copies of all written materials obtained by Borrower in connection with its evaluation of the creditworthiness of the proposed Tenant, or, with respect to a proposed termination, a description of the reason therefor (the foregoing items (i) through (iii) being collectively, the "LEASE APPROVAL MATERIALS"), and shall be deemed approved if Lender shall not have notified the Borrower in writing of its disapproval thereof and the reasons for such disapproval within 10 Business Days after its receipt of the Lease Approval Materials. Borrower may also request, pursuant to the procedure described in the preceding sentence, Lender's approval of the rent and other amounts payable by the proposed Tenant and Borrower, including tenant allowances and rent concessions, under a proposed Lease and the identity of the proposed Tenant (and any guarantor) and any other material terms of such Lease (collectively, the "PROPOSED LEASE TERMS") even if the form of the proposed Lease is not yet available for Lender's review, provided that the approval or deemed approval of the Proposed Lease Terms shall not constitute Lender's approval of such Lease (except with respect to the Real Property executed between Proposed Lease Terms), and when the date of this Agreement proposed Lease becomes available Borrower shall be required to submit it for Lender's approval in accordance with the procedure described in the preceding sentence, except that Lender's approval shall not be required if Borrower delivers to Lender an Officer's Certificate certifying that the final proposed Lease is consistent, in all material respects, with the Standard Lease Form, and the Closing Date Proposed Lease terms previously approved (or deemed approved) by Lender. If Lender shall have previously consented or been deemed to have consented to the Proposed Lease Terms under such proposed Lease, Lender's approval of such proposed Lease shall not be withheld unless the other terms of such proposed Lease, taken as a whole (and in the context of the already approved Proposed Lease Terms), are not Commercially Reasonable. (d) Borrower shall (i) deliver to each 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; (ii) observe and perform all the material obligations imposed upon the lessor under the Leases; (iii) enforce in a commercially reasonable manner as determined by Borrower in good faith all of the material terms, covenants and conditions contained in the Leases on the part of the lessee thereunder to be observed or performed, short of termination thereof, except that Borrower may terminate any Lease following a material default thereunder by the respective Tenant; (iv) not collect any of the rents thereunder more than one month in advance; (v) not execute any assignment of lessor's interest in the Leases or associated rents other than the Assignment of Rents and Leases; and (vi) not cancel or terminate any guarantee of any of the Major Leases without the prior written consent of Lender not to be unreasonably withheld. (e) Security deposits of Tenants under all Leases, whether held in cash or any other form, shall not be commingled with any other funds of Borrower and, if cash, shall be paid deposited by PurchaserBorrower at such commercial or savings bank or banks as may be reasonably satisfactory to Lender and (to the extent of Borrower's rights thereto) pledged 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 unless replaced by cash deposits as described above, shall be issued by an institution reasonably satisfactory to Lender, shall (if not prohibited by any Legal Requirements) name Lender as payee or mortgagee thereunder (or at Lender's option, be fully assignable to Lender) or may name Borrower as payee thereunder so long as such bond or other instrument is (to the extent of Borrower's rights thereto) pledged to Lender as security for the Indebtedness and shall, in all respects, comply with any applicable Legal Requirements and otherwise be reasonably satisfactory to Lender. Borrower shall, upon Lender's request, provide Lender with evidence reasonably satisfactory to Lender of Borrower's compliance with the foregoing. During the continuance of any 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 Borrower has not theretofore returned to the applicable Tenants or applied in accordance with the terms of the applicable Lease, and Lender shall hold such security deposits in a segregated account in accordance with the applicable Lease. (f) Each of Borrower and Sponsor covenant and agree not to take any action in respect of leasing efforts for adjacent retail properties owned by Affiliates of the Borrower or Sponsor, or contemplated to be developed by Affiliates of the Borrower or Sponsor, that would diminish or adversely affect the leasing efforts at the Property.

Leases. Except as expressly provided herein(a) Section 4.27 of the Disclosure Schedule identifies any Leased Real Property that is used in connection with the business of CSI, Seller shallany Acquired Entity and any Fund Entity (collectively, the “CMBS Leased Real Property”) and shall cause contains a true, complete and accurate list of each of Property Managerthe leases, Illinois Manager and Riverside LLC toincluding all amendments thereto, refrain from amending any existing Lease without Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability to interfere with the administration by Seller, Property Manager, Illinois Manager or Riverside LLC of any existing Lease as required by the terms of such Lease. In addition, except as expressly provided herein, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall enter into any new leases with respect to the CMBS Leased Real Property (each, each a “Proposed New CMBS Lease” and collectively, the “CMBS Leases”). The Other Sellers have made available to Purchaser true, without Purchaser’s complete and accurate copies of the CMBS Leases, including all schedules, amendments and modifications thereto. None of the Acquired Entities, the Fund Entities or their respective Subsidiaries owns any real property. Other than the CMBS Leases, to the Knowledge of the Other Sellers, the CMBS Leased Real Property is not subject to any other leases or occupancy agreements, rights of first refusal, options to purchase or other rights of occupancy. (b) Each CMBS Lease remains unmodified and is in full force and effect except as contemplated by the Contemplated Transactions, and each of the Acquired Entities, the Fund Entities and their respective Subsidiaries holds a legal, valid and existing leasehold interest under each of the CMBS Leases to which it is a party for the term(s) set forth therein. There are no other written approvalor oral agreements amending or in connection with the CMBS Leases. None of the Acquired Entities, as provided below the Fund Entities or their respective Subsidiaries is in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy material default or material breach of any Proposed New CMBS Lease into which Seller or Property Managernor, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as SellerKnowledge of the Other Sellers, Property Manageris any other party thereto. To the Knowledge of the Other Sellers, Illinois Manager no event has occurred and no circumstance exists which, if not remedied, and whether with or Riverside LLC may have without notice or the passage of time or both, would result in such a material default. (c) None of the Acquired Entities, the Fund Entities or any of their possession. Purchaser shall have five (5) Business Days from receipt respective Subsidiaries has received written notice of such Proposed New Lease to approve any pending or disapprove the samethreatened condemnations, which approval shall not be unreasonably withheldplanned public improvements, conditioned annexation, special assessments, zoning or delayed. In the event that Purchaser does not approve any such Proposed New Lease, Purchaser shall notify Sellersubdivision changes or other claims affecting, in writingany material respect, of such disapproval prior to expiration of the aforesaid five (5) Business Day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect to any lease with respect to the CMBS Leased Real Property executed between the date of this Agreement and the Closing Date shall be paid by PurchaserProperty.

Leases. Except as expressly provided herein, Seller shall, and shall cause each of Property Manager, Illinois Manager and Riverside LLC to, refrain from amending any existing Lease without Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability (a) Prior to interfere with the administration by Seller, Property Manager, Illinois Manager or Riverside LLC execution of any existing Lease as required by Leases of space in the terms of such Lease. In additionImprovements after the date hereof, except as expressly provided hereinBorrower shall submit to Lender, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall enter into any new leases with respect to the Property (each, a “Proposed New Lease”), without Purchaserfor Lender’s written prior approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned a copy of the form Lease Borrower plans to use in leasing space in the Improvements or delayedat the Property. In All such Leases of space in the event that Purchaser does Improvements or at the Property shall be on terms consistent with the terms for similar leases in the market area of the Premises, shall provide for free rent only if the same is consistent with prevailing market conditions, shall provide for market rents then prevailing in the market area of the Premises and substantially all of the Leases at the Property shall be for a term of not approve any such Proposed New Leaseless than six (6) months or greater than one (1) year. Such Leases may also provide for security deposits in reasonable amounts consistent with prevailing market conditions. Borrower shall also submit to Lender for Lender’s approval, Purchaser which approval shall notify Sellernot be unreasonably withheld, in writing, of such disapproval prior to expiration the execution thereof, any proposed Lease of the aforesaid five (5) Business Day periodImprovements or any portion thereof that differs materially and adversely from the aforementioned form Lease. Borrower shall not execute any Lease for all or a substantial portion of the Property, stating except for an actual occupancy by the Tenant, lessee or licensee thereunder, and shall at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect to any lease all Leases with respect to the Real Property, now or hereafter existing, on the part of the landlord, lessor or licensor thereunder to be kept and performed. Borrower shall furnish to Lender, within ten (10) days after a request by Lender to do so, but in any event by January 1 of each year, a current Rent Roll, certified by Borrower as being true and correct, containing the names of all Tenants with respect to the 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, if any. Upon the request of Lender, Borrower shall deliver to Lender a copy of each such Lease. Borrower shall not do or suffer to be done any act, 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 not further assign any such Lease or any such Rents and Profits. Borrower, at no cost or expense to Lender, 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 Borrower shall not anticipate, discount, release, waive, compromise or otherwise discharge any rent payable under any of the Leases except to the extent consistent with prudent collection practices. Notwithstanding the foregoing, at any time and from time to time, Lender shall be entitled to, and Borrower hereby grants to Lender the right to, undertake any and all action as may be required (in the sole discretion of Lender) to cure any default, or event which with the passage of time following any notice and cure period shall constitute a default by Borrower, under such Leases. Borrower shall not, without the prior written consent of Lender, 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 Property executed between is located. Borrower represents, warrants and covenants that no Rents have been anticipated, discounted, released, waived, compromised or otherwise discharged, except for prepayment of rent of not more than one (1) month prior to the accrual thereof, except for prepayments for up to thirty percent (30%) of the Leases at the Property consistent with sound and customary leasing practices for similar properties in the community in which the Property is located. (b) Upon the occurrence 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 Lender, Borrower shall surrender to Lender, and Lender shall be entitled to take actual possession of, the Property or any part thereof personally, or by its agent or attorneys. In such event, Lender shall have, and Borrower hereby gives and grants to Lender, the right, power and authority to make and enter into Leases with respect to the Property or portions thereof for such rents and for such periods of occupancy and upon conditions and provisions as Lender may deem desirable in its sole discretion, and Borrower expressly acknowledges and agrees that the term of any such Lease may extend beyond the date of this Agreement and any foreclosure sale of the Closing Date Property, it being the intention of Borrower that in such event Lender shall be deemed to be and shall be the attorney-in-fact of Borrower for the purpose of making and entering into Leases of parts or portions of the Property for the rents and upon the terms, conditions and provisions deemed desirable to Lender in its sole discretion and with like effect as if such Leases had been made by Borrower as the owner in fee simple of the Property free and clear of any conditions or limitations established by this Deed of Trust. The power and authority hereby given and granted by Borrower to Lender shall be deemed to be coupled with an interest, shall not be revocable by Borrower so long as any portion of the Debt is outstanding, shall survive the voluntary or involuntary dissolution of Borrower and shall not be affected by any disability or incapacity suffered by Borrower subsequent to the date hereof. In connection with any action taken by Lender pursuant to this Section, Lender shall not be liable for any loss sustained by Borrower resulting from any failure to let the Property, or any part thereof, or from any other act or omission of Lender in managing the Property, nor shall Lender be obligated to perform or discharge any obligation, duty or liability under any Lease covering the Property or any part thereof or under or by reason of this instrument or the exercise of rights or remedies hereunder. Borrower shall, and does hereby, indemnify Lender for, and hold Lender harmless from, any and all claims, actions, demands, liabilities, loss or damage which may or might be incurred by Lender 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 Lender 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 Lender. Should Lender 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 Lender until actually paid by PurchaserBorrower, shall be immediately due and payable to Lender by Borrower 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 Lender any duty, obligation or responsibility for the control, care, management or repair of the Property, or for the carrying out of any of the terms and conditions of any such Lease, nor shall it operate to make Lender responsible or liable for any waste committed on the Property by the Tenants or by any other parties or for any dangerous or defective condition of the Property, or for any negligence in the management, upkeep, repair or control of the Property. Borrower hereby assents to, ratifies and confirms any and all actions of Lender with respect to the Property taken under this Section.

Leases. Except as expressly provided herein, Seller shall, (a) Borrower shall (i) observe and perform all of the obligations imposed upon the lessor under the Leases; (ii) promptly send copies to Lender of all notices of default that Borrower shall cause each of Property Manager, Illinois Manager and Riverside LLC to, refrain from amending send or receive under any existing Lease without Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability to interfere with the administration by Seller, Property Manager, Illinois Manager or Riverside LLC Lease; (iii) promptly notify Lender of any existing tenant under a Lease as at the Property which has vacated or ceased operating, or has given Borrower written notice of its intention to vacate or cease operating the premises (or any portion thereof) leased to such tenant pursuant to the applicable Lease; (iv) enforce the material terms, covenants and conditions in the Leases to be observed by tenants in accordance with commercially reasonable practices for properties similar to the Property; and (v) obtain the prior written approval of Lender for any Lease, any amendment thereto, assignment thereof, or subletting thereunder (unless approval for such assignment or subletting is not required by pursuant to the express terms of such Lease). (b) Borrower (i) shall furnish to Lender, upon written request from time to time, a copy of each Lease and (ii) shall use commercially reasonable efforts to furnish to Lender, upon written request from time to time, an estoppel certificate from the tenant under each Lease (provided that, unless an Event of Default has occurred within the applicable calendar year or a material default has occurred under the applicable Lease, Borrower shall not be required to deliver such certificates more frequently than once in any calendar year). In additionLOAN AGREEMENT 29 Loan No. 374-1407 (c) All proposed Leases (including modifications thereof) require Lender's prior written approval at Borrower's expense (including legal fees and expenses) prior to execution thereof. Notwithstanding anything to the contrary provided in this Agreement, except Borrower shall have the right to request any lease approval by electronic means as expressly the method of delivery of said request to the email address provided hereinin Section 12.6. Borrower shall promptly deliver to Lender a copy of each Lease (other than a residential lease) entered into after the Closing Date within five (5) Business Days after such Lease is fully executed, neither Seller nor any together with written certification from Borrower confirming that (y) the copy delivered is a true, complete and correct copy of Property Manager, Illinois Manager such Lease and Riverside LLC shall enter into any new leases with (z) Borrower has satisfied all conditions of this Section 5.7. With respect to the Property (each, a “Proposed New Lease”), without Purchaser’s written any proposed new Lease or amendment of an existing Lease requiring Lender approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser if, within seven (7) Business Days after Lender's receipt of Borrower's written request for such approval stating: "TIME SENSITIVE RESPONSE REQUIRED WITHIN 7 BUSINESS DAYS AFTER RECEIPT OR DEEMED APPROVAL MAY OCCUR", together with the following: (i) a true and complete copy of the proposed final new Lease or amendment, as the case may be, including any Proposed New exhibits and side agreements relating thereto, (ii) for new Leases only, if the Lease into which Seller or Property Manageris prepared based on Borrower's standard form, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect a blackline showing differences from that form, (iii) to the proposed extent a letter of intent was not previously provided to Lender, a lease summary describing in reasonable detail all material terms if such a summary has been prepared, and (iv) to the extent provided by tenant as Sellerto Borrower, Property Managertenant financial statements or credit reports (collectively, Illinois Manager the "Lease Approval Package"), Lender does not approve or Riverside LLC disapprove such new Lease (disapproval to include reasons), Borrower may have in their possessiondeliver a second notice to Lender, together with a second Lease Approval Package, stating: "PURSUANT TO THE TERMS OF THE LOAN DOCUMENTS FOR LOAN NUMBER 374-1407 DATED AUGUST 14, 2024, LENDER HAS FAILED TO RESPOND TO THE REQUEST FOR APPROVAL OF A NEW LEASE OR AMENDMENT. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease FAILURE OF LENDER TO RESPOND TO BORROWER'S REQUEST FOR SUCH APPROVAL WITHIN 3 BUSINESS DAYS AFTER RECEIPT OF THIS SECOND NOTICE SHALL BE DEEMED TO BE LENDER'S APPROVAL OF SUCH NEW LEASE". If Lender fails to approve or disapprove (which such disapproval shall include reasons) of such new Lease or amendment, as the samecase may be, which approval within three (3) Business Days after Lender's receipt of said second notice and second Lease Approval Package, such new Lease or amendment shall not be unreasonably withhelddeemed approved by Lender. (d) Borrower shall not: (i) sell, conditioned assign, transfer, mortgage, pledge or delayedotherwise dispose of or encumber, whether by merger, consolidation, operation of law or otherwise, any Lease or any Rents to anyone other than Lender until the Indebtedness is paid in full; LOAN AGREEMENT 30 Loan No. In 374-1407 (ii) receive or collect, or permit the event receipt or collection of any Rents under the Leases more than one (1) month in advance (except that Purchaser does not approve Borrower may collect in advance such security deposits as are permitted pursuant to applicable Legal Requirements and are commercially reasonable in the prevailing market); (iii) enter into, modify, or amend any Lease; (iv) cancel, terminate or accept a surrender or suffer or permit any cancellation, termination or surrender of any Lease or any guaranty of any Lease; provided, however, that Borrower may terminate any such Proposed New Lease if the lessee thereunder is in material default of such Lease; (v) commence any summary proceeding or other action to recover possession of any space demised pursuant to any Lease, Purchaser shall notify Sellerother than a proceeding brought in good faith by reason of a default of any lessee of which, in writingexcept with respect to residential Leases, of such disapproval prior Borrower has provided written notice to expiration of the aforesaid five Lender; (5vi) Business Day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing take any other action with respect to any lease with respect Lease which would likely impair the security of Lender pursuant to the Real Security Instrument or the Assignment of Leases; (vii) execute any agreement or instrument or create or permit a lien which may be or become superior to any Lease; (viii) suffer or permit to occur any release of liability of any lessee or the accrual of any right in any lessee to withhold payment of any Rent; (ix) alter, modify or change the terms of any guaranty of any Lease or consent to the release of any party thereto; (x) request, consent, agree to, or accept, the subordination of any Lease to any mortgage (other than the Security Instrument) or other encumbrance now or hereafter affecting the Property; or (xi) consent to the assignment of any Lease or any subletting of the Property executed between demised pursuant to any Lease unless Borrower is required to consent as a result of the date satisfaction of certain objective conditions contained therein. (e) 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, which sums shall be held in the Rollover Reserve Account. All sums in the Rollover 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 entered into in accordance with this Agreement 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(e) shall be returned to Borrower. LOAN AGREEMENT 31 Loan No. 374-1407 (f) Any letter of credit or other instrument in the amount of $250,000 or more that Borrower receives in lieu of a cash security deposit under any Lease shall upon Lender's written request, 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). (g) Notwithstanding anything to the contrary contained herein, in no event shall Borrower enter into any Lease which contains a purchase option or right of first refusal to purchase any Property or portion thereof unless Lender expressly consents in writing to such purchase option or right of first refusal to purchase in its sole and absolute discretion. (h) Prior to the Closing Date Date, Borrower shall be paid by Purchaserdeliver to Lender, for Lender's review and approval, Borrower's form of Lease. (i) Borrower shall pay to Lender all of Lender's reasonable legal expenses associated with, a Borrower review or consent request related to a Lease or any subordination, non-disturbance and attornment agreement.

Leases. Except as expressly provided hereinspecified on Schedule 3.8(b), Seller shall(A) each Lease is legal, valid, binding, enforceable and shall in full force and effect in all material respects; (B) the assignment of each Lease to Purchaser in accordance with this Agreement does not require the consent of any other Person, will not result in a breach of, or default under, such Lease, or otherwise cause each of Property Managersuch Lease to cease to be legal, Illinois Manager valid, binding, enforceable and Riverside LLC to, refrain from amending any existing Lease without Purchaser’s written approval, as provided belowin full force and effect on identical terms following the Closing, provided that Purchaser shall have the consent of the landlord thereunder is obtained when required; (C) Seller has no ability material disputes with any Landlords with respect to interfere any Lease or any Leased Real Property and to Seller's Knowledge, no Landlord under any Lease has a dispute with the administration by Seller, Property Manager, Illinois Manager Seller with respect to any Lease or Riverside LLC of any existing Lease as required by the terms of such Lease. In addition, except as expressly provided herein, Leased Real Property; (D) neither Seller nor any other party to any Lease is in material breach or default under any Lease, and to Seller's Knowledge, no event has occurred or circumstance exists which, with the delivery of Property Managernotice, Illinois Manager and Riverside LLC shall enter into the passage of time or both, would constitute a breach or default under any new leases Lease, or permit the termination or modification of any Lease or acceleration of rent under any Lease; (E) no portion of any security deposit tendered in accordance with any Lease has been applied with respect to the Property a breach or default under such Lease which has not been restored in full; (each, a “Proposed New Lease”), without Purchaser’s written approval, as provided below in this Section 5.6.10. F) Seller shall furnish Purchaser with a true and complete copy of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser does not approve owe, and will not owe in the future, any such Proposed New Lease, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration of the aforesaid five (5) Business Day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing brokerage commissions payable after Closing or finder's fees with respect to any Lease; (G) no party to any Lease (other than Seller) is an affiliate of Seller or otherwise has any economic interest in Seller; (H) Seller has not collaterally assigned or granted any other security interest in any Lease; (I) there are no Liens or encumbrances on the estate or interest created by any Lease; (J) none of the Leases contains restrictions on the tenant's ability to operate or lease a grocery store or pharmacy on the Leased Real Property; (K) Seller has taken all necessary actions required under the Leases and/or applicable Legal Requirements to enforce its rights against the applicable landlord with respect to the any known deferred maintenance obligation of a landlord at any Leased Real Property executed between (L) no person or firm possesses or occupies, or has the date right to possess or occupy, any portion of this Agreement any Leased Real Property, except for (i) that portion of any Leased Real Property that is a "common area" under the applicable Lease and (ii) those portions of any Leased Real Property occupied by subtenants pursuant to valid Subleases more particularly identified on Schedule 3.8(c). Notwithstanding the Closing Date materiality qualifiers in (C) and (D) above, Seller shall be paid by Purchaseruse all commercially reasonable efforts to provide Purchaser with written information regarding each dispute, breach and default arising in, under, or in connection with a Lease.

Leases. Except 14.1 Seller shall prepare and deliver to the lessor (and any sublessor if the Seller's interest under any Lease is a sublease interest) of each Lease, and it shall be a condition precedent of Buyer's obligation to close, that each Lessor execute and deliver to Buyer prior to the Closing a Landlord's Estoppel Certificate (each an "Estoppel Certificate" and collectively the "Estoppel Certificates") in substantially the form of Exhibit E attached hereto., as expressly provided hereinmodified for each Lease to the reasonable mutual satisfaction of the parties. 14.2 On the Closing Date, Seller shalland Buyer shall execute and deliver the Lease Assignments pursuant to which Seller shall assign and Buyer shall assume Seller's entire right and interest in the Leases currently in effect for Tukwila, Bellevue and Tacoma (the "Leases"), together with all applicable tenant and/or leasehold improvements and fixtures. Under each Assignment (and subject to obtaining the respective landlord's consent thereto), Buyer shall be entitled to occupy the respective premises throughout the respective terms of the Leases, together with any renewals or extensions thereof subject to rents, covenants and conditions contained therein. 14.3 From and after the Closing, Buyer shall assume responsibility for the performance of all of the obligations and conditions on the part of the tenant to be performed under the Leases for periods from and after the Closing (the "Buyer's Assumed Lease Obligations"). Buyer shall at all times thereafter indemnify, defend (with counsel reasonably satisfactory to Seller) and hold the Seller harmless from any and all claims, demands, suits, liabilities, damages, expenses, actions or judgments, whether asserted by the landlords or by any other party, governmental authority or administrative agency, arising out of Buyer's performance of the Buyer's Assumed Lease Obligations. 14.4 Seller hereby warrants and represents, that the terms and provisions of the Leases on the part of the tenant to be performed prior to the Effective Time have been fulfilled in all respects, that all rentals and other monetary and non-monetary obligations are current, and that there are no pending claims or demands being asserted by the landlords or by any other party, governmental authority, or agency, by reason of the occupancy by Seller of the premises covered by the Leases. Further, Seller agrees to continue to perform all of its obligations as tenant under each Lease until the Effective Time. Seller hereby agrees to and shall cause each at all times hereafter indemnify and hold the Buyer harmless from and against any and all claims, demands, actions, or judgments, at law or in equity, whether asserted by landlord or by any other party, governmental authority, or administrative agency, occurring prior to the Effective Time in connection with Seller's breach of Property Managerany obligations or performance, Illinois Manager warranties and/or representations set forth herein and Riverside LLC toany breach or default in the performance of the obligations on the part of tenant to be performed under the Leases, refrain from amending any existing other than the Buyer's Assumed Lease without Purchaser’s written approvalObligations. 14.5 Seller hereby represents and warrants to Buyer, as provided below, provided that Purchaser shall have no ability to interfere with the administration by Seller, Property Manager, Illinois Manager or Riverside LLC of any existing Lease as required by the terms of such Lease. In addition, except as expressly provided herein, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall enter into any new leases with respect to the Property (each, a “Proposed New Lease”), without Purchaser’s written approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser does not approve any such Proposed New Lease, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration of the aforesaid five (5) Business Day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect to any lease with respect to the Real Property executed between the date of this Agreement Agreement, as follows: (a) Seller has delivered to Buyer true and complete copies of the Closing Date shall Leases, including all amendments, modifications and supplements thereto. Except for the Leases, there are no agreements, written or oral, affecting or relating to Seller's lease of the premises of the Restaurants. (b) All base rent and additional rent, including prepaid rent and security deposits, under the Leases have been paid current through April 30, 1997, and all percentage rent (if applicable) under the Leases have been paid current through February 23, 1997. (c) The amount of security deposit(s) and prepaid rent for each of the Leases is as specified in Schedule 14.5(c) hereto. (d) Seller took possession of each Restaurant as of the date specified in Schedule 14.5(d) hereto. (e) All work to be paid performed by Purchaserthe lessor or Seller, as the tenant, under the Leases has been completed. (f) The Leases (i) are in full force and effect; (ii) free from default and from any event that with the passage of time, the giving of notice, or both, otherwise would constitute a default or breach thereunder; (iii) Seller has no claims against the lessors or offsets or defenses against rent; (iv) the lessors of the Leases are in full compliance with their obligations under the Leases and there exists no dispute with the lessors relative to the Leases; and (v) there exists no dispute between Seller and any other tenant or merchants' association of the center or project in which the Leased Premises are located relating to any Lease. (g) Seller has received no notice from the lessors of the Leases of any prior sale, transfer, assignment, hypothecation or pledge of the Leases or the rents payable thereunder, except as otherwise specified in Schedule 14.5(g). (h) Seller has full possession of the Leased Premises, has not assigned the Leases or sublet any part of the Leased Premises, and does not hold the Leased Premises under an assignment or sublease, except as set forth in Schedule 1.3. (i) To the best of Seller's knowledge, the Leased Premises (including the roof and roof membrane, exterior and structural walls, foundations, and other load-bearing components of the Leased Premises) are in good condition and repair. To the best of Seller's knowledge, all elevators, heating, ventilation and air conditioning systems ("HVAC"), plumbing, electrical, wiring, life safety, and other equipment, appurtenances, systems and improvements are in good condition and repair and fully operational and functional. To the best of Seller's knowledge, all parking areas and other paved surfaces appurtenant to the Leased Premises are

Leases. Except as expressly provided herein, Seller shall, and shall cause each of Property Manager, Illinois Manager and Riverside LLC to, refrain from amending any existing Lease without Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability (a) Prior to interfere with the administration by Seller, Property Manager, Illinois Manager or Riverside LLC execution of any existing Lease as required by Leases of space in the terms of such Lease. In additionImprovements after the date hereof, except as expressly provided hereinBorrower shall submit to Lender, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall enter into any new leases with respect to the Property (each, a “Proposed New Lease”), without Purchaserfor Lender’s written prior approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned a copy of the form Lease Borrower plans to use in leasing space in the Improvements or delayedat the Property. In All such Leases of space in the event that Purchaser does Improvements or at the Property shall be on terms consistent with the terms for similar leases in the market area of the Premises, shall provide for free rent only if the same is consistent with prevailing market conditions, shall provide for market rents then prevailing in the market area of the Premises and substantially all of the Leases at the Property shall be for a term of not approve any such Proposed New Leaseless than six (6) months or greater than one (1) year. Such Leases may also provide for security deposits in reasonable amounts consistent with prevailing market conditions. Borrower shall also submit to Lender for Lender’s approval, Purchaser which approval shall notify Sellernot be unreasonably withheld, in writing, of such disapproval prior to expiration the execution thereof, any proposed Lease of the aforesaid five (5) Business Day periodImprovements or any portion thereof that differs materially and adversely from the aforementioned form Lease. Borrower shall not execute any Lease for all or a substantial portion of the Property, stating except for an actual occupancy by the Tenant, lessee or licensee thereunder, and shall at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect to any lease all Leases with respect to the Real Property, now or hereafter existing, on the part of the landlord, lessor or licensor thereunder to be kept and performed. Borrower shall furnish to Lender, within ten (10) days after a request by Lender to do so, but in any event by January 1 of each year, a current Rent Roll, certified by Borrower as being true and correct, containing the names of all Tenants with respect to the 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, if any. Upon the request of Lender, Borrower shall deliver to Lender a copy of each such Lease. Borrower shall not do or suffer to be done any act, 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 not further assign any such Lease or any such Rents and Profits. Borrower, at no cost or expense to Lender, 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 Borrower shall not anticipate, discount, release, waive, compromise or otherwise discharge any rent payable under any of the Leases except to the extent consistent with prudent collection practices. Notwithstanding the foregoing, at any time and from time to time, Lender shall be entitled to, and Borrower hereby grants to Lender the right to, undertake any and all action as may be required (in the sole discretion of Lender) to cure any default, or event which with the passage of time following any notice and cure period shall constitute a default by Borrower, under such Leases. Borrower shall not, without the prior written consent of Lender, 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 Property executed between is located. Borrower represents, warrants and covenants that no Rents have been anticipated, discounted, released, waived, compromised or otherwise discharged, except for prepayment of rent of not more than one (1) month prior to the accrual thereof, except for prepayments for up to thirty percent (30%) of the Leases at the Property consistent with sound and customary leasing practices for similar properties in the community in which the Property is located. (b) Upon the occurrence of an Event of Default under this Security Deed, 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 Security Deed, forthwith, upon demand of Lender, Borrower shall surrender to Lender, and Lender shall be entitled to take actual possession of, the Property or any part thereof personally, or by its agent or attorneys. In such event, Lender shall have, and Borrower hereby gives and grants to Lender, the right, power and authority to make and enter into Leases with respect to the Property or portions thereof for such rents and for such periods of occupancy and upon conditions and provisions as Lender may deem desirable in its sole discretion, and Borrower expressly acknowledges and agrees that the term of any such Lease may extend beyond the date of this Agreement and any foreclosure sale of the Closing Date Property, it being the intention of Borrower that in such event Lender shall be deemed to be and shall be the attorney-in-fact of Borrower for the purpose of making and entering into Leases of parts or portions of the Property for the rents and upon the terms, conditions and provisions deemed desirable to Lender in its sole discretion and with like effect as if such Leases had been made by Borrower as the owner in fee simple of the Property free and clear of any conditions or limitations established by this Security Deed. The power and authority hereby given and granted by Borrower to Lender shall be deemed to be coupled with an interest, shall not be revocable by Borrower so long as any portion of the Debt is outstanding, shall survive the voluntary or involuntary dissolution of Borrower and shall not be affected by any disability or incapacity suffered by Borrower subsequent to the date hereof. In connection with any action taken by Lender pursuant to this Section, Lender shall not be liable for any loss sustained by Borrower resulting from any failure to let the Property, or any part thereof, or from any other act or omission of Lender in managing the Property, nor shall Lender be obligated to perform or discharge any obligation, duty or liability under any Lease covering the Property or any part thereof or under or by reason of this instrument or the exercise of rights or remedies hereunder. Borrower shall, and does hereby, indemnify Lender for, and hold Lender harmless from, any and all claims, actions, demands, liabilities, loss or damage which may or might be incurred by Lender under any such Lease or under this Security Deed or by the exercise of rights or remedies hereunder and from any and all claims and demands whatsoever which may be asserted against Lender 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 Lender. Should Lender 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 Lender until actually paid by PurchaserBorrower, shall be immediately due and payable to Lender by Borrower 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 Lender any duty, obligation or responsibility for the control, care, management or repair of the Property, or for the carrying out of any of the terms and conditions of any such Lease, nor shall it operate to make Lender responsible or liable for any waste committed on the Property by the Tenants or by any other parties or for any dangerous or defective condition of the Property, or for any negligence in the management, upkeep, repair or control of the Property. Borrower hereby assents to, ratifies and confirms any and all actions of Lender with respect to the Property taken under this Section.

Leases. Except (a) Borrower shall furnish Lender with executed copies of all Leases. All new Leases and renewals or amendments of Leases must (i) be entered into on an arms-length basis with Tenants that are not affiliates of Borrower and whose identity and creditworthiness is appropriate for tenancy in property of comparable quality, (ii) provide for rental rates and other economic terms that, taken as expressly provided hereina whole, Seller shallare at least equivalent to then-existing market rates, based on the applicable market, and otherwise contain terms and conditions that are commercially reasonable, (iii) have an initial term of not more than 10 years, (iv) not reasonably be expected to result in a Material Adverse Effect and (v) be 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, 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 cause each 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 on such other form reasonably satisfactory to Lender, with respect to any Lease entered into after the Closing Date that expressly requires the delivery of Property Managera subordination, Illinois Manager attornment and Riverside LLC tonon-disturbance agreement. (b) Any Lease that does not conform to the standards set forth in Section 5.7(a) shall be subject to the prior written consent of Lender, refrain from amending which consent shall not be unreasonably withheld, delayed or conditioned. In addition, all new Leases that are Major Leases, and all terminations, renewals and amendments of Major Leases, and any existing Lease without Purchaser’s surrender of rights under any Major Lease, shall be subject to the prior written approvalconsent 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 provided belowit 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 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 Purchaser if 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 no ability delivered to interfere Lender such additional information. In the event Lender fails to 49125-481/Block 21 (TX) approve or disapprove such request within five (5) Business Days after Lender's receipt of such second request, such request shall be deemed 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 administration material obligations imposed upon the lessor under the Leases; (ii) enforce all of the material terms, covenants and conditions contained in the Leases on the part of the lessee thereunder to be observed or performed, short of termination thereof, except that Borrower may terminate any Lease following a material default thereunder by Seller, Property Manager, Illinois Manager the 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 Riverside LLC associated rents other than the assignment of rents and leases under the Security Instrument; (v) not cancel or terminate any guarantee of any existing of the Major Leases without the prior written consent of Lender; and (vi) not permit any subletting of any space covered by a Lease as required by or an assignment of the Tenant's rights under a Lease, except in strict accordance with the terms of such Lease. In additionBorrower shall deliver to each new Tenant a Tenant Notice upon execution of such Tenant's Lease, except and promptly thereafter deliver to Lender a copy thereof and evidence of such Tenant's receipt thereof. (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, any bond or other instrument held by Borrower in lieu of cash security shall name Lender as expressly provided hereinpayee 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, neither Seller nor 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 Property Managerthe material terms, Illinois Manager and Riverside LLC covenants or conditions thereof to be performed or observed by Borrower. Borrower shall enter into any new leases with respect use commercially reasonable efforts to the Property (each, a “Proposed New Lease”), without Purchaser’s written approval, as provided below provide in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of any Proposed New each Major Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser does not approve any such Proposed New Lease, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration of the aforesaid five (5) Business Day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable executed after Closing with respect to any lease with respect to the Real Property executed between the date of this Agreement and the Closing Date to which Borrower is a party that any Tenant delivering any such notice shall send a copy of such notice directly to Lender. (f) All agreements entered into by or on behalf of Borrower that require the payment of Leasing Commissions or other similar compensation to any party shall (i) provide that the obligation will not be paid by Purchaserenforceable against Lender and (ii) be subordinate to the lien of the Security Instrument.

Leases. Except as expressly provided hereinIn order to maintain a community of congenial Owners who are financially responsible and thus protect the value of the Units, Seller shallthe leasing and rental of Units by any Owner shall be subject to the following provisions, which provisions each Unit Owner covenants to observe (The term lease includes but is not limited to any type of occupancy of a Unit wherein the occupant or someone on behalf of the occupant has paid any form of consideration to anyone including the Owner including but not limited to occupancy pursuant to a license, transient rental agreement, home exchange, or other arrangement.): (a) no Owner may lease his or her Unit for a period less than one (1) calendar month or thirty (30) consecutive days to the same tenant, no Unit may be advertised or offered for lease for a lease term less than one (1) calendar month or thirty (30) consecutive days, and shall cause each no Unit may be leased more than four (4) times in any calendar year; (b) the Unit Owner must first submit to the Board or subcommittee thereof, a copy of Property Manager, Illinois Manager and Riverside LLC to, refrain from amending any existing Lease without Purchaser’s written the fully executed lease for its approval, such lease, if at all practicable, to be submitted on a standardized form previously approved by the Board; (c) all fees and expenses imposed for the registration and transfer of the Unit Owner's rights to the Unit must be paid by the Unit Owner prior to the tenant's occupancy; (d) the Unit owner is not delinquent in the payment of assessments at the time the application is considered; (e) the tenant, during any previous occupancy, has not evidenced a disregard for the Association’s rules or has failed to pay applicable fees and charges; (f) the prospective tenant has not given false or incomplete information to the Board as provided belowpart of the application procedure, and the required transfer fees and/or security deposit is paid; and (g) the lease must specifically state that the tenant lets the Unit subject to the terms and conditions of this Declaration and if the Unit Owner fails to pay the Assessments required hereunder, the Association may collect directly from the tenant the outstanding Assessments, provided that Purchaser shall have no ability to interfere with the administration by Seller, Property Manager, Illinois Manager or Riverside LLC amount of any existing Lease as required by the terms Assessments does not exceed the rental amount for the Unit. The rights of such Lease. In addition, except as expressly provided herein, neither Seller nor any of Property Manager, Illinois Manager the Unit Owner and Riverside LLC shall enter into any new leases the tenant with respect to the Property (eachGolf Course during the term of the lease shall be governed by the Rules and Regulations, but in no event shall the Unit Owner be entitled to access or use of the Golf Course during the term of the tenant's occupation of the Unit. No subleasing or assignment of lease rights by the tenant is allowed, and if proper notice is not given, the Board at its election may immediately disapprove the lease. Any lease entered into without approval may, at the option of the Board, be treated as a “Proposed New Lease”)nullity, without Purchaser’s written approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser Board shall have the power to evict the tenant with five (5) Business Days days’ notice, without securing consent to such eviction from receipt the Unit Owner or may take any other action to deny the privilege of such Proposed New Lease to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser does not approve any such Proposed New Lease, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration of the aforesaid five (5) Business Day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming occupancy and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect to any lease with respect to the Real Property executed between the date of this Agreement and the Closing Date shall be paid by Purchaseruse.

Leases. Except as expressly (a) Absent an outstanding Default, Borrower shall retain the right to execute or renew a Lease without the consent of Administrative Agent, provided hereinthe following conditions exist: (i) Such Lease is on Borrower’s Form Lease reasonably approved by Administrative Agent (and with no material changes thereto, Seller shallother than customary market terms); (ii) Such Lease, or Leases to the same tenant or its affiliates, comprises not more than 12,500 rentable square feet (lease(s) comprising greater than 12,500 rentable square feet shall constitute a “Major Lease”); (iii) The lease is consistent with fair market terms (including an effective rental rate based on the results of the Appraisals, and the lease term is at least 3 years) and is entered into pursuant to arms-length negotiations with tenants not affiliated with Borrowers; and (iv) The lease shall cause provide for no more than 1.0 months of free rent per each year of Property Managerthe lease term. Absent a Default, Illinois Manager and Riverside LLC to, refrain from amending Borrower shall retain the right to amend or otherwise modify any existing lease that is not a Major Lease without Purchaser’s written approval, as provided belowthe consent of Administrative Agent, provided that Purchaser shall have no ability the lease as modified is consistent with fair market terms and is entered into pursuant to interfere arms-length negotiations with tenants not affiliated with Borrower, and otherwise satisfies the administration by Sellerforegoing requirements of this Section 4.02(a) (provided, Property Managerhowever, Illinois Manager or Riverside LLC of any existing Lease as required by the terms of such Lease. In addition, except as expressly provided herein, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall enter into any new leases that with respect to leases that were entered into prior to the Borrower’s ownership of the Property (each, a the “Proposed New LeasePreexisting Leases”), any such amendment or modification shall only require Lender’s consent if such lease is a Major Lease, unless the amendment or modification pertains to rent or other economic terms of the Preexisting Lease, in which case Lender’s consent shall be required unless such amendment or modification complies with all of the requirements of Sections 4.02(a) (ii), (iii) and (iv)). Absent a Default, Borrower also retains the right to terminate any lease that is not a Major Lease without Purchaserthe consent of Administrative Agent, provided that the same is in the ordinary course of business and in the best interests of the applicable Property. In the event Administrative Agent’s written approvalconsent (not to be withheld, conditioned or delayed unreasonably) is required for a lease or lease modification (as is the case with a Major Lease), the failure of Administrative Agent to disapprove within seven (7) Business Days following delivery by Borrower of a lease approval package containing information available to the Borrower concerning the lessee and its business and financial condition and a draft of the lease or lease modification agreement, as provided below applicable (or, in this Section 5.6.10. Seller shall furnish Purchaser with lieu of such lease or lease modification agreement, a true and complete copy of any Proposed New Lease into the letter of intent (“LOI”) for such proposed lease or lease modification) shall constitute Administrative Agent’s approval of the lease or lease modification, provided such lease or lease modification is documented pursuant to a lease or modification agreement which Seller is consistent with the LOI or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect draft lease/lease modification delivered to the proposed tenant Administrative Agent in all material respects. In the event there are material changes to the LOI approved or deemed approved by Administrative Agent, Borrower shall deliver to Administrative Agent the revised LOI (or lease or lease modification agreement, as Sellerapplicable) reflecting such material changes, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have and the failure of Administrative Agent to disapprove within five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the same, which following delivery thereof by Borrower shall constitute Administrative Agent’s approval shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser does not approve any such Proposed New Lease, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration of the aforesaid five (5) Business Day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect to any applicable lease with respect to the Real Property executed between the date of this Agreement and the Closing Date shall be paid by Purchaseror lease modification.

Leases. Except (a) Borrower shall furnish Lender with executed copies of all Leases, together with a detailed breakdown of income and cost associated therewith. All new Leases and renewals or amendments of Leases must be entered into on an arms-length basis with Tenants whose identity and creditworthiness is appropriate for tenancy in a property of comparable quality, must provide for rental rates and other economic terms which, taken as expressly provided hereina whole, Seller shallare at least equivalent to then-existing market rates, based on the applicable market, and shall cause must contain terms and conditions that are commercially reasonable (in each of case, unless Lender consents to such Lease in its sole discretion). All new Leases must provide that they are subject and subordinate to any current or future mortgage financing on the Property Manager, Illinois Manager and Riverside LLC to, refrain from amending that the Tenant agrees to attorn to any existing Lease without Purchaser’s written approval, as provided belowforeclosing mortgagee at such mortgagee's request, provided that Purchaser shall have no ability such mortgagee provides a nondisturbance agreement to interfere with the administration Tenant in form and substance contained in Exhibit D to the Mortgage or another form requested by Sellera Tenant which form is reasonably acceptable to such mortgagee. (b) All new Leases which are Major Leases, Property Manager, Illinois Manager or Riverside LLC and all terminations (other than as a result of any existing Lease as required a material default by the terms Tenant thereunder), renewals (other than at Tenant's option as contained in the Lease) and material amendments of such Major Leases, and any surrender of landlord's material rights under any Major Lease. In addition, except as expressly provided herein, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall enter into any new leases with respect be subject to the Property (each, a “Proposed New Lease”), without Purchaser’s prior written approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy consent of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the sameLender, which approval consent shall not be unreasonably withheld, conditioned withheld or delayed. With regard to any action described in this Section 5.7(b) for which Lender's consent is required, Lender shall not withhold its consent or disapproval to any such action for more than ten (10) Business Days after request for approval thereof has been made by Borrower, accompanied by a detailed description of the request for which approval is sought, provided that Borrower submits such request for Lender's approval in an envelope labeled "Priority" and delivered to Lender by overnight delivery and otherwise in accordance with the provisions of Section 9.4 and which request shall state at the top of the first page in bold lettering "LENDER'S RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER." In the event that Purchaser does Lender fails to either approve such request or disapprove such request for more than ten (10) Business Days after receipt thereof, the action that was the subject of said request shall be deemed approved. (c) Borrower shall (i) observe and perform all the material obligations imposed upon the lessor under the Leases; (ii) enforce all of the material terms, covenants and conditions contained in the Leases on the part of the lessee thereunder to be observed or performed, short of termination thereof, except that Borrower may terminate any Lease following a material default thereunder by the respective Tenant; (iii) not approve 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 Mortgage; and (v) not cancel or terminate any guarantee of any of the Major Leases without the prior written consent of Lender which consent shall not be unreasonably withheld or delayed. With regard to any action described in this Section 5.7(c) for which Lender's consent is required, Lender shall not withhold its consent or disapproval to any such Proposed New action for more than ten (10) Business Days after request for approval thereof has been made by Borrower, accompanied by a detailed description of the request for which approval is sought, provided that Borrower submits such request for Lender's approval in an envelope labeled "Priority" and delivered to Lender by overnight delivery and otherwise in accordance with the provisions of Section 9.4 and which request shall state at the top of the first page in bold lettering "LENDER'S RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER." In the event that Lender fails to either approve such request or disapprove such request for more than ten (10) Business Days after receipt thereof, the action that was the subject of said request shall be deemed approved. Borrower shall deliver to each new Tenant a Tenant Notice upon execution of such Tenant's Lease, Purchaser and promptly thereafter deliver to Lender a copy thereof and evidence of such Tenant's receipt thereof. (d) Security deposits of Tenants under all Leases, whether held in cash or any other form, shall notify Sellernot be commingled with any other funds of Borrower and, if cash, shall be deposited by Borrower at such commercial or savings bank or banks as may be reasonably satisfactory to Lender and pledged 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 unless replaced by cash deposits as described above, shall (if not prohibited by any Legal Requirements) name Lender as payee or mortgagee thereunder (or at Lender's option, be fully assignable to Lender) or may name Borrower as payee thereunder so long as such bond or other instrument is pledged to Lender as security for the Indebtedness and shall, in writingall material respects, comply with any applicable Legal Requirements. Borrower shall, upon Lender's request, provide Lender with evidence reasonably satisfactory to Lender of such disapproval prior Borrower's compliance with the foregoing. During the continuance of any Event of Default, Borrower shall, upon Lender's request, deposit with Lender in a segregated Eligible Account pledged to expiration Lender the aggregate cash security deposits of the aforesaid five Tenants (5and any interest theretofore earned on such security deposits and actually received by Borrower) Business Day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect to any lease with respect which Borrower had not returned to the Real Property executed between applicable Tenants or applied in accordance with the date terms of this Agreement the applicable Lease, and Lender shall hold such security deposits in a segregated account in accordance with the Closing Date shall be paid by Purchaserapplicable Lease.

Leases. Except (a) Lender hereby approves the Master Lease. Each Lease entered into after the date hereof shall be subject to the prior written approval of Lender; provided, however, that so long as expressly no Event of Default is continuing, Borrower may permit or allow Master Tenant to enter into a sublease which meets the Approved Sublease Parameters without the consent of Lender. Borrower shall pay the actual, out-of-pocket costs and expenses associated with Lender or its counsel’s review of any Lease for which Lender’s consent may be required under this Section 5.7. (b) Borrower shall not, and shall not permit Master Tenant to, orally or in writing, without the prior written consent of Lender, alter, supplement, amend, modify or waive the terms or provisions of, renew, terminate, reduce rents or accept a surrender of space under, extend or shorten the term of, or enter into a sublease or a subordination, nondisturbance and attornment agreement in connection with, any Lease (other than a sublease meeting the Approved Sublease Parameters) or the premises demised thereby (including any guaranty, letter of credit or other credit support with respect thereto); provided, however, that Borrower may permit Master Tenant to terminate a Lease subject to compliance with Section 5.7(i) below in connection with the decision to have the applicable Property become a Dark Property. Any amendment, modification, waiver, termination, assignment, pledge, release, hypothecation, rent reduction, space surrender or term shortening of any Lease (other than a sublease meeting the Approved Sublease Parameters) shall be subject to the prior written approval of Lender (each, a “Lease Modification”), and shall be at Borrower’s sole cost and expense. In addition, Borrower shall not, without the prior consent of Lender, surrender any interest of Borrower in the Master Lease and if Borrower shall default in the performance or observance of any term, covenant or condition of the Master Lease on the part of Borrower and shall fail to cure the same prior to the expiration of any applicable cure period provided thereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all of the terms, covenants and conditions of the Master Lease on the part of Borrower to be performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Master Lease shall be kept unimpaired and free from default. Notwithstanding anything to the contrary contained herein, Seller at any time Borrower has any right to consent to any item under the Master Lease or the space demised thereby, Borrower shall not take such action without the prior written consent of Lender (other than with respect to a sublease meeting the Approved Sublease Parameters). If Borrower or Master Tenant shall deliver to Lender a copy of any notice of default under the Master Lease, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. (c) Borrower shall, and shall cause each of Property Manager, Illinois Manager and Riverside LLC Master Tenant to, refrain from amending (i) observe and punctually perform all the material obligations imposed upon the lessor under the Leases; (ii) enforce all of the material terms, covenants and conditions contained in the Leases on the part of the lessee thereunder to be observed or performed, short of termination thereof except that Borrower and/or Master Tenant may terminate any existing Lease (other than the Master Lease) following a monetary or material non-monetary default thereunder by the respective Tenant which default has not been cured within thirty (30) days after the occurrence thereof; (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; (v) not cancel or terminate any guarantee of any of the Leases without Purchaser’s the prior written approval, consent of Lender other than as provided belowmay be required pursuant to the terms thereof or in connection with the termination of the applicable Lease to which such guarantee relates; and (vi) other than with respect to a sublease meeting the Approved Sublease Parameters, provided that Purchaser shall have no ability to interfere with the administration by SellerEvent of Default is continuing, Property Manager, Illinois Manager or Riverside LLC not permit any subletting of any existing space covered by a Lease as or an assignment of the Tenant’s rights under a Lease, without the prior written consent of Lender, not to be unreasonably withheld, unless required by the terms of such Lease. In additionBorrower shall, except as expressly provided hereinor shall cause Master Tenant to, neither Seller nor any deliver to each new Tenant a Tenant Notice upon execution of Property Managersuch Tenant’s Lease, Illinois Manager and Riverside LLC promptly thereafter deliver to Lender a copy thereof and evidence of such Tenant’s receipt thereof. Provided that no Event of Default is continuing, Lender, at the request of Borrower (and at Borrower’s sole cost and expense), shall enter into any new leases 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 on such other form reasonably satisfactory to Lender, with respect to a sublease meeting the Property (each, a “Proposed New Lease”), without Purchaser’s written approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of any Proposed New Lease Approved Sublease Parameters entered into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser does not approve any such Proposed New Lease, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration of the aforesaid five (5) Business Day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect to any lease with respect to the Real Property executed between the date of this Agreement and the Closing Date shall be paid by Purchaserin accordance herewith that expressly requires the delivery of a subordination, attornment and non-disturbance agreement.

Leases. Except as expressly provided herein, Seller shall, and shall cause each of Property Manager, Illinois Manager and Riverside LLC to, refrain from amending any existing Lease without Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability to interfere with the administration by Seller, Property Manager, Illinois Manager or Riverside LLC of any existing Lease as required by the terms of such Lease. In addition, except as expressly provided herein, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall  Borrower will:  (a) Not enter into any new leases with respect to lease, amendment or modification of any existing or future lease in any building on the Mortgaged Property, or any agreement of any kind permitting present or future occupancy or use of the Mortgaged Property or any part thereof or give any consent or exercise any option required or permitted under any lease without the prior written consent of Lender (eachwhich consent, a “Proposed New Lease”), without Purchaser’s written approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser the case of any new lease or any amendment or modification of any existing or future lease with a true and complete copy of any Proposed New Lease into which Seller or Property Managernon-Affiliate, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the same, which approval shall will not be unreasonably withheld), conditioned or delayed. In and will deliver to Lender promptly after execution thereof copies of all leases of space in the event that Purchaser does not approve any such Proposed New LeaseMortgaged Property, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration regardless of the aforesaid five amount of space covered by such leases;  (5b) Business Day periodNot amend, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing terminate or take any action with respect to any lease which would adversely affect Borrower's rights under, or cause or permit a termination of, any existing or future leases or agreements without the prior written consent of Lender;  (c) Punctually perform all the terms and conditions to be performed by Borrower under each lease and agreement to which the Mortgaged Property is at any time subject;  (d) Assign to Lender all leases and agreements and the rents and profits therefrom. Such assignments shall (i) be in form satisfactory to Lender, (ii) be legally sufficient to empower Lender to assign any such leases and agreements to any person or entity acquiring title to all or any part of the Mortgaged Property by foreclosure proceedings or otherwise; (iii) shall provide that after foreclosure or delivery of a deed in lieu of foreclosure, no assignee of any lease or agreement so assigned shall be liable to account to Borrower for rents or profits thereafter accruing; and (iv) permit Lender after any Event of Default has occurred and is continuing to collect rents and profits and to apply the same to the Obligations in the order set forth in the Credit Agreement;  (e) Promptly notify Lender of any material default of which Borrower has knowledge under any lease or occupancy agreement; and  (f) Upon request by ▇▇▇▇▇▇ from time to time, and in any event annually on the anniversary date hereof, promptly furnish Lender with a certified rent roll stating the same categories of information for each tenant as are set forth on the rent roll attached to the Borrower's Certificate Respecting Leases of even date delivered by Borrower to Lender in connection with the closing of the Real Estate Term Loan (the “Borrower's Certificate”).  Borrower has heretofore furnished to Lender a true, accurate and complete rent roll of all tenants and occupants of the Improvements as of the date hereof.  ▇▇▇▇▇▇▇▇ has not received notice of a landlord default from any of the tenants, and there are no disputes with respect to any of the Real Property executed between leases other than as expressly set forth in the Borrower's Certificate.  No tenant has any right to a credit or offset against the rent payable pursuant to any of the leases other than as expressly set forth in the leases, no tenant is currently withholding payment of any rent, no tenant has paid any rent or other sum due under any of the leases more than thirty days in advance of the due date of this Agreement thereof, and no tenant is entitled to any free rent, payment or other credit except as expressly set forth in the Closing Date shall be paid by Purchaser.Borrower's Certificate. 

Leases. Except as expressly provided herein(a) Loan Parties shall not materially amend, Seller shallmaterially modify, terminate, consent to the assignment (unless required to do so under the applicable Material Lease and shall cause each of Property Managerexcluding any assignment pursuant to any Loan Document) or surrender of, Illinois Manager and Riverside LLC to, refrain from amending any existing Lease without Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability to interfere with the administration by Seller, Property Manager, Illinois Manager or Riverside LLC grant a waiver of any existing material provision or right of Loan Parties under, or otherwise materially supplement any Material Lease as required by the terms of such Lease. In additionor any guaranty thereof or subject to Section 6.10(b), except as expressly provided herein, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall enter into Minor Lease or any new leases with respect to the Property guaranty thereof (each, a “Proposed New LeaseMaterial Lease Action”), ) without PurchaserRequisite Lenders’ prior consent in the case of a Material Lease or Agent’s written approval, as provided below prior consent in this the case of a Minor Lease or enter into a Material Lease or any Minor Lease that does not satisfy the requirements of clause (ii) of Section 5.6.10. Seller shall furnish Purchaser with 6.10(b) without Requisite Lenders’ prior consent in the case of a true and complete copy of any Proposed New Material Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to Agent’s prior consent in the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt case of such Proposed New Lease to approve or disapprove the samea Minor Lease, which approval consent shall not be unreasonably withheld, conditioned or delayed. In Prior to seeking Requisite Lenders’ consent to enter into any Material Lease, Loan Parties shall deliver to Agent and Lenders a copy of such proposed lease (a “Proposed Material Lease”). Subject to clause (h) below, Agent (with the event approval of Requisite Lenders where required) shall approve or disapprove each Proposed Material Lease or Material Lease Action for which Agent’s and/or Requisite Lenders’, as applicable, approval is required under this Loan Agreement within ten (10) Business Days of the submission by Loan Parties to Agent and each Lender of a written request for such approval, accompanied by a final copy of the Proposed Material Lease, non-conforming Minor Leases or Material Lease Action. If requested by Loan Parties, Agent and Requisite Lenders, as applicable, will grant conditional approvals of Proposed Material Leases, non-conforming Minor Leases or proposed Material Lease Actions at any stage of the leasing process, including from initial “term sheet” through negotiated lease drafts, provided that Purchaser does not approve Agent and Requisite Lenders, as applicable, shall retain the right to disapprove any such Proposed New Material Lease, Purchaser non-conforming Minor Lease or proposed Material Lease Action, if subsequent to any preliminary approval material changes are made to the terms previously approved by Agent and/or Requisite Lenders, as applicable, or additional material terms are added that had not previously been considered and approved by Agent and/or Requisite Lenders, as applicable, in connection with such Proposed Material Lease, non-conforming Minor Lease or proposed Material Lease Action. Notwithstanding anything set forth herein to the contrary, Agent’s and/or Requisite Lenders, as applicable, consent shall not be required for any renewal, extension, expansion, termination, assignment or subletting of or any action with respect to, a Lease unilaterally exercised by the tenant thereunder in accordance with the provisions of such Lease. Without limiting this Section 6.10(a), Loan Parties shall deliver to Agent a copy of any Material Lease and any amendment, modification or supplement thereof within ten (10) Business Days after the execution and delivery thereof. (b) Notwithstanding the provisions of Section 6.10(a) above, provided that no Event of Default is continuing, Leases and any actions with respect thereto shall not be subject to the prior approval of Agent provided (i) the proposed Lease would be a Minor Lease or the existing Lease is (or, as amended, modified or renewed, if applicable, would still be) a Minor Lease, and (ii)(w) with respect to a proposed Lease only, the proposed Lease shall be written substantially in accordance with a form of Lease used for other Lessees which shall have been approved by Agent, subject in each case to any commercially reasonable changes (given the prevailing market conditions) made in the course of negotiation with the applicable tenant, (y) with respect to a proposed Lease or an extension of an existing Minor Lease, the tenant under the proposed Lease or existing Minor Lease shall be creditworthy (or there shall be a creditworthy guarantor or a commercially reasonable Security Deposit) and (z) the Minor Lease as amended or modified or the renewal of the Minor Lease or series of leases or proposed lease or series of leases: (a) shall provide for net effective rental rates comparable to existing local market rates and (b) shall provide for automatic self-operative subordination to the Deed of Trust and, at Agent’s option, (x) attornment to Agent and (y) the unilateral right by Agent, at the option of Agent, to subordinate the Lien of the Deed of Trust to the Minor Lease. (c) Each Loan Party shall perform its obligations under the Leases in all material respects and shall not permit any Lessee to prepay Rents pursuant to the terms of any Lease other than the usual prepayment of Rent as would result from the acceptance on the first day of each month of the Rent for the ensuing month, according to the terms of any Leases. Loan Parties shall promptly (i) notify SellerAgent, in writing, of any material defaults by any Lessee or Lease guarantor under any Lease after Loan Parties become aware of such disapproval prior defaults and (ii) deliver to expiration Agent a copy of the aforesaid five (5) Business Day periodall termination notices, stating in such written notification under what conditionsdefault notices, if any, Purchaser’s approval would be forthcoming notices claiming any offset rights and Purchaser’s agreement all other material notices from any Lessee or Lease guarantor to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect Loan Parties or from Loan Parties to any lease with respect to the Real Property executed between the date of this Agreement and the Closing Date shall be paid by PurchaserLessee or Lease guarantor.

Leases. Except (a) Borrower shall not enter into any lease or similar agreement affecting any portion of the Project other than an Approved Lease. For purposes hereof, an “Approved Lease” shall mean: (i) each Existing Lease; (ii) any other fully executed lease between Borrower and a particular tenant relating to any portion of the Project which has been approved in writing by Lender; or (iii) a Minor Lease on a lease form pre-approved by Lender. In any event, not more than five percent (5%) of the Leasable Space at the Project shall be leased to any one or more Affiliates of Borrower or either Guarantor or any Person in which Borrower or Guarantor possesses an ownership interest. Within fifteen (15) business days after receipt by Lender of Borrower’s written request for Lender’s approval or rejection of a proposed Approved Lease together with a copy of such proposed Approved Lease, Lender shall notify Borrower whether the proposed Approved Lease is approved or rejected. If Lender fails to so notify Borrower within such time period, Lender shall be deemed to have approved such proposed Approved Lease. Borrower shall deliver to Lender a true correct and complete copy of each Approved Lease within ten (10) days following its execution. In conjunction with the execution of an Approved Lease, the tenant thereunder shall execute an Estoppel Certificate and Subordination, Non-Disturbance and Attornment Agreement in form attached hereto as expressly provided herein, Seller shall, Exhibit E. (b) Tenant security deposits shall be maintained in accounts with Lender and shall cause be fully funded and “in balance” at all times. (c) Without in each case obtaining the prior consent of Property ManagerLender (which shall not be unreasonably withheld), Illinois Manager and Riverside LLC toBorrower shall not, refrain from amending any existing Lease without Purchaser’s written approvalexcept in the case of Minor Leases, as provided below, provided that Purchaser shall have no ability to interfere with (i) cancel or terminate or accept the administration by Seller, Property Manager, Illinois Manager or Riverside LLC surrender of any existing Approved Lease as required other than by the terms of such Lease. In additionApproved Lease or following a default by the tenant thereunder, except (ii) amend, modify or otherwise change any such Approved Lease so as expressly provided hereinto decrease the term or reduce the rental due, neither Seller nor or discount, compromise or forgive any of Property Manageramounts due, Illinois Manager and Riverside LLC shall enter into or diminish any new leases tenant’s obligation with respect regard to the Property payment of taxes, insurance and other sums, (eachiii) permit the payment of rent more than thirty (30) days in advance of the due date under any such Approved Lease, a “Proposed New Lease”)or anticipate, without Purchaser’s written approvalencumber or assign the rents or any part thereof or any interest therein, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy (iv) release any guarantor or surety of any Proposed New tenant’s obligations under any such Approved Lease, (v) waive any material default under or material breach of any such Approved Lease, or (vi) take any other action in connection with any such Approved Lease into which Seller would materially impair the value of the rights or Property Managerinterests of Borrower thereunder. (d) Borrower shall promptly (i) perform all of the provisions of each Approved Lease on the part of the landlord thereunder to be performed, Illinois Manager (ii) enforce all of the material provisions of such Approved Leases on the part of the tenants thereunder to be performed, (iii) appear in and defend any action proceeding arising under, growing out of or Riverside LLC desires in any manner connected with such Approved Lease or the obligations of Borrower as landlord or of the tenants thereunder, (iv) deliver to have Riverside LLC enter and such financial information with respect to the proposed tenant as SellerLender, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five within ten (510) Business Days from receipt after request by Lender, a written statement containing the name of such Proposed New all tenants, the terms of each Approved Lease to approve or disapprove and the samespaces occupied and rentals payable thereunder, and a statement of any Approved Lease which approval shall not be unreasonably withheldis then in default, conditioned or delayed. In including the event that Purchaser does not approve any such Proposed New Lease, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration nature and magnitude of the aforesaid five default and (5v) Business Day perioddeliver to Lender, stating in such written notification a copy of each Approved Lease not previously provided to Lender. (e) Any early lease termination lump sum payment or other lump sum lease payment received by the Borrower from tenants under what conditions, if any, Purchaser’s approval would any Approved Lease shall be forthcoming and Purchaser’s agreement remitted to approve such Proposed New Lease if such conditions are satisfiedLender to reduce the outstanding principal balance of the Loan. All costs Payments of tenant improvements and leasing commissions payable after Closing with respect to any lease with respect the Loan shall be applied to the Real Property executed between outstanding principal balance of the date of this Agreement Loan first and not the Closing Date shall be paid by PurchaserExisting Loan.

Leases. Except as expressly provided herein(a) Schedule 2.15(a) annexed hereto contains a complete and accurate list of all real property leases to which the Company is a party (collectively, Seller shall"Real Property Leases"). Each such Real Property Lease is in full force and effect. The Company has performed all obligations required to be performed by it to date under each Real Property Lease, is not in default under any Real Property Lease, and shall cause has not taken any action that constitutes or with notice or lapse of time, or both, or would constitute a default, breach or anticipatory breach under any Real Property Lease. The Company's use and occupancy of each premises that is the subject matter of a Real Property Manager, Illinois Manager and Riverside LLC to, refrain from amending Lease does not violate any existing Lease without Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability to interfere with the administration by Seller, Property Manager, Illinois Manager or Riverside LLC of any existing Lease as required by the terms of such Real Property Lease, does not violate the conditions of any of the Company's policies of insurance and, to the knowledge of any officer of the Company or any Article II Seller, is in conformity with all applicable building, zoning, health, fire, safety and other statutes, laws and regulations. Except as disclosed on Schedule 2.15(a), all of the buildings, structures and appurtenances situated on the premises that are the subject matter of a Real Property Lease are in good operating condition and state of maintenance and repair and will be adequate and suitable for the purposes for which they are presently being or are intended to be used. Adequate rights of ingress and egress and utility services are available for each premises that is the subject matter of a Real Property Lease. In additionTo the knowledge of any officer of the Company or any Article II Seller, except no lessor or landlord under any such Real Property Lease is in default in the performance of its obligations thereunder or has taken any action which constitutes, or with notice or lapse of time or both would constitute, a default, breach or anticipatory breach under any such Real Property Lease. Neither the Article II Sellers nor the Company has received notice from any such lessor or landlord of its intention to exercise any option thereunder which would adversely affect or terminate the Company's use or occupancy of any premises that is the subject matter of any Real Property Lease. Except as expressly provided hereindescribed in Schedule 2.15(a), neither Seller nor each Real Property Lease permits the consummation of the transactions contemplated hereby without modification of the terms thereof and without the consent of the applicable lessor or landlord. The Company does not own, and has never owned, any real property. (b) Schedule 2.15(b) annexed hereto contains a complete and accurate list of all personal property leases to which the Company is a party (collectively, "Personal Property Leases"). Each such Personal Property Lease is in full force and effect. The Company has performed all obligations required to be performed by it to date and is not in default under any such Personal Property Lease and has not taken any action that constitutes, or with notice or lapse of time or both, would constitute a default, breach or anticipatory breach under any such Personal Property Lease. The Company's use of the items of personal property that are the subject matter of any Personal Property Lease does not violate any of the terms of such Personal Property ManagerLease, Illinois Manager and Riverside LLC shall enter into does not violate the conditions of any new leases with respect of the Company's policies of insurance and, to the knowledge of any officer of the Company or any Article II Seller, is in conformity with all applicable statutes, laws and regulations. All of the items of personal property which are the subject matter of a Personal Property (eachLease are in good operating condition and state of maintenance and repair and are adequate and suitable for the purposes for which they are presently being used. To the knowledge of the Company or any Article II Seller, no lessor under any such Personal Property Lease is in default in the performance of its obligations thereunder or has taken any action which constitutes, or with notice or lapse of time or both, would constitute, a “Proposed New default, breach or anticipatory breach under any such Personal Property Lease”. Neither the Article II Sellers nor the Company has received notice from any such lessor of its intention to exercise any option thereunder which would adversely affect or terminate the Company's use of the items of personal property which are the subject matter of any Personal Property Lease. Except as described in Schedule 2.15(b), without Purchaser’s written approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser does not approve any such Proposed New Lease, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration each of the aforesaid five (5) Business Day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming Personal Property Leases permits the consummation of the transactions contemplated hereby without modification of the terms thereof and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs without the consent of tenant improvements and leasing commissions payable after Closing with respect to any lease with respect to the Real Property executed between the date of this Agreement and the Closing Date shall be paid by Purchaserapplicable lessor.

Leases. Except (a) Upon Lender’s request, Borrower shall furnish Lender with executed copies of all Leases entered into after the date hereof. All new Leases and renewals or amendments of Leases must (i) except for any Lease with an affiliate of Borrower as expressly provided hereinTenant for 5,000 square feet or less for use as management offices, Seller shallbe entered into on an arms-length basis with Tenants that are not affiliates of Borrower and whose identity and creditworthiness is appropriate for tenancy in property of comparable quality, (ii) provide for rental rates and other economic terms that, taken as a whole, are at least equivalent to then-existing market rates, based on the applicable market, and shall cause otherwise contain terms and conditions that are commercially reasonable, in each case as determined by Borrower in the good faith exercise of its reasonable business judgment, (iii) not reasonably be expected to result in a Material Adverse Effect and (iv) be subject and subordinate to the Mortgages and contain provisions for the 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 applicable Property Managerby any purchaser at a foreclosure sale. Lender, Illinois Manager at the request of Borrower (and Riverside LLC to, refrain from amending any existing Lease without Purchaserat Borrower’s written approval, as provided belowsole cost and expense, provided that Purchaser any Servicer’s fee in connection therewith shall have not exceed $1,500 in each instance) 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 on such other form reasonably satisfactory to Lender, with respect to any Lease entered into after the Closing Date in accordance herewith where the Tenant thereunder requires the delivery of a subordination, attornment and non-disturbance agreement. (b) Any Lease that does not 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 new Leases that are Major Leases, and all terminations or acceptances of surrender of Major Leases (other than upon the exercise of a unilateral right on the part of the Tenant expressly set forth in such Lease or upon the occurrence of a material default by such Tenant), renewals of Major Leases (other than upon the exercise of a unilateral right on the part of the Tenant expressly set forth in such Lease or other than a renewal on terms such that such Lease is no ability longer a Major Lease), and material amendments of Major Leases (other than to interfere with evidence an exercise of a unilateral right on the administration by Sellerpart of the Tenant expressly set forth in such Major Lease), Property Manager, Illinois Manager and any surrender of rights under or Riverside LLC consent to assignment of any existing Major Lease, shall be subject to the prior written consent of Lender, not to be unreasonably withheld, delayed or conditioned. (c) Borrower shall (i) observe and punctually perform all the material obligations imposed upon the lessor under the Leases; (ii) in the good faith exercise of its reasonable business judgment, enforce all of the material terms, covenants and conditions contained in the Leases on the part of the lessee thereunder to be observed or performed, short of termination thereof, except that Borrower may terminate any Lease, following a material default thereunder by the 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; (v) not cancel or terminate any guarantee of any of the Major Leases without the prior written consent of Lender (except in conjunction with a termination or surrender of such Major Lease as permitted hereunder without Lender’s consent), which consent shall not be unreasonably withheld, delayed or conditioned and (vi) not permit any subletting of any space covered by a Major Lease or an assignment of the Tenant’s rights under a Major Lease (in either case, unless required by the terms of such Lease or permitted under such Lease without the consent of Borrower), without Lender’s consent, not to be unreasonably withheld. Borrower shall deliver to each 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 Leases shall be held in compliance with Legal Requirements and any provisions in Leases relating thereto. In additionBorrower 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. Borrower hereby pledges to Lender Borrower’s rights in respect of each such letter of credit, except bond or other instrument as expressly 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 letters of credit, bonds or other instruments 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 8.19(b)). Upon the acceleration of the Loan following the occurrence of an Event of Default, Borrower shall deliver each such letter of credit to Lender and shall use commercially reasonable efforts to cause Lender to be the named beneficiary under any such letter of credit; provided hereinthat Borrower’s failure to deliver any such letter of credit to Lender or, neither Seller nor in lieu thereof, cause Lender to be the named beneficiary under any such letter of credit (or a replacement letter of credit) shall constitute a misappropriation of funds pursuant to Section 8.19(b)(iv) in the face amount of each such letter of credit. (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 Property Managerthe material terms, Illinois Manager and Riverside LLC covenants or conditions thereof to be performed or observed by Borrower. (f) All agreements entered into by or on behalf of Borrower that require the payment of Leasing Commissions or other similar compensation to any party shall enter into any new leases (i) provide that the obligation will not be enforceable against Lender with respect to any Lease entered into prior to a foreclosure or acquisition of possession of or title to the Property by Lender or its assigns or designees and (each, a “Proposed New Lease”), without Purchaser’s written approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect ii) be subordinate to the proposed tenant lien of the Mortgage. (g) Whenever Lender’s approval or consent is required pursuant to the provisions of this Section, Lender’s consent and approval shall be deemed given if: (i) the first correspondence from Borrower to Lender requesting such approval or consent contains a bold-faced, conspicuous legend at the top of the first page thereof stating “FIRST NOTICE: THIS IS A REQUEST FOR CONSENT UNDER THE GREENWAY PLAZA LOAN. FAILURE TO RESPOND TO THIS REQUEST WITHIN 5 BUSINESS DAYS MAY RESULT IN THE REQUEST BEING DEEMED GRANTED,” and is accompanied by such information and documents as Seller, Property Manager, Illinois Manager or Riverside LLC may have is reasonably required for Lender to adequately evaluate such request and as requested by Lender in their possession. Purchaser shall have five (5) Business Days from receipt writing prior to the expiration of such Proposed New Lease to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser does not approve any such Proposed New Lease, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration of the aforesaid five (5) 5 Business Day period, and (ii) if Lender fails to respond to such request for approval or consent in writing within such 5 Business Day period, a second notice requesting approval is delivered to Lender from Borrower containing a bold-faced, conspicuous legend at the top of the first page thereof stating that “SECOND AND FINAL NOTICE: THIS IS A REQUEST FOR CONSENT UNDER THE GREENWAY PLAZA LOAN. FAILURE TO RESPOND TO THIS REQUEST IN WRITING WITHIN 5 BUSINESS DAYS WILL RESULT IN YOUR APPROVAL BEING DEEMED GRANTED,” and is accompanied by such information and documents as is reasonably required for Lender to adequately evaluate such request and as requested by Lender in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect to any lease with respect writing prior to the Real Property executed between expiration of such 5 Business Day period, and (iii) Lender fails to respond to such request prior to the date expiration of this Agreement and the Closing Date shall be paid by Purchasersuch second period.

Leases. Except (a) Lender acknowledges that no Leases are in effect at the Property as of the Closing Date. All Leases and all renewals of Leases executed after the date hereof shall (i) provide for economic terms, including rental rates, comparable to existing local market rates for similar properties, (ii) be on commercially reasonable terms, (iii) have a term of not less than three (3) years (unless Lender approves in writing a shorter term), (iv) have a term of not more than ten (10) years, including all extensions and renewals (unless Lender approves in writing a longer term), (v) provide that such Lease is subordinate to the Mortgage and the Assignment of Leases and that the Tenant thereunder will attom to Lender and any purchaser at a foreclosure sale, (vi) be to Tenants that are creditworthy, (vii) 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), (viii) not be to an Affiliate of Borrower or Guarantor, and (ix) 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 the Property), 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 and modifications thereof executed after the date hereof shall be subject to Lender's prior approval. Borrower 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 provided hereinpermitted under any Major Lease pursuant to a unilateral right of the Tenant thereunder not requiring the consent of Borrower). Lender, Seller at Borrower's sole cost and expense, shall execute and deliver its then standard form of subordination, non-disturbance and attomment agreement to Tenants under any future Major Lease approved by Lender upon request, with such commercially reasonable changes as may be requested by such Tenants and which are acceptable to Lender. (b) 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 the Tenants thereunder to be observed or performed in a commercially reasonable manner, provided, however, Borrower shall not terminate or accept a surrender of a Lease without Lender's prior approval; (iii) shall not collect any of the Rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any assignment of lessor's interest in the Leases or the Rents (except as contemplated by the Loan Documents); and (v) shall not alter, modify or change any 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. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower shall promptly send copies to Lender of all written notices of material default which Borrower shall receive under the Leases. (c) All security 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 Clearing Bank. After the commencement of a Sweep Event Period, Borrower shall, upon Lender's request, if permitted by applicable Legal Requirements, cause all such security deposits (and any interest theretofore earned thereon) to be transferred into the Cash Management Account (which shall cause each of Property Managerthen be held by Cash Management Bank in a separate Account), Illinois Manager and Riverside LLC to, refrain from amending any existing Lease without Purchaser’s written approval, as provided below, provided that Purchaser which shall have no ability be held by Cash Management Bank subject to interfere with the administration by Seller, Property Manager, Illinois Manager or Riverside LLC of any existing Lease as required by the terms of the Leases. Any bond or other instrument which Borrower is permitted to hold in lieu of cash security deposits under any applicable Legal Requirements (i) shall be maintained in full force and effect in the full amount of such Lease. In additiondeposits unless replaced by cash deposits as herein above described, except (ii) shall be issued by an institution reasonably satisfactory to Lender, (iii) shall, if permitted pursuant to any Legal Requirements, name Lender as expressly provided hereinpayee or mortgagee thereunder (or at Lender's option, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall enter into any new leases with respect be fully assignable to the Property (each, a “Proposed New Lease”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) Borrower shall have the right, without Purchaser’s written approvalthe consent or approval of Lender, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with to terminate or accept a true and complete copy surrender of any Proposed New Lease into which Seller that is not a Major Lease so long as such termination or Property Manager, Illinois Manager or Riverside LLC desires surrender is (i) by reason of a tenant default and (ii) in a commercially reasonable manner to have Riverside LLC enter preserve and such financial information with respect to protect the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser does not approve any such Proposed New Lease, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration of the aforesaid five (5) Business Day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect to any lease with respect to the Real Property executed between the date of this Agreement and the Closing Date shall be paid by PurchaserProperty.

Leases. Except as expressly provided herein(a) All Leases and all renewals of Leases executed after the date hereof shall (i) be on commercially reasonable terms, Seller shall, and shall cause each of Property Manager, Illinois Manager and Riverside LLC to, refrain from amending any existing (ii) provide that such Lease without Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability to interfere with the administration by Seller, Property Manager, Illinois Manager or Riverside LLC of any existing Lease as required by the terms of such Lease. In addition, except as expressly provided herein, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall enter into any new leases with respect is subordinate to the Property Mortgage and that the lessee will attorn to Lender and any purchaser at a foreclosure sale (eachprovided, a “Proposed New Lease”)however, without Purchaserthat Borrower shall be required only to use commercially reasonable efforts to obtain such subordination and attornment provisions in the Warehouse Agreements) and (iii) not contain any terms which would materially adversely affect Lender’s written rights under the Loan Documents. Any Major Leases and all renewals, amendments and modifications thereof executed after the date hereof shall be subject to Lender’s prior approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned withheld or delayed. In the event that Purchaser does not approve any such Proposed New Lease, Purchaser shall notify Seller, in writing, and subject to delivery by Borrower of such disapproval prior to expiration of the aforesaid five (5) Business Day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing a Rating Agency Confirmation with respect to any lease such Major Lease. Borrower shall pay all reasonable actual out-of-pocket costs and expenses (including reasonable attorney’s fees but excluding internal fees) incurred by Lender or Servicer in connection with respect its review of a Major Lease, including, without limitation, the fees and charges of the Rating Agencies. Lender shall execute and deliver a Subordination Non-Disturbance and Attornment Agreement in the form annexed as Schedule IV to the Real Property Tenant under any future Major Lease approved by Lender or any other Lease entered into, subject to and in accordance with this Section 4.1.9 (a) promptly upon request with such commercially reasonable changes as may be requested by the Tenant, from time to time, and which are reasonably acceptable to Lender, provided that Borrower shall pay all reasonable costs and expenses incurred by Lender in connection with such Subordination Non-Disturbance and Attornment Agreement. (b) Borrower: (i) shall observe and perform, or cause to be observed and performed, in a commercially reasonable manner the material obligations imposed upon the lessor under Leases in which Borrower is the lessor (ii) shall enforce, or cause to be enforced as against, the lessees, in a commercially reasonable manner the material terms, covenants and conditions contained in the Leases under which Borrower is the lessor, provided, however, Borrower shall not terminate or accept a surrender of a Major Lease without Lender’s prior approval (which approval may be conditioned upon receipt by Lender of a Rating Agency Confirmation) and shall not terminate or accept a surrender of any other Lease without Lender’s approval, unless such termination or surrender, when taken together with any replacement Lease(s), will not have a material adverse effect on the applicable Individual Property; (iii) shall not collect, or cause or permit to be collected, any of the Rents more than one (1) month in advance and shall not grant its approval of Manager’s collection of any of the Rents more than one (1) month in advance (other than security deposits); (iv) shall not grant any assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) intentionally omitted; and (vi) in its capacity as lessor, shall hold all security deposits under all Leases in accordance with Legal Requirements and upon request, shall furnish Lender with executed between copies of all Leases. (c) Any proposed Lease, or any amendment, modification or termination of a Lease, that in each case requires Lender’s consent pursuant to this Section 4.1.9 which is, in each case, accompanied by a summary of the date material terms of this Agreement such document(s) (including any economic terms and any termination options) and which states at the Closing Date top of such submittal “THIS IS A REQUEST FOR APPROVAL OF A LEASE, AMENDMENT, MODIFICATION OR TERMINATION OF A LEASE PURSUANT TO SECTION 4.1.9 OF THE LOAN AGREEMENT. THIS LEASE OR AN AMENDMENT, MODIFICATION OR TERMINATION THEREOF SHALL BE DEEMED APPROVED BY LENDER IF LENDER DOES NOT NOTIFY BORROWER IN WRITING OF ITS DISAPPROVAL, TOGETHER WITH THE GROUNDS FOR SUCH DISAPPROVAL, WITHIN FIFTEEN (15) CALENDAR DAYS,” shall be paid by Purchaserdeemed approved if Lender shall have not notified Borrower in writing of its disapproval (together with a statement of the grounds of such disapproval) within fifteen (15) calendar days after Borrower has submitted such Lease, or any such amendment, modification or termination of a Lease in such manner to Lender. (d) Borrower shall use good faith efforts to obtain, within sixty (60) days after Lender’s request therefor, Subordination, Non-Disturbance and Attornment Agreements in the form annexed as Schedule IV from all Major Tenants then in existence.

Leases. Except as expressly provided herein(a) All Leases and all renewals of Leases executed after the date hereof shall (i) provide for economic terms, Seller shallincluding rental rates, comparable to existing local market rates for similar properties, (ii) be on commercially reasonable terms, (iii) have a term of not less than three (3) years (unless Lender approves in writing a shorter term), (iv) have a term of not more than fifteen (15) years, including all extensions and renewals (unless Lender approves in writing a longer term), (v) provide that such Lease is subordinate to the Security Instrument and the Assignment of Leases and that the Tenant thereunder will attorn to Lender and any purchaser at a foreclosure sale, (vi) be with Tenants that are creditworthy, (vii) be written substantially in accordance with a standard form of Lease which shall have been approved in writing by Lender (subject to any commercially reasonable changes made in the course of negotiations with the applicable Tenant and subject to requirements of national tenants that require use of their lease form), (viii) not be with any Affiliate of Borrower, Guarantor or Manager, and (ix) not contain any option to purchase, any right of first option to purchase, any right of first refusal to purchase, any right to terminate (except in the event of destruction or condemnation of all or substantially all of the Property), or any other terms which could materially adversely affect Lender’s rights under the Loan Documents; provided that, in connection with renewals of Leases existing on the date hereof, any applicable term that would otherwise breach the requirements set forth in this Section 4.1.9(a) shall cause each of Property Manager, Illinois Manager be permitted to the extent necessary to implement a renewal term expressly contained in the applicable Lease and Riverside LLC to, refrain from amending any existing Lease without Purchaser’s written approval, as provided below, provided that Purchaser with respect to which Borrower has no discretion. (b) Borrower (i) shall have no ability perform the obligations which Borrower is required to interfere with perform under the administration by Seller, Property Manager, Illinois Manager or Riverside LLC of any existing Lease as required Leases; (ii) shall enforce the obligations to be performed by the terms Tenants thereunder; (iii) shall promptly furnish to Lender any written notice of such default or termination received by Borrower from any Tenant under a Lease. In addition, and any notice of default or termination given by Borrower to any Tenant; (iv) shall not collect any Rents for more than one (1) month in advance of the time when the same shall become due, except as expressly provided herein, neither Seller nor any for bona fide security deposits not in excess of Property Manager, Illinois Manager and Riverside LLC an amount equal to two (2) months’ rent; (v) shall not enter into any new leases ground Lease or master Lease of any part of the Property; (vi) shall not further assign or encumber any Lease or the Rents (except as contemplated by the Loan Documents); (vii) shall not, except with Lender’s prior consent, cancel or accept surrender or termination of any Lease; and (viii) shall not, except with Lender’s prior consent, modify or amend any Lease (except, solely with respect to Leases that are not Major Leases, for minor modifications and amendments entered into in the ordinary course of business, consistent with prudent property management practices, not affecting the economic terms of the applicable Lease). Any action in violation of clause (v), (vi), (vii) or (viii) of this Section 4.1.9(b) shall be void at the election of Lender. Notwithstanding anything contained herein to the contrary, Borrower may amend the provisions of any Lease that is not a Major Lease without Lender’s prior written consent, provided such amendment does not reduce the amount or change the timing of payment of rent, change the term of the Lease (except for renewals or extensions otherwise permitted hereunder), extend the term of any Lease that provides for below-market terms, release any party responsible for the obligations of the lessee under the lease, or materially increase the lessor’s or materially decrease the lessee’s financial obligations with respect to the Property Property. Borrower shall deliver to Lender a copy of all such amendments entered into pursuant to the foregoing together with Borrower’s certification that the amendment satisfies the requirements of the preceding sentence within thirty (each30) days after the execution of such amendment. (c) All Major Leases and all renewals, modifications and amendments thereof (other than renewals, modifications and amendments strictly limited to the implementation of options or rights expressly contained in Major Leases and with respect to which Borrower has no discretion as to the terms thereof) executed after the date hereof shall be subject to Lender’s prior approval. Borrower shall submit to Lender (in accordance with the notice provisions of Section 11.6 of this Agreement) a “Proposed New Lease”), without Purchaser’s written approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of any Proposed New proposed Major Lease into which Seller or Property Managerany proposed renewal, Illinois Manager modification or Riverside LLC desires amendment of any Major Lease, together with all other documents and information reasonably necessary to have Riverside LLC enter and evaluate such financial information with respect to the proposed tenant as SellerMajor Lease, Property Managerrenewal, Illinois Manager modification or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned or delayedamendment. In the event that Purchaser Lender fails to respond to Borrower’s initial request within ten (10) days after Lender’s receipt thereof, Borrower shall resubmit the proposed Major Lease, renewal, modification or amendment, as applicable, with the notation “IMMEDIATE RESPONSE REQUIRED. FAILURE TO RESPOND TO THIS REQUEST FOR APPROVAL WITHIN TEN (10) DAYS AFTER LENDER’S RECEIPT SHALL CONSTITUTE DEEMED APPROVAL BY LENDER” prominently displayed in bold, all caps and fourteen (14) point or larger font. If Lender does not approve any such Proposed New or reject the proposed Major Lease, Purchaser renewal, modification or amendment within ten (10) days after Lender’s receipt of the resubmitted request, Lender shall notify Sellerbe deemed to have approved such Major Lease, renewal, modification or amendment. (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 Borrower). (e) Upon Borrower’s request and at Borrower’s sole cost and expense, Lender shall execute and deliver its standard form of subordination, non-disturbance and attornment agreement to Tenant under any future Major Lease approved by Lender, with such commercially reasonable changes as may be requested by such Tenant and which are acceptable to Lender. (f) Borrower agrees to bear and shall pay or reimburse Lender on demand for all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred by Lender in writingconnection with the review of any proposed Major Lease, any other matter requiring Lender’s consent under this Section 4.1.9 or execution and delivery of any subordination, non-disturbance and attornment agreement in accordance with this Section 4.1.9. (g) Within ten (10) Business Days after Lender’s request, Borrower shall furnish to Lender a statement of all tenant security or other deposits and copies of all Leases not previously delivered to Lender, certified as being true, correct and complete. (h) All security deposits of Tenants, whether held in cash or any other form, shall be held in compliance with all applicable Legal Requirements, shall not be commingled with any other funds of Borrower and, if cash, shall be deposited by Borrower in a separately designated account under Borrower’s control at Clearing Bank. After the occurrence and during the continuance of an Event of Default, Borrower shall, if permitted by the applicable Legal Requirements, cause all such security deposits (and any interest thereon) to be transferred to the Cash Management Account to be held by Cash Management Bank in a separate Eligible Account subject to the terms of the Leases. Any bond or other instrument which Borrower is permitted to hold in lieu of cash security deposits under the applicable Legal Requirements (i) shall be maintained in full force and effect in the full amount of such disapproval prior deposits unless replaced by cash deposits as described above, (ii) shall be issued by an institution reasonably satisfactory to expiration of the aforesaid five Lender, (5iii) Business Day period, stating in such written notification under what conditionsshall, if anypermitted by the applicable Legal Requirements, Purchasername Lender as payee or mortgagee thereunder (or, at Lender’s approval would option, be forthcoming fully assignable to Lender), and Purchaser(iv) shall in all respects comply with the applicable Legal Requirements and otherwise be satisfactory to Lender. Borrower shall, upon request, provide Lender with evidence reasonably satisfactory to Lender of Borrower’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing compliance with respect to any lease with respect to the Real Property executed between the date of this Agreement and the Closing Date shall be paid by Purchaserforegoing.

Leases. Except as expressly provided herein, Seller shall, Exhibit M is a list and shall cause brief description of each of the facilities or real properties leased by the Company and used in its business (the "Real Property ManagerLeases"). The description sets forth, Illinois Manager among other things, the address of each facility or real property leased and Riverside LLC to, refrain from amending any existing Lease without Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability to interfere the name and address of the landlord. Exhibit N also contains a list of all leases under which the Company possesses or uses personal property in connection with the administration by Sellerconduct or operation of its business. The personal property leases set forth in Exhibit N are sometimes collectively referred to as the "Personal Property Leases." True, Property Manager, Illinois Manager or Riverside LLC of any existing Lease as required by the terms of such Lease. In addition, except as expressly provided herein, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall enter into any new leases with respect to the Property (each, a “Proposed New Lease”), without Purchaser’s written approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true correct and complete copy copies of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser does not approve any such Proposed New Lease, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration of the aforesaid five (5) Business Day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect to any lease with respect to the Real Property executed between Leases and Personal Property Leases (collectively, the date "Leases") have been delivered to Purchaser. All of this Agreement the facilities covered by the Real Property Leases have been delivered to Purchaser. All of the facilities covered by the Real Property Leases are equipped in substantial conformity with laws and governmental regulations applicable to the Company or the business. The zoning of each parcel of real property permits the presently existing improvements thereon and continuation of the business presently conducted thereon and no changes therein are pending or are threatened. To the best of the Company's and Sellers' knowledge after due inquiry, no condemnation or similar proceedings are pending or, to the best knowledge of the Company and Seller, after due inquiry, threatened against any of the real properties described on Exhibit M. Upon review of the Leases, to the best knowledge of the Company and Sellers, none of the Leases contains any provisions which, after the Closing Date shall be paid Date, would (i) hinder or prevent Purchaser from continuing to use any of the properties or assets which are the subject of the Leases in the manner in which they are currently used or (ii) impose any additional costs (other than scheduled rental increases) or burdensome requirements as a condition to their continued use which are not currently in effect. Except for the Leases, none of the Company's Assets are held under, or used by Purchaserthe Company in connection with the Company's business pursuant to, any lease or conditional sales contract.

Leases. Except as expressly provided herein(a) Upon the reasonable request of the Agent, Seller shallthe Borrowers shall furnish the Agent with executed copies of any Major Leases entered into after the Closing Date. The Debtors hereby covenant and agree that, with respect to First Lien Properties and shall cause each of Property Manager, Illinois Manager and Riverside LLC to, refrain from amending any existing Lease without Purchaser’s written approval, as provided subject to clause (b) below, provided that Purchaser all new Major Leases and renewals or amendments of Major Leases shall have no ability to interfere be entered into with Tenants whose identity and creditworthiness are appropriate for tenancy at the administration by Sellerapplicable Property, Property Managershall provide for rental rates and other economic terms which, Illinois Manager or Riverside LLC of any taken as a whole, are not materially less favorable than then-existing Lease as required by market rates, based on the terms of such Lease. In additionapplicable market, except as expressly provided herein, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall enter into any new leases with otherwise agreed to by the Agent. (b) With respect to First Lien Properties, all new Major Leases that do not comply with Section 9.19(a) shall be subject to the Property prior written consent of the Agent (eachit being understood that all other Leases or terminations, a “Proposed New Lease”renewals and amendments of Leases shall not require the Agent’s prior written consent), without Purchaser’s written approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the same, which approval consent shall not be unreasonably withheld, conditioned or delayed. In Each Debtor shall have the event right to waive or negotiate settlement of defaults (or threatened defaults) under Leases, so long as such waiver or settlement could not reasonably be expected to have a Material Adverse Effect. (c) Each Debtor shall (i) observe and perform all material post-petition obligations imposed upon the lessor under the Major Leases (other than Major Leases that Purchaser does are rejected pursuant to the Case), (ii) with respect to First Lien Properties, enforce all material terms, covenants and conditions contained in the Major Leases on the part of the lessee thereunder to be observed or performed, short of termination thereof (including enforcing the provisions, if any, requiring Tenants to perform all acts necessary to satisfy the requirements of Governmental Authorities and, if applicable, to do such acts as are necessary to maintain their respective certificates of occupancy in full force and effect); provided that a Debtor may terminate any Lease, subject to Section 9.19(b) above, following a default thereunder by the respective Tenant, (iii) not approve collect any of the rents under any Major Lease (exclusive of security deposits) more than one month in advance of the due date thereof, other than in connection with the satisfaction or compromise of Tenant improvements costs, (iv) not execute any assignment of lessor’s interest in the Leases or associated rents other than the assignment of rents and leases contained in the Financing Order and, as applicable, in the documents that create or evidence the Pre-Petition Liens (or any refinancing or extension thereof permitted under this Agreement) and (v) not cancel or terminate any guarantee (except in accordance with the terms thereof) of any of the Major Leases without the prior written consent of the Agent (which consent shall not be unreasonably withheld or delayed) unless such cancellation or termination could not reasonably be expected to have a Material Adverse Effect. (d) At the Borrowers’ written request, the Agent, for and on behalf of the Lenders, shall enter into a subordination, non-disturbance and attornment agreement, in the form (i) in the case of Leases with respect to First Lien Properties, attached hereto as Exhibit F or (ii) in the case of Leases with respect to Second Lien Properties, in the form approved by the lender that holds the prior Lien on such Second Lien Property, and, in each case with respect to any national Tenant, as such Tenant and the Agent shall reasonably agree. The Agent shall not be required to provide any such Proposed New subordination, non-disturbance and attornment agreement with respect to First Lien Properties unless it shall receive in exchange an estoppel certificate from the Tenant under the applicable Lease that the Tenant is not aware of any material default by the landlord under the Lease. For avoidance of doubt, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration the costs and expenses of the aforesaid Agent in connection with the review of any such subordination, non-disturbance and attornment agreement shall be paid or reimbursable by the Borrowers in accordance with Section 15.6; provided that such fees and expenses shall not exceed $100 per such agreement in the case of agreements set forth in clause (i) which are not negotiated and otherwise $1,000 per agreement. (e) With respect to any approval by the Agent of a Major Lease pursuant to Section 9.19(a) or any consent of the Agent regarding any Major Lease referred to in Section 9.19(b), if no response thereto is received by the General Partner from the Agent within five (5) Business Day period, stating Days of a request for such approval or consent is delivered in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect to any lease with respect writing to the Real Property executed between the date of this Agreement and the Closing Date Agent, then such approval or consent (as applicable) shall be paid deemed to have been given by Purchaserthe Agent.

Leases. Except (i) The Property is not subject to any Leases other than the Specified Tenant Lease, and the demised premises under the Specified Tenant Lease constitute the entirety of the Land and the Improvements. The initial term of the Specified Tenant Lease does not expire prior to the date that is fifteen (15) years following the First Amendment Date, subject to the rights of Specified Tenant under Section 13 of the Specified Tenant Lease. Specified Tenant is required to commence payment of base rental payments under the Specified Tenant Lease on the Commencement Date (as defined in the Specified Tenant Lease), which is the date of mutual execution and delivery of the Specified Tenant Lease by Borrower and Specified Tenant (except during the Rent Abatement Period (as defined in the Specified Tenant Lease) as expressly provided hereinset forth in Section 4(D) thereof). (ii) With respect to each Lease (including, Seller shallwithout limitation, the Specified Tenant Lease), (A) Borrower is the owner of landlord’s interest in such Lease, (B) other than with respect to Permitted Encumbrances, no Person has any possessory interest in the Property or right to occupy the same except under and shall cause each of Property Manager, Illinois Manager and Riverside LLC to, refrain from amending any existing Lease without Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability pursuant to interfere with the administration by Seller, Property Manager, Illinois Manager or Riverside LLC of any existing Lease as required by the terms provisions of such Lease. In addition, (C) such Lease is in full force and effect, the tenants thereunder have accepted possession of and are in occupancy of all of their respective demised premises, are open for business, and are paying (except, with respect to Specified Tenant only, during the Rent Abatement Period (as defined in the Specified Tenant Lease) as expressly set forth in Section 4(D) thereof) full, unabated rent, and no tenant under such Lease has given Borrower any notice of its intent to terminate such Lease or vacate the leased premises (and, except as expressly provided herein, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall enter into any new leases with respect to the termination of the Master Lease as described in Section 3 of the First Amendment, Borrower has no knowledge that any such tenant intends to so terminate or vacate), (D) Borrower has not received written notice from any tenant under such Lease claiming that Borrower (or any prior landlord) is in default thereunder, and to the knowledge of Borrower there are no defaults under such Lease by any party thereto, (E) no Revenue has been paid more than one (1) month in advance of its due date, (F) all work to be performed by Borrower (or any prior landlord) under such Lease has been performed as required and has been accepted by the applicable tenant, (G) 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 (except, with respect to Specified Tenant only, the abatement (g) Section 5.1.1(b)(i)(G) of the Loan Agreement is hereby deleted in its entirety from the Loan Agreement and replaced with the following provision: “cease to operate the Property, or permit the Property to cease to be operated, exclusively as a life sciences research related manufacturing and office facility together with other appurtenant and related uses (eachother than temporary cessation in connection with any continuous and diligent 1.1 (except for the definitions of “Borrower Party”, a “Proposed New Complete”, “Master Lease”, “Master Lease Payments”, “Master Lease SNDA”, “Master Tenant” and “Third Party Sale”), without Purchaser’s written approvalSection 2.1.6(x), as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true 2.3.1(f), Section 3.1(a), Section 3.1(b)(ix), Section 3.2.1(c), Section 3.2.2.(c), Section 4.1.2(a), Section 5.1.1(f)(iv)(B)(III), Section 5.1.2(h)(i), Section 6.4(b)(iiii), Section 8.3(xi) and complete copy of any Proposed New Lease into which Seller or Property ManagerExhibit E, Illinois Manager or Riverside LLC desires all references to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have “Master Lease” are hereby deleted in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease entirety and replaced with “Specified Tenant Lease” and all references to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser does not approve any such Proposed New Lease, Purchaser shall notify Seller, “Master Tenant” are hereby deleted in writing, of such disapproval prior to expiration of the aforesaid five (5) Business Day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming their entirety and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing replaced with respect to any lease with respect to the Real Property executed between the date of this Agreement and the Closing Date shall be paid by Purchaser“Specified Tenant”.

Leases. Except (a) Each residential Lease executed after the date hereof or any amendment, extension or renewal of any residential Lease entered into by Mortgagor (any such new Lease or amendment, extension or renewal of any residential Lease being referred to as expressly provided hereina “Future Lease”) shall (a) be on the standard form of residential lease (“Standard Form”) which has been approved in writing by Mortgagee, Seller shallwhich approval shall not be unreasonably withheld, conditioned or delayed, and shall cause each of Property Managerwhich may hereafter be modified from time to time, Illinois Manager and Riverside LLC to, refrain from amending any existing Lease upon notice to Mortgagee but without PurchaserMortgagee’s written approval, as provided belowto comply with legal requirements and otherwise in immaterial respects, (b) provide for rental rates comparable to then existing local market rates and terms and conditions that constitute good and prudent business practice, comply with rent stabilization/control laws (if applicable) and are consistent with prevailing market terms and conditions, (c) be for a term of not more than three (3) years, and (d) be arms-length transactions. Mortgagee’s consent shall not be required for any Future Lease provided that Purchaser shall have no ability to interfere such Future Lease complies with the administration by Seller, Property Manager, Illinois Manager or Riverside LLC of any existing Lease as required by the terms of such Leasethis paragraph. In addition, except as expressly provided herein, neither Seller nor any Failure of Property Manager, Illinois Manager and Riverside LLC shall enter into any new leases with respect to the Property (each, a “Proposed New Lease”), without Purchaser’s written approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease Mortgagee to approve or disapprove any such any change to the Standard Lease or any Future Lease requiring such approval 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) Mortgagor covenants and agrees that it shall not enter into any Lease affecting the lesser of (x) ten percent (10%) of the gross leaseable area of the Improvements and (y) 10,000 square feet or more of the Property or having a term of ten (10) years or more without the prior written approval of Mortgagee, which approval shall not be unreasonably withheld, conditioned or delayed. In 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 in writing from time to time by Mortgagee): (i) such biographical and financial information about the event proposed Tenant as Mortgagee may reasonably 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 Purchaser does not approve Mortgagee intends to include among its criteria for approval of any such Proposed New 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 Mortgagee’s approval of such proposed Lease, Purchaser provided that the written request for approval specifically mentioned the same. (c) Mortgagor shall notify Seller, in writing, of such disapproval prior to expiration not execute any Lease for all or a substantial portion of the aforesaid five (5) Business Day periodProperty, stating except for an actual occupancy by the Tenant, lessee or licensee thereunder, and shall at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect to any lease all Leases with respect to the Real Property, now or hereafter existing, on the part of the landlord, lessor or licensor thereunder to be kept and performed. Mortgagor shall furnish to Mortgagee, within ten (10) days after receipt of a written 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 correct, containing the names of all Tenants with respect to the 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 receipt of a written request of Mortgagee, Mortgagor shall deliver to Mortgagee a copy of each such Lease. Mortgagor shall not knowingly do or suffer to be done any act, 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 not further assign any such Lease or any such Rents and Profits. Mortgagor, at no cost or expense to Mortgagee, shall use commercially reasonable efforts to enforce, short of termination, the performance and observance of each and every condition and covenant of each of the parties under such Leases, and unless required by applicable legal requirements or the terms of the Lease, 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, which approval shall not be unreasonably withheld, conditioned or delayed, materially 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, 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 Property is located. Mortgagor 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, except for security deposits. (d) Each Lease executed between after the date hereof affecting any of the Premises or the Improvements must provide, in a manner reasonably approved by Mortgagee, that the Lease is subordinate to the lien of this Agreement Mortgage and that Tenant will recognize as its landlord, lessor or licensor, as applicable, and attorn to any person succeeding to the Closing Date interest of Mortgagor upon any foreclosure of this Mortgage or deed in lieu of foreclosure. Each such Lease shall also provide that, upon request of said successor-in-interest, the Tenant shall execute and deliver an instrument or instruments confirming its attornment as provided for in this Section; provided, however, that neither Mortgagee nor any successor-in-interest shall be paid bound by Purchaserany payment of rent for more than one (1) month in advance, or any amendment or modification of said Lease made without the express written consent of Mortgagee or said successor-in-interest.

Leases. Except (a) Maryland Guarantor shall furnish Lender with executed copies of all Leases, together with a detailed breakdown of income and cost associated therewith. All new Leases and renewals or amendments of Leases must (i) be entered into on an arms-length basis with Tenants that are not affiliates of Maryland Guarantor and whose identity and creditworthiness is appropriate for tenancy in property of comparable quality, (ii) provide for rental rates and other economic terms that, taken as a whole, are at least equivalent to then-existing market rates, based on the applicable market, and otherwise contain terms and conditions that are commercially reasonable, (iii) have an initial term of not more than 10 years, (iv) not have or reasonably be expected to result in a Material Adverse Effect, (v) be expressly provided hereinsubject and subordinate to the Mortgage and contain provisions for the agreement by the Tenant thereunder to attorn to Lender and any purchaser at a foreclosure sale, Seller such attornment to be self-executing and effective upon acquisition of title to the Property by any purchaser at a foreclosure sale and (vi) require the Tenant thereunder to execute and deliver to Maryland Guarantor an estoppel certificate addressing the issues set forth in Section 9.16(b) of this Agreement (in each case, unless Lender consents to such Lease in its sole discretion). (b) All new Leases that are Major Leases, and all terminations, renewals and amendments 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 Maryland Guarantor’s request for such consent within five Business Days of Lender’s receipt thereof, Maryland Guarantor 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 TEN BUSINESS DAYS SHALL BE DEEMED LENDER’S APPROVAL.” In the event Lender fails to approve or disapprove such request within ten Business Days of Lender’s receipt of such second request, such request shall be deemed approved. (c) Maryland Guarantor shall, and shall cause each of Property Manager, Illinois Manager and Riverside LLC Operating Lessee to, refrain from amending (i) observe and punctually perform all the material obligations imposed upon the lessor under the Leases; (ii) enforce all of the material terms, covenants and conditions contained in the Leases on the part of the lessee thereunder to be observed or performed, short of termination thereof, except that the lessor may terminate any existing Lease without Purchaserfollowing a material default thereunder by the respective Tenant; (iii) not collect any of the rents thereunder more than one month in advance; (iv) not execute any assignment of lessor’s written approval, as provided below, provided that Purchaser shall have no ability to interfere with interest in the administration by Seller, Property Manager, Illinois Manager Leases or Riverside LLC associated rents other than the assignment of rents and leases under the Mortgage; (v) not cancel or terminate any guarantee of any existing of the Major Leases without the prior written consent of Lender; and (vi) not permit any subletting of any space covered by a Lease as required by or an assignment of the Tenant’s rights under a Lease, except in strict accordance with the terms of such Lease. In additionMaryland Guarantor shall, except as expressly provided hereinor shall cause Operating Lessee to, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall enter into any deliver to each new leases with respect to the Property (each, Tenant a “Proposed New Lease”), without Purchaser’s written approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt Tenant Notice upon execution of such Proposed New Lease Tenant’s Lease, and promptly thereafter deliver to approve Lender a copy thereof and evidence of such Tenant’s receipt thereof. (d) Security deposits of Tenants under all Leases, whether held in cash or disapprove the sameany other form, which approval shall not be unreasonably withheldcommingled with any other funds of Maryland Guarantor or Operating Lessee and, conditioned if cash, shall be deposited by Maryland Guarantor or delayedOperating Lessee in an account at such commercial or savings bank as may be reasonably satisfactory to Lender, which account shall be pledged to Lender. In Maryland Guarantor shall, or shall cause Operating Lessee to, maintain books and records of sufficient detail to identify all security deposits of Tenants separate and apart from any other payments received from Tenants. Any bond or other instrument that Maryland Guarantor or Operating Lessee is permitted to hold in lieu of cash security deposits under any applicable Legal Requirements shall be maintained in full force and effect unless replaced by cash deposits as described above, shall be issued by an institution reasonably satisfactory to Lender, shall (if not prohibited by any Legal Requirements) name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender) or may name Maryland Guarantor or Operating Lessee as payee thereunder so long as such bond or other instrument is pledged to Lender as security for the event that Purchaser does not approve any such Proposed New Lease, Purchaser shall notify SellerIndebtedness and shall, in writingall respects, comply with any applicable Legal Requirements and otherwise be reasonably satisfactory to Lender. Maryland Guarantor shall, upon Lender’s request, provide Lender with evidence reasonably satisfactory to Lender of such disapproval prior Maryland Guarantor’s and Operating Lessee’s compliance with the foregoing. During the continuance of any Trigger Period or Event of Default, Maryland Guarantor shall, upon Lender’s request, cause to expiration be deposited with Lender in an Eligible Account pledged to Lender an amount equal to the aggregate security deposits of the aforesaid five Tenants (5and any interest theretofore earned on such security deposits and actually received by Maryland Guarantor or Operating Lessee) Business Day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming that Maryland Guarantor and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect to any lease with respect Operating Lessee had not returned to the Real Property applicable Tenants or applied in accordance with the terms of the applicable Lease. (e) Maryland Guarantor shall cause to be promptly delivered to Lender a copy of each written notice from a Tenant under any Major Lease claiming that Maryland Guarantor or Operating Lessee is in default in the performance or observance of any of the material terms, covenants or conditions thereof. Maryland Guarantor shall cause each Major Lease executed between the date of this Agreement and after the Closing Date to which Maryland Guarantor or Operating Lessee is a party to provide that any Tenant delivering any such notice shall be paid by Purchasersend a copy of such notice directly to Lender.

Leases. Except as expressly provided herein(a) Borrower shall furnish Lender with executed copies of all Leases hereafter entered into. All new Leases and renewals or Modifications of Leases shall be entered into on an arms-length basis, Seller shallat market rates for similar properties, and shall cause each contain terms and conditions that are commercially reasonable. (b) All new Leases which are Major Leases, and all terminations, renewals and material Modifications of Property ManagerMajor Leases, Illinois Manager and Riverside LLC to, refrain from amending any existing surrender of rights under any Major Lease without Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability to interfere with the administration by Seller, Property Manager, Illinois Manager or Riverside LLC of any existing Lease as required by the terms of such Lease. In addition, except as expressly provided herein, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall enter into any new leases with respect be subject to the Property (each, a “Proposed New Lease”), without Purchaser’s prior written approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy consent of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the sameLender, which approval consent shall not be unreasonably withheld, conditioned or delayed; provided however that Borrower may, without Lender’s consent (x) enter into Modifications and terminations of existing Leases that are not Major Leases; and (y) subject to Section 4.1.8(c) below, enter into new Leases that are not Major Leases. (c) All new Leases executed after the date hereof which are not Major Leases shall be substantially in the form of Exhibit B attached hereto (the “Form Lease”); provided that the Form Lease may be Modified by Borrower to the extent such Modifications are negotiated on an arms-length basis and reflect commercially reasonable market terms, as reasonably determined by Borrower. In All Leases that are not Major Leases which provide for tenant improvements, tenant allowances and leasing commissions, in the aggregate in excess of $50.00 per rentable square foot, are subject to Lender’s prior approval, such approval not to be unreasonably withheld, conditioned or delayed. Moreover, it shall be reasonable for Lender to withhold its approval of any Lease which provides for in excess of $50.00 per rentable square foot for tenant improvements, tenant allowances and leasing commissions in the aggregate unless Borrower provides Lender evidence that it has the financial ability (e.g., adequate funds on deposit with Lender which are available for the payment of same) to fund such excess before such amounts are disbursed out of the various Reserve Funds. (d) Borrower shall (i) deliver to each new Tenant a Tenant Notice upon execution of such Tenant’s Lease, and promptly thereafter deliver to Lender a copy thereof, (ii) observe and perform all the material obligations imposed upon the lessor under the Leases; (iii) to the extent commercially reasonable, enforce all of the material terms, covenants and conditions contained in the Leases on the part of the lessee thereunder to be observed or performed, short of termination thereof, provided that Borrower may terminate any Lease that is not a Major Lease following a material default thereunder by the respective Tenant; (iv) not seek to collect any of the rents thereunder more than one month in advance; (v) not execute any assignment of lessor’s interest in the Leases or associated rents other than the Assignment of Rents and Leases; and (vi) not cancel or terminate any Major Lease or guarantee of any of the Major Leases except as set forth in Section 4.1.8(b) above. (e) Notwithstanding anything to the contrary contained in this Section 4.1.8: (i) whenever Lender’s approval or consent is required pursuant to the provisions of this Section 4.1.8, Borrower shall have the right to submit a term sheet for any Lease or any Modification thereof to Lender for Lender’s approval, such approval not to be unreasonably withheld, delayed or conditioned. Any such term sheet submitted to Lender shall set forth all material terms of the proposed Lease (or Modification thereof) including, without limitation, identity of tenant, square footage, term, rent, rent credits, abatements, work allowances and tenant improvements to be constructed by Borrower (and shall be accompanied by copies of all written materials obtained by Borrower in connection with their evaluation of the creditworthiness of the proposed Tenant) and shall include a 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 of the term sheet. Lender shall respond within ten (10) Business Days after Lender’s receipt of 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, Lender shall be deemed to have approved or consented to such term sheet. Approval of the term sheet in accordance with this subsection (i) does not constitute approval of the Lease itself and such approval of the Lease, if such Lease is required to be approved under this Section 4.1.8, must be obtained in accordance with subsection (iii) hereof; (ii) whenever Lender’s approval or consent is required pursuant to the provisions of this Section 4.1.8 for any matter that Lender has not previously approved a term sheet pursuant to Section 4.1.8(e)(i) above, Lender shall respond within ten (10) Business Days after Lender’s receipt of Borrower’s written request for such approval or consent which contains a legend in bold letters stating that Lender’s failure to respond within ten (10) Business Days shall be deemed consent or approval. If Lender fails to respond to such request within ten (10) Business Days, Lender shall have been deemed to have approved or consented to the matter for which Lender’s consent or approval was sought. Such request for approval shall be accompanied by a copy of the proposed lease, a summary of the material economic terms thereof and any termination and other material options contained therein, and copies of all written materials obtained by Borrower in connection with their evaluation of the creditworthiness of the proposed Tenant or, with respect to a proposed termination, a description of the reason therefore; (iii) whenever Lender’s approval or consent is required pursuant to the provisions of this Section 4.1.8 for any matter that Lender has previously approved a term sheet pursuant to Section 4.1.8(e)(i) above, Lender shall respond within ten (10) Business Days after Lender’s receipt of Borrower’s written request for such approval or consent containing a legend in bold letters stating that Lender’s failure to respond within ten (10) Business Days shall be deemed consent or approval. If Lender fails to respond to such request within ten (10) Business Days, Lender shall be deemed to have approved or consented to the matter for which Lender’s consent or approval was sought. The ten (10) Business Day periods contained in this subsection (iii) shall be reduced to three (3) Business Days if the matter involves (aa) a new Major Lease or an amended and restated Major Lease, (bb) a term sheet has been approved by Lender, (cc) a blacklined copy of the new document against the Form Lease, and (dd) an Officer’s Certificate is delivered to Lender, in each case, indicating that the new document’s only differences with the Form Lease are as reflected in the approved term sheet, are those which do not materially adversely affect the Property, Borrower or Lender, or are those which Lender has otherwise approved, which approval shall be reasonable so long as there is no Event of Default; and (iv) in the event that Purchaser does not approve any such Proposed New Lease, Purchaser Lender shall notify Seller, in writing, of such disapproval prior have approved (or be deemed to expiration of the aforesaid five (5have approved) Business Day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing a term sheet submitted by Borrower with respect to any lease a certain Lease, Lender shall not withhold its approval or consent with respect to such Lease on the Real Property executed between basis of any provisions of such Lease dealing with the date of this Agreement and items contained in the Closing Date shall be paid by Purchaserapproved term sheet.

Leases. Except as expressly provided herein(a) Between the date hereof and the Closing Date, Seller shall, and Contributor shall cause each of the Contributor Property Manager, Illinois Manager and Riverside LLC to, refrain from amending any existing Lease without Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability Owners to interfere with the administration by Seller, Property Manager, Illinois Manager or Riverside LLC of any existing Lease as required by the terms of such Lease. In addition, except as expressly provided herein, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall not enter into any new leases lease, or to renew, modify or extend any existing lease, for space in any of the Contributor Properties, without Contributee's prior written consent in each instance (which consent shall not be unreasonably withheld or delayed, provided that Contributor complies with the procedures set forth in subsection 13.2(b) below); provided, however, Contributor shall have the right, without Contributee's consent, to renew, modify or extend any existing lease pursuant to the exercise of any right of renewal or extension by the tenant under the existing terms of any such lease or that is otherwise required pursuant to the existing terms of any such lease, provided that Contributor provides Contributee with written notice of any such renewal, modification or extension within 5 Business Days after the date of execution thereof by the applicable Contributor Property Owner. (b) If any Contributor Property Owner shall desire to enter into, renew, extend or modify any Lease (other than any such renewal, extension or modification which does not require the consent of Contributee as provided in subsection 13.2(a) above), then prior to the commencement of any lease negotiations which are commenced after the date hereof (and with respect to any ongoing lease negotiations that have commenced prior to the date hereof, then prior to the execution of any applicable lease or lease amendment), Contributor shall cause such Contributor Property Owner to so notify Contributee (eachthe "Lease Notice"). The Lease Notice shall be accompanied by (i) a copy of the term sheet setting forth (x) all of the material business related terms and conditions of the proposed lease, renewal, extension or modification and (y) if a new lease, setting forth in reasonable detail the identity of the proposed tenant, the nature of its business and its use or proposed use of the demised premises, (ii) a copy of the applicable floor plan for the lease and (iii) if a new lease, a “Proposed New Lease”), without Purchaser’s written approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true credit report for the proposed tenant and complete copy of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such current financial information with respect to the proposed tenant. (c) If Contributor complies with the provisions of subsection 13.2(b) above, Contributee agrees that it shall not unreasonably withhold or delay its consent to any such lease, extension, renewal and/or modification, provided that with respect such proposed lease, renewal, extension or modification, (i) if it affects any one of the Nomura Properties, such proposed lease, renewal, extension or modification does not violate any of the terms of the Nomura Loan Documents (including, without limitation, being on the form of lease approved by Nomura), (ii) the economic terms thereof comply in all material respects with the most recent budget, for the applicable property in question, that has been received by Contributee prior to the date of this Agreement, (iii) it is on commercially reasonable terms for the demised premises in question, and (iv) it has been negotiated at arms length between the Contributor Property Owner and a tenant as Selleror proposed tenant that is not affiliated with any Saracen Person. If Contributee fails to disapprove any such proposed lease, Property Managerrenewal, Illinois Manager extension or Riverside LLC may have in their possession. Purchaser shall have modification within five (5) Business Days from days following receipt of such Proposed New Lease to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser does not approve any such Proposed New Lease, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration by Contributee of the aforesaid five Leasing Notice (5accompanied by the materials required by subsection 13.2(b) Business Day periodabove) and such other information relevant thereto as shall be reasonably requested by Contributee, stating in then Contributee's consent to such written notification under what conditionsproposed lease, if anyrenewal, Purchaser’s approval would extension or modification shall be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable deemed given. (d) If (i) at any time after Closing with respect to any lease with respect to the Real Property executed between the date of this Agreement but prior to Closing, any one or more of the Contributor Property Owners, with the consent or deemed consent of Contributee, shall enter into a new lease for all or a portion of the demised premises for one or more Contributor Properties and (ii) such lease shall obligate the Contributor Property Owner to (x) incur reasonable costs ("TI Costs") with respect to the construction of tenant improvements to the space demised thereunder (by obligating the landlord under the lease in question to perform such work or to make a contribution towards costs thereof incurred by the tenant thereunder) and/or (y) to pay any fees or commissions to the tenant's broker with respect to such lease (the "Leasing Brokerage Fee"), then the TI Costs and Leasing Brokerage Fee with respect to each such lease shall be apportioned and prorated on the following basis: (x) Contributor shall be obligated to pay the portion of such TI Costs and Leasing Brokerage Fee equal to a fraction, the numerator of which is equal to the portion of the base rental under such lease that is payable prior to the date of Closing and the denominator of which is equal to the total amount of the base rental payable under such lease; and (y) Contributee shall be obligated to pay the portion of such TI Costs and Leasing Brokerage Fee equal to the fraction the numerator of which is equal to the portion of the base rental under such lease that is payable on or after the date of Closing and the denominator of which is equal to the total amount of the base rental payable under such lease. (e) Between the date hereof and the Closing Date Date, Contributor shall cause each of the Contributor Property Owners to not cancel, accept the surrender of, or terminate any Lease without Contributee's prior written consent in each instance, which consent shall not be paid by Purchaserunreasonably withheld or delayed. In addition, between the date hereof and the Closing Date, Contributor shall not allow any of the Contributor Property Owners to apply any of the security deposits under the Leases for the Contributor Properties, except (i) with respect to those Leases terminated with Contributee's consent pursuant to this subsection 13.2(e) or (ii) where Contributee has expressly consented in writing to such application of such security deposits (which consent shall not be unreasonably withheld or delayed).

Leases. Except 5.15.1 All Leases entered into by Borrower after the date hereof shall be substantially in either the lease form in use for the Mortgaged Property at the time of the Closing or such other form of lease as expressly provided herein, Seller shall, and shall cause each of Property Manager, Illinois Manager and Riverside LLC to, refrain from amending any existing may be approved in advance in writing by Collateral Agent (an "Approved Lease without Purchaser’s written approval, as provided belowForm"), provided that Purchaser Collateral Agent shall have no ability not unreasonably withhold its approval with respect to interfere changes in the Approved Lease Form. Without limiting the following sentence, all new Material Leases and all renewals of or amendments to existing Material Leases shall be consistent in form and substance in all material respects with existing Leases. Any new Material Lease or renewal of an existing Material Lease shall be subject to the administration by Sellerprior written approval of Collateral Agent, Property Managerwhich approval may be withheld in Collateral Agent's sole and absolute, Illinois Manager but which will be deemed granted if Collateral Agent has not responded within ten (10) Business Days from the date Collateral Agent receives such information and materials concerning Borrower's request as Collateral Agent may reasonably request (and provided such proposed Lease is delivered to Collateral Agent with correspondence indicating in bold-type face that Collateral Agent's response is required under the Loan Documents within ten (10) Business Days). Borrower will not, without the prior written consent of Collateral Agent, Modify any Material Lease (but Borrower may, upon prior written notice to Collateral Agent, terminate a Material Lease under which the Tenant is in material default beyond applicable notice, grace and cure periods). All tenants under all new Material Leases shall execute and deliver subordination, non-disturbance and attornment agreements with Collateral Agent on Collateral Agent's then current form or Riverside LLC of any existing Lease otherwise in form and substance satisfactory to Collateral Agent in its good faith discretion. 5.15.2 Borrower will duly and punctually perform all material covenants and agreements expressed as required by binding upon it under the terms of such Lease. In addition, except as expressly provided herein, neither Seller nor any of Property Manager, Illinois Manager Leases and Riverside LLC shall enter into any new leases other material agreements to which it is a party with respect to the Mortgaged Property or any part thereof, and will use commercially reasonable efforts to enforce or secure the performance of each and every material obligation and undertaking of the respective parties under such Leases and other agreements, and Borrower will appear and defend, at its cost and expense, any action or proceeding arising under or in any manner connected with (each, a “Proposed New Lease”), without Purchaser’s written approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true i) the Leases or the obligations and complete copy undertakings of any Proposed New Lease into which Seller lessee or Property Managerother party thereunder, Illinois Manager and (ii) such other agreements or Riverside LLC desires to have Riverside LLC enter the obligations and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt undertakings of such Proposed New Lease to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser does not approve any such Proposed New Lease, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration of the aforesaid five (5) Business Day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect to any lease with respect to the Real Property executed between the date of this Agreement and the Closing Date shall be paid by Purchaserparty thereunder.

Leases. Except as expressly provided herein(a) All Leases and all renewals of Leases executed after the date hereof shall (i) provide for rental rates comparable to existing local market rates for similar properties, Seller shall(ii) be on commercially reasonable terms, and shall cause each of Property Manager, Illinois Manager and Riverside LLC to, refrain from amending any existing (iii) provide that such Lease without Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability to interfere with the administration by Seller, Property Manager, Illinois Manager or Riverside LLC of any existing Lease as required by the terms of such Lease. In addition, except as expressly provided herein, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall enter into any new leases with respect is subordinate to the Mortgage encumbering the related Individual Property and that the lessee will attorn to Lender and any purchaser at a foreclosure sale and (eachiv) not contain any terms which would materially adversely affect Lender’s rights under the Loan Documents. All Major Leases and all renewals, a “Proposed New Lease”), without Purchaseramendments and modifications thereof executed after the date hereof shall be subject to Lender’s written prior approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned withheld or delayed. In Lender shall execute and deliver a Subordination Non-Disturbance and Attornment Agreement in the 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, from time to time, and which are reasonably acceptable to Lender. (b) Borrowers (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 the lessee thereunder to be observed or performed in a commercially reasonable manner; provided, however, Borrowers shall not terminate or accept a surrender of a Major Lease without Lender’s prior approval, not to be unreasonably withheld or delayed in the event that Purchaser does of a material default under a Major Lease; (iii) shall not approve collect any of the Rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents and the Guaranty Security 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 lessee or increase the obligations of lessor without Lender’s prior written approval, such Proposed New Leaseapproval not to be unreasonably withheld or delayed if no Trigger Event has occurred and is continuing; and (vi) shall hold all security deposits under all Leases in accordance with Legal Requirements. Upon request, Purchaser Borrowers shall notify Sellerfurnish Lender with executed copies of 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, in writing, a Borrower shall have the right to submit a term sheet of such disapproval prior transaction to Lender for Lender’s approval, such approval not to be unreasonably withheld or delayed. Any such term sheet submitted to Lender shall set forth all material terms of the proposed transaction including, without limitation, identity of tenant, square footage, term, rent, rent credits, abatements, work allowances and tenant improvements to be constructed by such Borrower. Lender shall use good faith efforts to respond within ten (10) Business Days after Lender’s receipt of the 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 the 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 aforesaid provisions of this Section 4.1.9 for any 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 a Borrower’s written request for such approval or consent. If Lender fails to respond to such request within ten (10) Business Days, and such 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 a Borrower’s written request for such approval or consent. If Lender fails to respond to such request within five (5) Business Days, and such 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, stating provided that there have been no material deviations from the term sheet and that the aggregate economics of the transaction are no less favorable to such Borrower than as set forth in such written notification under what conditions, if any, Purchaser’s approval would the term sheet; (iv) in the event that Lender shall have approved (or be forthcoming and Purchaser’s agreement deemed to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing have approved) a term sheet submitted by a Borrower with respect to any lease a certain Lease, Lender shall not withhold its approval or consent with respect to such Lease on the Real Property executed between basis of any provisions of such Lease dealing with the date items contained in the approved term sheet; and (v) Borrowers shall have the right, without the consent or approval of this Agreement and the Closing Date shall be paid by PurchaserLender in any instance, to terminate or accept a surrender of any Lease that is not a Major Lease.

Leases. Except Other than the Leases and as expressly provided hereinset forth in the Condition of Title, Seller shallhas not entered into any leases, tenancy or occupancy agreements with respect to the Property. Seller has not received any written notice from Lessee of any default or breach on the part of Seller as the landlord under either of the Leases nor does Seller have actual knowledge of any payment default to Seller by the Lessee. Seller has paid current all leasing and shall cause each of Property Managerbrokerage fees and commissions that have become due and payable by Seller under any brokerage agreements, Illinois Manager with any future leasing and Riverside LLC to, refrain from amending any existing Lease without Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability to interfere brokerage fees and commissions payable in connection with the administration by Seller, Property Manager, Illinois Manager renewal of the existing Leases (or Riverside LLC the exercise of any purchase option) being the sole responsibility of Buyer. Seller has provided Buyer with complete copies of the leasing commission and brokerage agreements described on Exhibit “O”, which agreements represent the only leasing commission and brokerage agreements for future leasing and brokerage fees and commissions payable in connection with the renewal of the existing Lease as required by Leases (or the terms exercise of such Lease. In addition, except as expressly provided herein, neither any purchase option) that Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall enter has entered into any new leases with respect to the Property (eachcollectively, a the “Proposed New LeaseLeasing Commission Representation”), without Purchaser. Seller’s written approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information obligation with respect to the proposed Leasing Commission Representation shall survive the Close of Escrow for a period of eighteen (18) months. Except as expressly stated in the rent roll attached as Exhibit “F”, all tenant improvement obligations, concessions and other tenant inducements required for the term of a Lease to commence, have been fully paid and satisfied by Seller and no such obligations, concessions or inducements become payable in the future for the commencement date under a Lease to occur. Except as Sellerset forth in said rent rolls, Property Manageras of the date of this Agreement, Illinois Manager Seller has not received from any Lessee any written notice to cancel, renew or Riverside LLC may have extend any Lease. In addition, and as more particularly described in their possessionExhibit “F” hereof, Seller has entered into certain landlord agreements with certain of the Lessee’s lenders (the “Landlord Agreements”). Purchaser Buyer acknowledges that the Landlord Agreements shall have five (5) Business Days from receipt be assigned to Buyer as part of the Assignment of Leases and that Seller has met its obligation to Buyer to disclose to Buyer the existence of such Proposed New Lease Landlord Agreements, to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser does not approve any such Proposed New Lease, Purchaser shall notify Seller, extent contemplated in writing, each of such disapproval prior agreements. Notwithstanding anything to expiration of the aforesaid five (5) Business Day period, stating in such written notification under what conditionscontrary set forth above, if any, Purchaser’s approval would be forthcoming an Estoppel from a Lessee is obtained that contains a certification that expressly covers and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect to any lease validates the representations made by Seller in this Section 13(f) with respect to the Real Property executed between the date of this Agreement and the Closing Date Leases, then Seller’s representation with respect to such express matter or matters shall be paid by Purchaserdeemed of no further force and effect.

Leases. Except Perform in a timely manner all of Seller's obligations under the Leases, consistent with Seller's ordinary business practices in effect as expressly provided hereinof the date hereof. Subsequent to the expiration of the Inspection Period, Seller shallshall not enter into any new Leases without Buyer's prior written consent, which consent shall not be unreasonably withheld or delayed, except for new Leases entered into by Seller in the ordinary course of business for terms not exceeding one year and shall cause each of Property Manager, Illinois Manager at rentals at least equal to those currently being charged (and Riverside LLC to, refrain from amending any existing Lease without Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability to interfere with the administration by Seller, Property Manager, Illinois Manager or Riverside LLC promptly deliver to Buyer copies of any existing Lease as required by the terms of such Leasenew Leases). In addition, except as expressly provided herein, neither Seller nor shall not modify or terminate any of Property Manager, Illinois Manager and Riverside LLC shall enter into any new leases with respect to the Property (each, a “Proposed New Lease”), Leases without Purchaser’s Buyer's prior written approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the sameconsent, which approval consent shall not be unreasonably withheld, conditioned withheld or delayed. In If Seller desires to enter into a new Lease subsequent to the event that Purchaser does not approve any such Proposed New Lease, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration of the aforesaid five Inspection Period, which Lease requires the consent of Buyer thereto as provided in this Section 15.1 Seller shall deliver written notice to Buyer requesting Buyer's approval thereof and providing therewith the most current draft of the proposed new Lease. Seller also agrees to provide any other information concerning the new Lease and proposed tenant which Buyer reasonably requests. Buyer shall respond to Seller's request for approval of the new Lease transaction within two (52) Business Day business days after the delivery of Seller's notice. Unless Buyer shall deliver written notice to Seller disapproving the proposed new Lease within such two (2) day period, stating in Buyer shall be deemed to have approved such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect to any lease with respect to the Real Property executed between the date transaction for all purposes of this Agreement and Seller may proceed to consummate such new Lease in the Closing Date shall be paid form most recently approved (or deemed approved) by PurchaserBuyer.

Leases. Except (a) 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) 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 the Tenants thereunder to be observed or performed in a commercially reasonable manner, provided, however, Borrower shall not terminate or accept a surrender of a Lease without Lender’s prior approval; (iii) shall not collect any of the Rents more than one (1) month in advance (other than security deposits); and (iv) shall not execute any assignment of lessor’s interest in the Leases or the Rents (except as expressly provided hereincontemplated by the Loan Documents) Upon request, Seller 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 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 Clearing Bank. After the occurrence of an Event of Default, Borrower shall, upon Lender’s request, if permitted by applicable Legal Requirements, cause all such security deposits (and any interest theretofore earned thereon) to be transferred into the Deposit Account (which shall cause each of Property Managerthen be held by Deposit Bank in a separate Account), Illinois Manager and Riverside LLC to, refrain from amending any existing Lease without Purchaser’s written approval, as provided below, provided that Purchaser which shall have no ability be held by Deposit Bank subject to interfere with the administration by Seller, Property Manager, Illinois Manager or Riverside LLC of any existing Lease as required by the terms of the Leases. Any bond or other instrument which Borrower is permitted to hold in lieu of cash security deposits under any applicable Legal Requirements (i) shall be maintained in full force and effect in the full amount of such Leasedeposits 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 Legal Requirements, name Lender as payee or 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. In additionBorrower shall, except upon request, provide Lender with evidence satisfactory to Lender of Borrower’s compliance with the foregoing. Notwithstanding the foregoing, so long as expressly provided hereinno Default or Event of Default then exists, neither Seller nor Lender shall not unreasonably withhold, condition or delay its consent with respect to approving any of Property Manager, Illinois Manager and Riverside LLC shall enter into any new leases 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, (eacha) is ordinary and customary when considering the ownership and operation of the Property, a “Proposed New Lease”(b) will not materially interfere with the benefits of 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 operations of the Property (as currently used), without Purchaserand (e) will not impair Borrower’s written approvalability to pay its Obligations in a timely manner. IN CONNECTION WITH ANY REQUEST WITH RESPECT TO A LEASE TRANSACTION MEETING THE CRITERIA OUTLINED ABOVE, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of any Proposed New Lease into which Seller or Property ManagerLENDER OR LENDER’S SERVICER, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as SellerAS APPLICABLE, Property ManagerMUST 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., Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the sameLENDER OR LENDER’S SERVICER, which approval shall not be unreasonably withheldAS APPLICABLE, conditioned or delayed. In the event that Purchaser does not approve any such Proposed New Lease, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration of the aforesaid five (5) Business Day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect to any lease with respect to the Real Property executed between the date of this Agreement and the Closing Date shall be paid by PurchaserMAY NOT UNREASONABLY DELAY THE TIMING OF THE APPROVAL PROCESS).

Leases. Except as expressly provided (a) Notwithstanding anything to the contrary herein, Seller shallMortgagor shall not enter into any Lease without Mortgagee’s prior written consent, and shall cause furnish to Mortgagee, upon execution, a complete and fully executed copy of each Lease. Mortgagor shall provide Mortgagee with a copy of Property Managereach proposed Lease requiring the consent of Mortgagee and with any information requested by Mortgagee regarding the proposed Tenant thereunder. Mortgagee may declare each Lease to be prior or subordinate to this Mortgage, Illinois Manager at Mortgagee’s option. (b) Mortgagor shall, at its cost and Riverside LLC toexpense, refrain from amending perform each obligation to be performed by the Landlord under each Lease; not borrow against, pledge or further assign any existing Lease without Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability to interfere with rents or other payments due thereunder; not permit the administration by Seller, Property Manager, Illinois Manager or Riverside LLC prepayment of any existing rents or other payments due for more than thirty (30) days in advance; and not permit any Tenant to assign its Lease as or sublet the premises covered by its Lease, unless required to do so by the terms thereof and then only if such assignment does not work to relieve the Tenant of such any liability for performance of its obligations thereunder. (c) If any Tenant shall default under its Lease. In addition, except as expressly provided hereinMortgagor shall, neither Seller nor any in the ordinary course of Property Managerbusiness, Illinois Manager and Riverside LLC shall enter into any new leases exercise sound business judgment with respect to such default, but may not discount, compromise, forgive or waive claims or discharge the Property Tenant from its obligations under the Lease or terminate or accept a surrender of the Lease. (eachd) If Mortgagor fails to perform any obligations of Mortgagor under any Lease or if Mortgagee becomes aware of or is notified by any Tenant of a failure on the part of Mortgagor to so perform, a “Proposed New Lease”)Mortgagee may, without Purchaser’s written approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the same, which approval but shall not be unreasonably withheldobligated to, conditioned without waiving or delayed. In the event that Purchaser does not approve releasing Mortgagor from any obligation, remedy such failure, and Mortgagor agrees to repay upon demand all sums incurred by Mortgagee in remedying any such Proposed New Leasefailure, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration of the aforesaid five (5) Business Day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing together with respect to any lease with respect to the Real Property executed between interest thereon from the date incurred. (e) For purposes of this Agreement and Mortgage, the Closing Date following terms shall be paid by Purchaser.have the following meanings:

Leases. Except (a) Borrower shall furnish Lender with executed copies of all Major Leases, together with a detailed breakdown of income and cost associated therewith. All Leases executed after the date hereof and renewals or amendments of Leases after the date hereof must be entered into on an arms-length basis with Tenants whose identity and creditworthiness is appropriate for tenancy in a property of comparable quality and nature to the applicable Property, must provide for rental rates and other economic terms which, taken as expressly provided hereina whole, Seller shallare at least equivalent to then-existing market rates, based on the applicable market, and shall cause must contain terms and conditions that are commercially reasonable (in each of Property Managercase, Illinois Manager and Riverside LLC tounless Lender consents to such Lease in its sole discretion, refrain from amending any existing Lease without Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability to interfere with the administration by Seller, Property Manager, Illinois Manager or Riverside LLC of any existing Lease as required by the terms of such Lease. In addition, except as expressly provided herein, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall enter into any new leases unless with respect to any renewal or amendment, Borrower is obligated to execute and deliver the Property same pursuant to a Lease in effect as of the date hereof or entered into subsequent to the date hereof and in accordance with the terms hereof). All new Leases must provide that they are subject and subordinate to any current or future mortgage financing on the Properties and that the Tenants agree to attorn to any foreclosing mortgagee at such mortgagee’s request. Upon Borrower’s request, Lender shall reasonably promptly (eachbut in no event later than 10 Business Days following Borrower’s request therefor) execute and deliver a Subordination, Non-Disturbance and Attornment Agreement to the Tenant of any future Lease, in substantially the form attached hereto as Exhibit C and with such changes as may be reasonably requested by Tenant from time to time. (b) All Leases executed after the date hereof which are Major Leases, and all terminations (other than as a “Proposed New Lease”result of a material default by the Tenant thereunder), without Purchaserrenewals (other than as required pursuant to any Major Lease) and material amendments of Major Leases (other than as required pursuant to any Major Lease), and any surrender of landlord’s written approvalmaterial rights under any Major Lease, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect be subject to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt prior written consent of such Proposed New Lease to approve or disapprove the sameLender, which approval consent, in the absence of a continuing Event of Default, shall not be unreasonably withheld, conditioned delayed or delayedconditioned. In Each request for approval of a Lease which is submitted to Lender in an envelope marked “URGENT – LENDER’S ATTENTION REQUIRED WITHIN 10 BUSINESS DAYS”, together with a copy of the event that Purchaser does not approve any such Proposed New proposed Lease, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration a summary of the aforesaid five (5) Business Day periodmaterial economic terms thereof and any termination and other material options contained therein, stating and copies of all written materials obtained by Borrower in such written notification under what conditionsconnection with its evaluation of the creditworthiness of the proposed Tenant or, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect to a proposed termination, a description of the reason therefor, shall be deemed approved if Lender shall not have notified the Borrower in writing of its disapproval within 10 Business Days after receipt of such submission. Notwithstanding the foregoing, the deemed approval provision of the immediately preceding sentence shall not apply to any lease Operating Lease or any amendment thereof. (c) Borrower shall (i) observe and perform in a commercially reasonable manner all the material obligations imposed upon the lessor under the Leases; (ii) enforce in a commercially reasonable manner all of the material terms, covenants and conditions contained in the Leases on the part of the lessee thereunder to be observed or performed, short of termination thereof, except that Borrower may terminate any Lease following a material default thereunder by the respective Tenant or, in the case of Leases which are not Material Leases, if such termination would not have a Material Adverse Effect; (iii) not collect any of the rents thereunder more than one month in advance of its due date (other than security deposits held in accordance with respect the terms of this Agreement); (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 Mortgage; and (v) not cancel or terminate any guarantee of any of the Major Leases without the prior written consent of Lender, which consent, in the absence of a continuing Event of Default, shall not be unreasonably withheld, delayed or conditioned. Any request for Lender’s consent pursuant to this Section 5.7(c)(v) shall be submitted to Lender in an envelope marked “URGENT – LENDER’S ATTENTION REQUIRED WITHIN 10 BUSINESS DAYS”, together with a detailed description of the request for which Lender’s consent is sought and any documentation needed for Lender to evaluate such request, and shall be deemed approved if Lender shall not have notified Borrower in writing of its disapproval thereof and the reasons for such disapproval within five Business Days after Borrower shall have given Lender written notice confirming that at least ten Business Days have elapsed since such submission, which written notice shall be submitted to Lender in an envelope marked “URGENT – SECOND AND FINAL NOTICE – LENDER’S ATTENTION REQUIRED BY [DATE]”). (d) Security deposits of Tenants under all Leases, whether held in cash or any other form, shall not be commingled with any other funds of Borrower and, if cash, shall be deposited by Borrower at such commercial or savings bank or banks as may be reasonably satisfactory to Lender and Borrower’s rights thereto pledged 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 unless replaced by cash deposits as described above, shall be issued by an institution reasonably satisfactory to Lender, shall (if not prohibited by any Legal Requirements) name Lender as payee or mortgagee thereunder (or be fully assignable to Lender) or may name Borrower as payee thereunder so long as such bond or other instrument is pledged to Lender as security for the Indebtedness and shall, in all respects, comply with any applicable Legal Requirements and otherwise be reasonably satisfactory to Lender. Borrower shall, upon Lender’s request, provide Lender with evidence reasonably satisfactory to Lender of Borrower’s compliance with the foregoing. During the continuance of any Event of Default, Borrower shall, upon Lender’s request, deposit with Lender in a segregated Eligible Account pledged to Lender an amount equal to the Real Property executed between aggregate security deposits of the date Tenants (and any interest theretofore earned on such security deposits and actually received by Borrower) which Borrower had not returned to the applicable Tenants or applied in accordance with the terms of this Agreement the applicable Lease, and Lender shall hold such security deposits in a segregated account in accordance with the Closing Date shall be paid by Purchaserapplicable Lease.

Leases. Except (a) Schedule 2.1(a)(2) contains a list, complete and accurate as expressly provided hereinof July 31, 2002, of each written Lease, including the amount of space, rent, security deposit and term, pursuant to which Seller shallleases the premises of its business (the “Leased Premises”) with a demarcation indicating Leases that require Consent to be assigned or subleased. (b) There are no tenants or other occupants of the Leased Premises, other than Seller. (c) Each of the Leases is in full force and shall cause each of Property Managerhas not been modified, Illinois Manager and Riverside LLC to, refrain from amending any existing Lease without Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability to interfere with the administration by Seller, Property Manager, Illinois Manager altered or Riverside LLC of any existing Lease as required by the terms of such Lease. In addition, except as expressly provided hereinamended and, neither Seller nor to Seller’s Knowledge, is the landlord in default under any of Property Managerits respective obligations thereunder. (d) Seller has provided Buyer with true and accurate copies of each of the Leases and all amendments thereto. Should Seller be the landlord under such Leases, Illinois Manager Seller has not received notice of default thereunder from any tenant, and Riverside LLC shall enter into Seller has not provided any new leases tenant with any notice of default thereunder. Should Seller be the tenant under such Leases, Seller has not received any notice of default thereunder or has any Knowledge of any event which by itself or with the passage of time could result in a default under a Lease. (e) Seller has not received and has no Knowledge of any written notices of violations, citations, summonses, compliance orders, directives, suits, other legal process, or other written notices of potential liability under applicable zoning, building, fire or other applicable laws and regulations relating to the Leases or the Leased Premises. (f) Seller has not received and has no Knowledge or any written notice of a condemnation proceeding relating to the Leases or the Leased Premises. (g) Seller’s rights with respect to the Property (eachLeased Premises are not subordinate to any mortgage, a “Proposed New Lease”trust deed or ground lease except as provided in Schedule 4.18(g), without Purchaseror except where such lienholder has executed a non-disturbance agreement that assures Seller’s written approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true rights to possession and complete copy of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to other rights granted under the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser does not approve any such Proposed New Lease, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration of the aforesaid five (5) Business Day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect to any lease with respect to the Real Property executed between the date of this Agreement and the Closing Date shall be paid by Purchaser.

Leases. (a) Except as expressly provided hereinpermitted pursuant to this Section 4.6, Seller shallBorrower shall not enter into, modify, amend, consent to the cancellation or surrender of (except to the extent such cancellation or surrender is by the Tenant pursuant to a pre-existing unilateral right under its Lease) or terminate any Lease whether now existing or hereafter entered into, without the prior written consent of Lender, which may be granted or withheld in Lender's sole discretion. (b) Borrower shall timely comply with or cause to be timely complied with all material terms and conditions on the landlord's part to be performed under each Lease. Borrower shall neither do nor neglect to do, nor permit to be done, anything which may cause each the termination of Property Managerany Lease, Illinois Manager other than due to the default of the Tenant(s) under such Lease. Borrower shall not collect any rent or other payment under any Lease more than one (1) month in advance of the due date thereof and Riverside LLC towill use its best efforts to require the performance of all of the obligations of Tenants and other Persons bound by the Leases and to enforce the Leases, refrain from amending subject, however, to the limitation on termination described in this Section 4.6. (c) Borrower may, without Lender's prior written consent, enter into any existing Lease without Purchaser’s written approval, as provided belowwhich will not be a Major Lease when such Lease comes into effect, provided that Purchaser shall have no ability to interfere with each of the administration by Seller, Property Manager, Illinois Manager or Riverside LLC of any existing Lease as required by following conditions is satisfied: (i) the rent and other material business terms of such Lease are on market terms for similarly situated Premises; (ii) the Lease does not provide for the rent to decline at any point during the term of such Lease. In addition, except as expressly provided herein, neither Seller nor ; (iii) such Lease does not contain any of Property Manager, Illinois Manager and Riverside LLC shall enter into any new leases options to purchase or other rights with respect to the Property ownership of the Premises; (eachiv) such Lease does not contain any restrictions on the landlord's rights to lease remaining portions of the Premises, except that such Lease may contain options to lease additional space in the Premises on then existing market terms; (v) such Lease does not contain any options for the Tenant thereunder to terminate such Lease, other than in the event of Borrower's failure to deliver possession of the applicable premises or a “Proposed New Lease”material casualty or condemnation or Borrower's failure to deliver vacant possession; (vi) such Lease does not contain any extraordinary landlord obligations (including obligations which an unaffiliated landlord would have difficulty performing); (vii) such Lease is entered into on the standard form of Lease which Lender has previously approved, with such non-material changes thereto as a proposed tenant may request and Borrower is willing to agree to; (viii) such Lease is entered into on arms length terms, without Purchaser’s written approval, as provided below in consideration of any relationship Borrower or any Affiliate of Borrower may otherwise have with the Tenant thereunder or any Affiliate thereof; and (ix) the Lease shall contain each of the provisions required by this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser does not approve any such Proposed New Lease, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration of the aforesaid five (5) Business Day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect to any lease with respect to the Real Property executed between the date of this Agreement and the Closing Date shall be paid by Purchaser4.

Leases. Except (A) The lists of the Leases for each Project attached hereto as expressly provided hereinExhibits P-1 through P-4 are complete and accurate in all material respects and list all of the Leases currently affecting the Property, Seller shallincluding any amendments and modifications thereto, and shall cause Sellers have delivered to Purchaser true, correct and complete copies of all the Leases. Seller is the lessor or landlord or the successor lessor or landlord under the Leases. (B) To the best of each of Property ManagerSeller’s knowledge, Illinois Manager and Riverside LLC to, refrain from amending any existing Lease without Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability to interfere with the administration by Seller, Property Managernor any Tenant under any of the Leases, Illinois Manager is in default under the Leases set forth on Exhibits P-1 through P-4. No Seller has received any written notice of termination or Riverside LLC default from a Tenant under said Tenant’s Lease, which default has not been cured prior to the Effective Date, nor has any Seller sent a written notice of termination or default to any Tenant prior to the Effective Date. No Tenant has asserted to Seller any defense, set-off or counterclaim remaining outstanding with respect to its tenancy or its obligation to pay rent, additional rent and other charges pursuant to its Lease. Seller has not delivered any written notice to any Tenant under a Lease that such tenant continues to be delinquent in the payment of rent for more than thirty (30) days. (C) There are no lease brokerage agreements, leasing commission agreements, or other agreements providing for payments of any existing Lease as required by the terms of such Lease. In addition, except as expressly provided herein, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall enter into any new leases amounts for leasing activities or procuring Tenants with respect to the Property (each, to which any Seller is a “Proposed New Lease”), without Purchaser’s written approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of any Proposed New Lease into party or pursuant to which Seller is obligated to make any payments to any such leasing broker or Property Manageragent. There are no brokerage commissions or other such payments that shall become due from and after the Closing in connection with any Lease. (D) There are no (i) outstanding Tenant Inducement Costs (as hereinafter defined) accrued or due and payable, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information (ii) due but unperformed construction obligations outstanding with respect to the proposed Leases. As used herein, “Tenant Inducement Costs” shall mean tenant as Sellerimprovement costs and allowances, Property Managerlease buyout costs, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt reimbursement of such Proposed New Lease to approve or disapprove the sametenant’s moving expenses and other out of pocket costs, which approval shall not be unreasonably withhelddesign, conditioned or delayed. In the event that Purchaser does not approve any such Proposed New Leaserefurbishment allowances, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration of the aforesaid five (5) Business Day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect to any lease with respect to the Real Property executed between the date of this Agreement and the Closing Date shall be paid by Purchasereconomic burden of any free or reduced rent.

Leases. Except (a) All Leases and other rental arrangements shall in all material respects be approved by Lender and shall be on a standard Lease form previously approved by Lender with no modifications (except as expressly provided hereinapproved by Lender). Such Lease form shall provide that (i) the Lease is subordinate to the Mortgage, Seller shall(ii) the tenant shall attorn to Lender, and shall cause each (iii) that any cancellation, surrender, or amendment of Property Manager, Illinois Manager and Riverside LLC to, refrain from amending any existing such Lease without Purchaser’s the prior written approvalconsent of Lender shall be voidable by Lender. Borrower shall hold, as provided belowin trust, provided that Purchaser shall have no ability all tenant security deposits in a segregated account, and, to interfere with the administration by Seller, Property Manager, Illinois Manager or Riverside LLC of any existing Lease as extent required by applicable law, shall not commingle any such funds with any other funds of Borrower. Within ten (10) 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 in all material respects. Notwithstanding anything contained in the terms Loan Documents, Lender’s approval shall not be required for future Leases, Lease modifications, or Lease extensions if the following conditions are satisfied: (A) no Event of Default has occurred and is continuing; (B) the Lease is on the standard Lease form approved by Lender with no modifications except for commercially reasonable modifications agreed to in the ordinary course of Borrower’s business, but in no event shall there be any material modifications to the subordination, attornment, estoppel and landlord liability clauses of such Lease. In addition, except as expressly provided herein, neither Seller nor any Lease without the prior written consent of Property Manager, Illinois Manager and Riverside LLC shall enter into any new leases with respect to the Property (each, a “Proposed New Lease”), without Purchaser’s written approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the sameLender, which approval consent shall not be unreasonably withheld, conditioned or delayed. In ; (C) the event that Purchaser Lease does not approve violate any restrictive covenant affecting the Property or any other Lease for space in the Property; (D) the Lease is not a Major Lease; (E) the Lease shall provide for rental rates and landlord concessions comparable to existing local market rates and shall be an arms length transaction and in no event be with an Affiliate of Borrower; (F) the Lease shall be to a tenant which Borrower, in its professional and commercially reasonably judgment, has determined is creditworthy; and (G) the Lease is for a term of not more than ten (10) years (exclusive of renewal options, which together with the initial lease term shall not exceed fifteen (15) years). Lender shall execute and deliver a Subordination Non-Disturbance and Attornment Agreement in the form annexed hereto as Schedule IV to Tenants under future Major Lease approved by Lender promptly upon request with such Proposed New commercially reasonable changes as may be requested by Tenants, from time to time, and which are reasonably acceptable to Lender. (b) Borrower (i) shall perform the obligations which Borrower is required to perform under the Leases; (ii) shall enforce the obligations to be performed by the tenants; (iii) shall promptly furnish to Lender any notice of default or termination received by Borrower from any tenant, and any notice of default or termination given by Borrower to any tenant; (iv) shall not 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 not in excess of an amount equal to two months rent; (v) shall not enter into any ground Lease or master Lease of any part of the Property; (vi) shall not further assign or encumber any Lease; (vii) shall not, except with Lender’s prior written consent, cancel or accept surrender or termination of any Lease, Purchaser except as expressly set forth in Section 4.1.9(c) hereof, and (viii) any Lease termination or cancellation fees shall notify Sellerbe paid to Lender and held in the Rollover Fund. Any action in violation of clauses (v), (vi), (vii), and (viii) of this Section 4.1.9(b) shall be void at the election of Lender. (c) Notwithstanding anything to the contrary contained herein, Borrower shall have the right to terminate any Lease which is not a Major Lease, provided such termination is (i) commercially reasonable, (ii) made in writingaccordance with Borrower’s reasonable business judgment, and (iii) the Lease so terminated is replaced with a Lease which otherwise complies with the requirements set forth in this Section 4.1.9. (d) Notwithstanding anything to the contrary contained in this Section 4.1.9, whenever Lender’s approval or consent is required pursuant to the provisions of this Section 4.1.9 for any matter that Lender has not previously approved, Lender shall respond within ten (10) Business Days after Lender’s receipt of Borrower’s written request for such disapproval prior approval or consent. If Lender fails to expiration of the aforesaid respond to such request within five (5) Business Day periodDays, and Borrower sends a second request containing a legend in bold letters stating in such written notification under what conditionsthat Lender’s failure to respond within five (5) Business Days shall be deemed consent or approval, if any, Purchaser’s approval would Lender shall be forthcoming and Purchaser’s agreement deemed to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect to any lease with respect have approved or consented to the Real Property executed between matter for which Lender’s consent or approval was sought if Lender fails to respond to such second written request before the date expiration of this Agreement and the Closing Date shall be paid by Purchasersuch second five (5) Business Days period.

Leases. Except as expressly provided herein, Seller shall(a) Borrower shall not enter into or amend any Lease without Lender's prior written consent, and shall cause furnish to Lender, upon execution, a complete and fully executed copy of each Lease. Borrower shall provide Lender with a copy of Property Managereach proposed Lease requiring the consent of Lender and with any information requested by Lender regarding the proposed Tenant thereunder. Lender may declare each Lease to be prior or subordinate to this Mortgage, Illinois Manager at Lender's option. (b) Borrower shall, at its cost and Riverside LLC toexpense, refrain from amending perform each obligation to be performed by the landlord under each Lease; not borrow against, pledge or further assign any existing Lease without Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability to interfere with rents or other payments due thereunder; not permit the administration by Seller, Property Manager, Illinois Manager or Riverside LLC prepayment of any existing rents or other payments due for more than thirty (30) days in advance; and not permit any Tenant to assign its Lease as or sublet the premises covered by its Lease, unless required to do so by the terms thereof and then only if such assignment does not work to relieve the Tenant of such any liability for performance of its obligations thereunder. (c) If any Tenant shall default under its Lease. In addition, except as expressly provided hereinBorrower shall, neither Seller nor any in the ordinary course of Property Managerbusiness, Illinois Manager and Riverside LLC shall enter into any new leases exercise sound business judgment with respect to such default, but may discount, compromise, forgive or waive claims or discharge the Property Tenant from its obligations under the Lease or terminate or accept a surrender of the Lease. (eachd) If Borrower fails to perform any obligations of Borrower under any Lease or if Lender becomes aware of or is notified by any Tenant of a failure on the part of Borrower to so perform, a “Proposed New Lease”)Lender may, without Purchaser’s written approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the same, which approval but shall not be unreasonably withheldobligated to, conditioned without waiving or delayed. In releasing Borrower from any obligation in this Agreement or any of the event that Purchaser does not approve other Loan Documents, remedy such failure, and Borrower agrees to repay upon demand all sums incurred by Lender in remedying any such Proposed New Leasefailure, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration of the aforesaid five (5) Business Day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing together with respect to any lease with respect to the Real Property executed between interest thereon from the date incurred at the Default Rate (as defined in the Note). (e) For purposes of this Agreement and Mortgage, the Closing Date following terms shall be paid by Purchaser.have the following meanings:

Leases. Except Borrower shall: comply with and observe all landlord obligations under all Leases, including landlord’s obligations pertaining to the maintenance and disposition of any tenant security deposits or any other refundable fees including entrance fees or community fees; surrender possession of the Mortgaged Property, including all Leases and all security deposits and prepaid Rents, immediately upon appointment of a receiver or Lender’s entry upon and taking of possession and control of the Mortgaged Property, as expressly applicable; require that all Residential Leases have initial terms of not more than twenty-four (24) months and not less than one (1) month (provided hereinthat Residential Leases with terms of less than six (6) months are customary for properties comparable to the Mortgaged Property in the applicable market); and promptly provide Lender a copy of any non-Residential Lease at the time such Lease is executed (subject to Lender’s consent rights for Material Commercial Leases in Section 7.2(dddd) and subject to Lender’s consent rights for the Seniors Housing Facility Lease pursuant to Section 7.2(iiii)(10) and any Operating Lease SNDA), Seller shalland, and shall cause each of Property Manager, Illinois Manager and Riverside LLC to, refrain from amending any existing Lease without Purchaserupon Lender’s written approvalrequest, as provided belowpromptly provide Lender a copy of any Residential Lease then in effect. Commercial Leases. With respect to Material Commercial Leases, provided that Purchaser Borrower shall have no ability to interfere not: enter into any Material Commercial Lease except with the administration by Sellerprior written consent of Lender; or modify the terms of, Property Managerextend, Illinois Manager or Riverside LLC terminate any Material Commercial Lease (including any Material Commercial Lease in existence on the Effective Date) without the prior written consent of Lender. With respect to any existing non-Material Commercial Lease, Borrower shall not: enter into any non-Material Commercial Lease that materially alters the use and type of operation of the premises subject to the Lease in effect as required by of the Effective Date or reduces the number or size of residential units at the Mortgaged Property; or modify the terms of any non-Material Commercial Lease (including any non-Material Commercial Lease in existence on the Effective Date) in any way that materially alters the use and type of operation of the premises subject to such non-Material Commercial Lease in effect as of the Effective Date, reduces the number or size of residential units at the Mortgaged Property, or results in such non-Material Commercial Lease being deemed a Material Commercial Lease. In addition, except as expressly provided herein, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall enter into any new leases with respect to the Property (each, a “Proposed New Lease”), without Purchaser’s written approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser does not approve any such Proposed New Lease, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration of the aforesaid five (5) Business Day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with With respect to any lease with respect Material Commercial Lease or non-Material Commercial Lease, Borrower shall cause the applicable tenant to provide within ten (10) days after a request by Borrower, a certificate of estoppel, or if not provided by tenant within such ten (10) day period, Borrower shall provide such certificate of estoppel, certifying: that such Material Commercial Lease or non-Material Commercial Lease is unmodified and in full force and effect (or if there have been modifications, that such Material Commercial Lease or non-Material Commercial Lease is in full force and effect as modified and stating the Real Property executed between modifications); the date term of this Agreement the Lease including any extensions thereto; the dates to which the Rent and the Closing Date shall be any other charges hereunder have been paid by Purchasertenant; the amount of any security deposit delivered to Borrower as landlord; whether or not Borrower is in default (or whether any event or condition exists which, with the passage of time, would constitute an event of default) under such Lease; the address to which notices to tenant should be sent; and any other information as may be reasonably required by Lender.

Leases. Except as expressly provided herein, Seller shall(i) The Property is not subject to any Leases other than the Master Lease, and shall cause the demised premises under the Master Lease constitute the entirety of the Land and the Improvements. The initial term of the Master Lease does not expire prior to the date that is the later to occur of the date that is (A) fifteen (15) years following the Must-Take Space Commencement Date (as defined in the Master Lease and (B) fifteen (15) years following the Closing Date. Master Tenant is required to commence payment of base rental payments under the Master Lease, with respect to Building A, not later than the Closing Date, and, with respect to the Required Improvements, on the date (such date, the “Master Lease Payment Outside Date”) that is the earlier to occur of (x) the date on which the Project is Substantially Complete and (y) the Substantial Completion Due Date. (ii) With respect to each Lease (including, without limitation, the Master Lease, (A) Borrower is the owner of landlord’s interest in such Lease, (B) other than with respect to Permitted Encumbrances, no Person has any possessory interest in the Property Manageror right to occupy the same except under and pursuant to the provisions of such Lease, Illinois Manager (C) such Lease is in full force and Riverside LLC toeffect, refrain the tenants thereunder have accepted possession of and are in occupancy of all of their respective demised premises (except, prior to the Substantial Completion Due Date, Building B), are open for business, and are paying (except, prior to the Master Lease Payment Outside Date, the Master Lease Payments in respect of Building B) full, unabated rent, and no tenant under such Lease has given Borrower any notice of its intent to terminate such Lease or vacate the leased premises (and Borrower has no knowledge that any such tenant intends to so terminate or vacate), (D) Borrower has not received written notice from amending any existing tenant under such Lease without Purchaser’s written approvalclaiming that Borrower (or any prior landlord) is in default thereunder, as provided belowand to the knowledge of Borrower there are no defaults under such Lease by any party thereto, provided that Purchaser shall have (E) no ability Revenue has been paid more than one (1) month in advance of its due date, (F) all work to interfere be performed by Borrower (or any prior landlord) under such Lease (other than, with respect to the administration by SellerMaster Lease, Property Manager, Illinois Manager or Riverside LLC of any existing Lease the Required Improvements) has been performed as required and has been accepted by the applicable tenant, (G) 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, (H) all security deposits are held by Borrower in accordance with the terms of such Lease. In additionLease and applicable Legal Requirements, except as expressly provided herein(I) no tenant under such Lease is a debtor in state or federal bankruptcy, neither Seller nor any of Property Managerinsolvency, Illinois Manager and Riverside LLC shall enter into any new leases with respect to or similar proceeding, (J) other than Master Tenant under the Property (each, a “Proposed New Lease”), without Purchaser’s written approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser does not approve any such Proposed New Master Lease, Purchaser shall notify Sellerno tenant under such Lease (or any sublease) is an Affiliate of Borrower, (K) except, in writingeach case, in accordance with the express provisions of this Agreement, no tenant has assigned any interest in such disapproval prior to expiration Lease or sublet all or any portion of the aforesaid five (5) Business Day periodpremises demised thereby, stating in no such written notification tenant holds its leased premises under what conditionsassignment or sublease, if any, Purchaser’s approval would be forthcoming nor does anyone except such tenant and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect to any lease with respect to the Real Property executed between the date of this Agreement and the Closing Date shall be paid by Purchaser.its

Leases. Except (a) Borrower shall furnish Lender with executed copies of all Leases, together with a detailed breakdown of income and cost associated therewith. All new Leases and renewals or amendments of Leases must (i) be entered into on an arms-length basis with Tenants that are not affiliates of Borrower and whose identity and creditworthiness is appropriate for tenancy in property of comparable quality, (ii) provide for rental rates and other economic terms that, taken as a whole, are at least equivalent to then-existing market rates, based on the applicable market, and otherwise contain terms and conditions that are commercially reasonable, (iii) have an initial term of not more than 10 years, (iv) not have or reasonably be expected to result in a Material Adverse Effect, (v) be expressly provided hereinsubject and subordinate to the Mortgage and contain provisions for the agreement by the Tenant thereunder to attorn to Lender and any purchaser at a foreclosure sale, Seller such attornment to be self-executing and effective upon acquisition of title to the Property by any purchaser at a foreclosure sale and (vi) require the Tenant thereunder to execute and deliver to Borrower an estoppel certificate addressing the issues set forth in Section 9.16(b) of this Agreement (in each case, unless Lender consents to such Lease in its sole discretion). (b) All new Leases that are Major Leases, and all terminations, renewals and amendments 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 five Business Days of Lender’s receipt thereof, 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 TEN BUSINESS DAYS SHALL BE DEEMED LENDER’S APPROVAL.” In the event Lender fails to approve or disapprove such request within ten Business Days of Lender’s receipt of such second request, such request shall be deemed approved. (c) Borrower shall, and shall cause each of Property Manager, Illinois Manager and Riverside LLC Operating Lessee to, refrain from amending (i) observe and punctually perform all the material obligations imposed upon the lessor under the Leases; (ii) enforce all of the material terms, covenants and conditions contained in the Leases on the part of the lessee thereunder to be observed or performed, short of termination thereof, except that the lessor may terminate any existing Lease without Purchaserfollowing a material default thereunder by the respective Tenant; (iii) not collect any of the rents thereunder more than one month in advance; (iv) not execute any assignment of lessor’s written approval, as provided below, provided that Purchaser shall have no ability to interfere with interest in the administration by Seller, Property Manager, Illinois Manager Leases or Riverside LLC associated rents other than the assignment of rents and leases under the Mortgage; (v) not cancel or terminate any guarantee of any existing of the Major Leases without the prior written consent of Lender; and (vi) not permit any subletting of any space covered by a Lease as required by or an assignment of the Tenant’s rights under a Lease, except in strict accordance with the terms of such Lease. In additionBorrower shall, except as expressly provided hereinor shall cause Operating Lessee to, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall enter into any deliver to each new leases with respect to the Property (each, Tenant a “Proposed New Lease”), without Purchaser’s written approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt Tenant Notice upon execution of such Proposed New Lease Tenant’s Lease, and promptly thereafter deliver to approve Lender a copy thereof and evidence of such Tenant’s receipt thereof. (d) Security deposits of Tenants under all Leases, whether held in cash or disapprove the sameany other form, which approval shall not be unreasonably withheldcommingled with any other funds of Borrower or Operating Lessee and, conditioned if cash, shall be deposited by Borrower or delayedOperating Lessee in an account at such commercial or savings bank as may be reasonably satisfactory to Lender, which account shall be pledged to Lender. In Borrower shall, or shall cause Operating Lessee to, maintain books and records of sufficient detail to identify all security deposits of Tenants separate and apart from any other payments received from Tenants. Any bond or other instrument that Borrower or Operating Lessee is permitted to hold in lieu of cash security deposits under any applicable Legal Requirements shall be maintained in full force and effect unless replaced by cash deposits as described above, shall be issued by an institution reasonably satisfactory to Lender, shall (if not prohibited by any Legal Requirements) name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender) or may name Borrower or Operating Lessee as payee thereunder so long as such bond or other instrument is pledged to Lender as security for the event that Purchaser does not approve any such Proposed New Lease, Purchaser shall notify SellerIndebtedness and shall, in writingall respects, comply with any applicable Legal Requirements and otherwise be reasonably satisfactory to Lender. Borrower shall, upon Lender’s request, provide Lender with evidence reasonably satisfactory to Lender of such disapproval prior Borrower’s and Operating Lessee’s compliance with the foregoing. During the continuance of any Trigger Period or Event of Default, Borrower shall, upon Lender’s request, cause to expiration be deposited with Lender in an Eligible Account pledged to Lender an amount equal to the aggregate security deposits of the aforesaid five Tenants (5and any interest theretofore earned on such security deposits and actually received by Borrower or Operating Lessee) Business Day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming that Borrower and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect to any lease with respect Operating Lessee had not returned to the Real Property applicable Tenants or applied in accordance with the terms of the applicable Lease. (e) Borrower shall cause to be promptly delivered to Lender a copy of each written notice from a Tenant under any Major Lease claiming that Borrower or Operating Lessee is in default in the performance or observance of any of the material terms, covenants or conditions thereof. Borrower shall cause each Major Lease executed between the date of this Agreement and after the Closing Date to which Borrower or Operating Lessee is a party to provide that any Tenant delivering any such notice shall be paid by Purchasersend a copy of such notice directly to Lender.

Leases. Except (a) All Leases and all renewals of Leases executed after the date hereof shall (i) provide for economic terms, including rental rates, comparable to existing local market rates for similar properties, (ii) be on commercially reasonable terms, (iii) have a term of not less than three (3) years (unless Lender approves in writing a shorter term) and not more than ten (10) years, including extensions and renewals (unless Lender approves in writing a longer term), (iv) provide that such Lease is subordinate to the Mortgage and the Assignment of Leases and that the Tenant thereunder will attorn to Lender and any purchaser at a foreclosure sale, (v) be to Tenants that are creditworthy, (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, any Guarantor 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 the Property), 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. Further, all Major Leases and all renewals, amendments and modifications thereof and waivers thereunder executed after the date hereof shall be subject to Lender’s prior approval, which approval shall not, so long as expressly provided hereinno Event of Default is continuing and so long as no Sweep Event has occurred, Seller be unreasonably withheld or delayed. Lender shall execute and deliver its standard form of subordination, non-disturbance and attornment agreement to Tenants under any future Major Lease approved by Lender promptly upon request, with such commercially reasonable changes as may be requested by such Tenants, and which are reasonably acceptable to Lender. Borrower shall pay Lender’s costs and expenses in connection with any such subordination, non-disturbance and attornment agreement, including, without limitation, reasonable legal fees and expenses. (b) 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 the Tenants thereunder to be observed or performed in a commercially reasonable manner; provided, however, Borrower shall not terminate or accept a surrender of a Lease without Lender’s prior approval; (iii) shall not collect any of the Rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any assignment of lessor’s interest in the 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 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, and any notice of default or termination given by Borrower to any Tenant. 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 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 Clearing Bank. After the occurrence of a Sweep Event, Borrower shall, upon Lender’s request, if permitted by applicable Legal Requirements, cause all such security deposits (and any interest theretofore earned thereon) to be transferred into the Cash Management Account (which shall cause each of Property Managerthen be held by Cash Management Bank in a separate Account), Illinois Manager and Riverside LLC to, refrain from amending any existing Lease without Purchaser’s written approval, as provided below, provided that Purchaser which shall have no ability be held by Cash Management Bank subject to interfere with the administration by Seller, Property Manager, Illinois Manager or Riverside LLC of any existing Lease as required by the terms of the Leases. Any bond or other instrument which Borrower is permitted to hold in lieu of cash security deposits under any applicable Legal Requirements (i) shall be maintained in full force and effect in the full amount of such Leasedeposits 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 Legal Requirements, name Lender as payee or 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. In additionBorrower shall, except as upon request, provide Lender with evidence satisfactory to Lender of Borrower’s compliance with the 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 provided hereinpermitted under a Major Lease pursuant to a unilateral right of Tenant thereunder not requiring the consent of Borrower). (e) Notwithstanding anything to the contrary contained in this Section 4.1.10: (i) whenever Lender’s approval or consent is required pursuant to the provisions of this Section 4.1.10, neither Seller nor 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 or delayed. Any such term sheet submitted to Lender shall set forth all material terms of the proposed transaction, including identity of tenant, square footage, term, rent, rent credits, abatements, work allowances and tenant improvements to be constructed by Borrower. Lender shall use good faith efforts to respond within ten (10) Business Days after Lender’s receipt of 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 clearly marked in not less than fourteen (14) point bold face type, underlined, in all capital letters “REQUEST DEEMED APPROVED IF NO RESPONSE WITHIN 10 BUSINESS DAYS”, 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 ten (10) Business Day period; (ii) whenever Lender’s approval or consent is required pursuant to the provisions of this Section 4.1.10 for any of Property Manager, Illinois Manager and Riverside LLC shall enter into any new leases matter with respect to the Property which Lender has not previously approved a term sheet pursuant to Section 4.1.10(e)(i) above, Lender shall use good faith efforts to respond within ten (each, a “Proposed New Lease”), without Purchaser10) Business Days after Lender’s receipt of Borrower’s written approvalrequest for such approval or consent. If Lender fails to respond to such request within ten (10) Business Days, as provided below and Borrower sends a second request containing a legend clearly marked in not less than fourteen (14) point bold face type, underlined, in all capital letters “REQUEST DEEMED APPROVED IF NO RESPONSE WITHIN 10 BUSINESS DAYS”, Lender shall be deemed to have approved or consented to such matter 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 5.6.10. Seller 4.1.10 for any matter that Lender has previously approved a term sheet pursuant to Section 4.1.10(e)(i) above, Lender shall furnish Purchaser with a true and complete copy of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires use good faith efforts to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have respond within five (5) Business Days from after Lender’s receipt of Borrower’s written request for such Proposed New Lease approval or consent. If Lender fails to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser does not approve any respond to such Proposed New Lease, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration of the aforesaid request within five (5) Business Days, and Borrower sends a second request containing a legend clearly marked in not less than fourteen (14) point bold face type, underlined, in all capital letters “REQUEST DEEMED APPROVED IF NO RESPONSE WITHIN BUSINESS 10 DAYS”, Lender shall be deemed to have approved or consented to such matter if Lender fails to respond to such second written request before the expiration of such ten (10) Business Day period, stating provided that there have been no material deviations from the term sheet and that the aggregate economics of the transaction are no less favorable to Borrower than as set forth in such written notification under what conditions, if any, Purchaser’s approval would the term sheet; and (iv) in the event that Lender shall have approved (or be forthcoming and Purchaser’s agreement deemed to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing have approved) a term sheet submitted by Borrower with respect to any lease a certain Lease, Lender shall not withhold its approval or consent with respect to such Lease on the Real Property executed between basis of any provisions of such Lease dealing with the date items contained in the approved term sheet. (f) Notwithstanding anything to the contrary contained in this Section 4.1.10, provided no Event of this Agreement Default shall have occurred and remain uncured and not Sweep Event shall have occurred, Borrower shall have the Closing Date right, without the consent or approval of Lender in any instance, to terminate or accept a surrender of any Lease that is not a Major Lease, except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be paid permitted unless by Purchaserreason of a Tenant default and then only in a commercially reasonable manner to preserve and protect the Property.

Leases. Except as expressly provided herein, Seller shall(A) All Leases entered into by Borrowers shall provide for rental rates comparable to then-existing local market rates and terms and conditions commercially reasonable and consistent with then-prevailing local market terms and conditions for similar type properties, and in no event shall cause each of Property ManagerBorrowers, Illinois Manager and Riverside LLC toabsent Lender's prior written consent, refrain from amending any existing Lease without Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability to interfere with the administration by Seller, Property Manager, Illinois Manager or Riverside LLC of any existing Lease as required by the terms of such Lease. In addition, except as expressly provided herein, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall (i) enter into any new Leases other than (1) residential student housing leases with respect individual student housing residents (or their family members), (2) leases with companies or other Persons which would use the Units for non-student residential purposes, provided the same are permissible under the applicable zoning classification for such Individual Property and (3) any master lease or multiple Unit leases or groups of single Unit leases to the Property (each, a “Proposed New Lease”applicable university or other reputable entity which sublets or licenses Units to individual resident users or individual resident user groups), or (ii) enter into any Leases with Affiliates of Borrowers. (B) All Leases entered into after the Closing Date with new tenants (i.e. not renewals of existing tenants as of the Closing Date) shall be written on Borrowers; standard lease form currently in use which has been approved by Lender or such other form of Lease reasonably approved in writing by Lender; provided that notwithstanding the foregoing, the Borrowers may modify any standard lease form without Purchaser’s written approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect approval to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possessionextent necessary to conform such form to any applicable Legal Requirements. Purchaser Borrowers shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove not materially change the samestandard lease form without Lender's prior written consent, which approval consent shall not be unreasonably withheld, conditioned withheld or delayed, or except as necessary to comply with applicable Legal Requirements. (C) Borrowers shall enforce all of the material terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed and shall effect a termination or diminution of the obligations of tenants under leases, only in a manner that a prudent owner of a similar property to the Properties would enforce such terms covenants and conditions or effect such termination or diminution in the ordinary course of business. (D) Borrowers shall not collect any of the Rents more than twelve (12) months in advance, and the total amount of Prepaid Rents under the Leases at any Property shall not in any event exceed 10% of the annual Rents for the Properties. (E) Borrowers shall make all Leases available to Lender or, at Lender's request upon the occurrence and during the continuance of an Event of Default, shall furnish Lender with executed copies of all Leases hereafter made (to the extent not theretofore provided to Lender). In Each Lease shall specifically provide that such Lease is subordinate to the Mortgage; and that in no event that Purchaser does not approve shall Lender, as holder of the Mortgage or as successor landlord, be liable to the tenant for any such Proposed New Lease, Purchaser shall notify Seller, in writing, act or omission of such disapproval any prior landlord or for any liability or obligation of any prior landlord occurring prior to expiration the date that Lender or any subsequent owner acquire title to such Individual Property. Each Lease entered into after the date hereof, shall specifically provide that the tenant attorns to Lender, such attornment to be effective upon Lender's acquisition of title to such Individual Property; that the tenant agrees to execute such further evidences of attornment as Lender may from time to time reasonably request; and that the attornment of the aforesaid five (5) Business Day period, stating in such written notification under what conditions, if any, Purchaser’s approval would tenant shall not be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect to any lease with respect to the Real Property executed between the date of this Agreement and the Closing Date shall be paid terminated by Purchaserforeclosure.

Leases. Except (a) Promptly upon Lender’s written request, Borrower shall furnish Lender with executed copies of all Leases. All new Leases and renewals or amendments of Leases must (i) be entered into on an arms-length basis with Tenants that are not affiliates of Borrower and whose identity and creditworthiness is appropriate for tenancy in property of comparable quality, (ii) provide for rental rates and other economic terms that, taken as expressly provided hereina whole, Seller shallare at least equivalent to then-existing market rates, based on the applicable market, and shall cause each of Property Managerotherwise contain terms and conditions that are commercially reasonable, Illinois Manager (iii) not have a Material Adverse Effect, (iv) except for Specialty Leases, be expressly subject and Riverside LLC to, refrain from amending any existing Lease without Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability subordinate to interfere with the administration by Seller, Property Manager, Illinois Manager or Riverside LLC of any existing Lease as required Security Instrument and contain provisions for the agreement by the terms Tenant thereunder to attorn to Lender and any purchaser at a foreclosure sale, such attornment to be self-executing and effective upon acquisition of such Lease. In addition, except as expressly provided herein, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall enter into any new leases with respect title to the Property by any purchaser at a foreclosure sale or require the Tenant to execute a mutually acceptable subordination and nondisturbance agreement. (eachb) All new Leases that are Major Leases, a “Proposed New and all terminations, renewals and amendments of Major Leases, and any surrender of rights under any Major Lease”), without Purchaser’s written approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect be subject to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possessionprior written consent of Lender. Purchaser If Lender shall have fail to respond to Borrower’s request for such consent within five (5) Business Days from of Lender’s receipt of such Proposed New Lease request accompanied by a comprehensive term sheet and reasonably detailed financial information about the proposed Tenant (to the extent available from such Tenant), 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 BUSINESS DAYS SHALL BE DEEMED LENDER’S APPROVAL”, provided that if Lender has reasonably requested any additional information with respect to the Tenant (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 Business Days after Lender’s receipt of such second request, such request shall be deemed approved. (c) Borrower shall (i) observe and punctually perform all the samematerial obligations imposed upon the lessor under the Leases; (ii) enforce all of the material terms, which approval shall covenants and conditions contained in the Leases on the part of the lessee thereunder to be observed or performed, short of termination thereof, except that Borrower may terminate any Lease following a material default thereunder by the respective Tenant; (iii) not be unreasonably withheld, conditioned 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 delayed. In associated rents other than the event that Purchaser does assignment of rents and leases under the Security Instrument; (v) not approve cancel or terminate any such Proposed New 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 Major Lease or an assignment of the Tenant's rights under a Major Lease, Purchaser except in strict accordance with the terms of such Major Lease. Borrower shall notify Sellerdeliver to each new Tenant a Tenant Notice upon execution of such Tenant's Lease, and promptly upon request of Lender deliver to Lender a copy thereof and evidence of such Tenant's receipt thereof. (d) Security deposits of Tenants under all Leases, whether held in cash or any other form, shall be held in accordance with Legal Requirements. 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. Any bond or other instrument that Borrower is permitted to hold in lieu of cash security deposits under any applicable Legal Requirements shall be maintained in full force and effect unless replaced by cash deposits as described above, shall be issued by an institution reasonably satisfactory to Lender, shall (if not prohibited by any Legal Requirements) name Lender as payee or mortgagee thereunder (or at Lender's option, be fully assignable to Lender) or may name Borrower as payee thereunder so long as such bond or other instrument is pledged to Lender as security for the Indebtedness and shall, in writingall respects, comply with any applicable Legal Requirements and otherwise be reasonably satisfactory to Lender. Borrower shall, upon Lender's request, provide Lender with evidence reasonably satisfactory to Lender of such disapproval prior Borrower's compliance with the foregoing. During the continuance of any Event of Default, Borrower shall, upon Lender's request, deposit with Lender in an Eligible Account pledged to expiration Lender an amount equal to the aggregate security deposits of the aforesaid five Tenants (5and any interest theretofore earned on such security deposits and actually received by Borrower) Business Day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect to any lease with respect that Borrower had not returned to the Real Property executed between applicable Tenants or applied in accordance with the date terms of this Agreement and the Closing Date applicable Lease. (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 or conditions thereof to be paid performed or observed by PurchaserBorrower.

Leases. Except as expressly provided hereinNotwithstanding the foregoing provisions of the foregoing paragraphs regarding termination of the Leases, Seller shallupon a termination or rejection of the Leases, the Grantor acknowledges that the Beneficiary may enter into (1) an instrument recognizing, confirming and shall cause each giving legal effect to the continued existence of Property Managerthe Leases in favor of the Beneficiary or its designee, Illinois Manager and Riverside LLC to, refrain from amending any existing Lease without Purchaseror (2) a new lease in favor of the Beneficiary or its designee (in either event the “Beneficiary’s written approval, as provided below, provided that Purchaser shall have no ability Lease”) for the Collateral pursuant to interfere with the administration by Seller, Property Manager, Illinois Manager or Riverside LLC of any existing Lease as required by the terms of such the Leases, or the provisions of a separate agreement between the Beneficiary and Lessor, under the following terms and conditions: (a) The Beneficiary’s Lease shall be encumbered by the lien and security interest of this Deed of Trust which shall constitute the first and senior lien on the Beneficiary’s Lease. In addition. (b) The Beneficiary’s execution of the Beneficiary’s Lease shall not be deemed to be in satisfaction in whole or in part of the Secured Obligations and all of the other terms, except covenants and conditions contained in this Grantor shall remain as expressly provided hereina lien on the Collateral. (c) The Grantor hereby releases, neither Seller nor any of Property Managerremises, Illinois Manager and Riverside LLC shall enter into any new leases with respect quitclaims to the Property (each, a “Proposed New Lease”), without Purchaser’s written approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of Beneficiary any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC interest Grantor may have in their possessionthe Beneficiary’s Lease and further agrees and acknowledges that the Beneficiary may assign the Beneficiary’s Lease without notice, consent or joinder of the Grantor. Purchaser shall The Grantor further waives any right the Grantor may have five (5) Business Days from receipt to challenge the adequacy of such Proposed New Lease to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned or delayed. In any consideration received therefore provided that in the event that Purchaser does not approve any such Proposed New of an assignment of the Beneficiary’s Lease, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration of the aforesaid five (5) Business Day period, stating in such written notification under what conditionsproceeds thereof, if any, Purchaser’s approval would less costs and fees, including, but not limited to, customary closing costs and reasonable attorneys’ fees, shall be forthcoming and Purchaser’s agreement applied to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect reduce the Secured Obligations. (d) The Beneficiary or its designee shall pay or cause to any lease with respect be paid to the Real Property executed between Lessor at the date time of this Agreement the execution and delivery of such Beneficiary’s Lease, any and all sums which are at the time of execution and delivery of the Beneficiary’s Lease due under the Leases and in addition, all reasonable expenses, including reasonable attorneys’ fees which the Lessor shall have incurred by reason of the actual or deemed rejection of the Leases and the Closing Date execution and delivery of the Beneficiary’s Lease. Such payments by the Beneficiary to the Lessor shall be paid by Purchaserdeemed to have been made for the protection of the Grantor and shall constitute part of the Secured Obligations.

Leases. Except as expressly provided herein, Seller shall, and shall cause each of Property Manager, Illinois Manager and Riverside LLC to, refrain from amending any existing Lease without Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability to interfere with the administration by Seller, Property Manager, Illinois Manager or Riverside LLC of any existing Lease as required by the terms of such Lease. In addition, except as expressly provided herein, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall enter into any new leases with With respect to the Property (eachLeases, a “Proposed New Lease”), without Purchaser’s written approvalthe Lease Receivables and/or the Gross Lease Receivables, as provided below the case may be, Borrower warrants and represents to Lender that, unless otherwise indicated in this Section 5.6.10. Seller shall furnish Purchaser with writing by Borrower: (i) they are genuine, are in all respects what they purport to be, are not evidenced by a true judgment and complete copy of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser does not approve any such Proposed New Lease, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration of the aforesaid five (5) Business Day period, stating in such written notification under what conditionsare only evidenced by one, if any, Purchaser’s approval would be forthcoming executed original instrument, agreement, contract or document; (ii) they represent undisputed, bona fide transactions completed in accordance with the terms and Purchaser’s agreement provisions contained in any documents related thereto; (iii) the amounts of the face value shown on any Leases or schedules thereto or schedule of accounts or accounts receivable report delivered or provided to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements Lender, and leasing commissions payable after Closing all invoices, statements and reports delivered or provided to Lender, with respect to any lease Gross Lease Receivables and/or Leases are actually and absolutely owing to Borrower and are not contingent for any reason; (iv) there are no setoffs, counterclaims or disputes existing or asserted with respect thereto and Borrower has not made any agreement with any Account Debtor thereunder for any deduction therefrom; (v) there are no facts, events or occurrences which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder from the amount of any such Lease Receivables and/or Leases, and on all contracts, reports, invoices and statements delivered or provided to Lender with respect thereto; (vi) to the Real Property executed between best of Borrower's knowledge and belief, all Account Debtors, under any Gross Lease Receivables and/or Leases, (A) had the capacity to contract at the time any Lease or contract or other document giving rise to the Lease Receivable was executed, (B) are solvent, and (C) are not the subject of a bankruptcy or insolvency proceeding of any kind; (vii) the Lease Receivable, the Leased Equipment and the Leases giving rise to any such Lease Receivable are not subject to any Liens or claim or encumbrance, except those of Lender, those removed or terminated prior to the date hereof and those subordinate to Lender's security interest (unless otherwise agreed by the Lender in its sole discretion); (viii) Borrower has no knowledge of this Agreement any fact or circumstance which would impair the validity or collectibility thereof; (ix) to the best of Borrower's knowledge and belief, there are no proceedings or actions which are threatened or pending against any Account Debtor thereunder which might result in any material adverse change in said party's financial condition; (x) they have not been pledged, assigned or transferred to any Person other than to the Closing Date shall Lender; (xi) the Leases and any guarantees or undertakings of any kind whatsoever regarding the same constitutes legal, valid and binding agreements enforceable against the Account Debtors and any guarantors in accordance with their respective terms, except to the extent that such enforcement may be paid limited by Purchaser.applicable bankruptcy,

Leases. Except (a) All Leases and all renewals of Leases executed after the date hereof shall be subject to Lender’s prior written approval in all respects. Lender shall execute and deliver its standard form of subordination, non-disturbance and attornment agreement to Tenants under any future Lease approved by Lender promptly upon request, with such commercially reasonable changes as expressly provided hereinmay be requested by such Tenants, Seller and which are reasonably acceptable to Lender. Borrower shall pay Lender’s costs and expenses in connection with any such subordination, non-disturbance and attornment agreement, including, without limitation, reasonable legal fees and expenses. (b) 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 the Tenants thereunder to be observed or performed in a commercially reasonable manner, provided, however, Borrower shall not voluntarily terminate or accept a surrender of a Lease without Lender’s prior approval; (iii) shall not collect any of the Rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); and (v) shall not alter, modify or change any Lease. Upon request, Borrower shall furnish Lender with executed copies of all Leases. (c) All security deposits of Tenants, whether held in cash or any other form, 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 Clearing Bank. Borrower shall, if permitted by applicable Legal Requirements, cause all such security deposits (and any interest theretofore earned thereon) to be transferred into the Deposit Account (which shall cause each of Property Managerthen be held by Lender in a separate Account), Illinois Manager and Riverside LLC to, refrain from amending any existing Lease without Purchaser’s written approval, as provided below, provided that Purchaser which shall have no ability be held by Lender subject to interfere with the administration by Seller, Property Manager, Illinois Manager or Riverside LLC of any existing Lease as required by the terms of the Leases. Any bond or other instrument which Borrower is permitted to hold in lieu of cash security deposits under any applicable Legal Requirements (i) shall be maintained in full force and effect in the full amount of such Lease. In additiondeposits unless replaced by cash deposits as herein above described, except (ii) shall be issued by an institution reasonably satisfactory to Lender, (iii) shall, if permitted pursuant to any Legal Requirements, name Lender as expressly provided hereinpayee or mortgagee thereunder EAST\53909776.4 (or at Lender’s option, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall enter into any new leases with respect be fully assignable to the Property (each, a “Proposed New Lease”Lender), without Purchaserand (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 written approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser compliance with a true and complete copy of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser does not approve any such Proposed New Lease, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration of the aforesaid five (5) Business Day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect to any lease with respect to the Real Property executed between the date of this Agreement and the Closing Date shall be paid by Purchaserforegoing.

Leases. Except as expressly (a) Prior to the Closing, Sellers shall use commercially reasonable efforts (but without any obligation to pay any money or other consideration) to obtain and deliver to Buyers (i) estoppel certificates from each counterparty under the Real Property Leases and Third Party Leases, substantially in the form required by the applicable lease or, if no form is provided hereinfor, Seller shallin a form mutually agreeable to the Parties (each, a “Lease Estoppel”), and (ii) to the extent reasonably requested by Buyers, Subordination and Non-Disturbance Agreements from third party landlords and their lenders with respect to the Leased Real Properties, in a form mutually agreeable to the Parties (each, an “SNDA”). Lease Estoppels shall cause each of Property Managerbe dated no more than thirty (30) days prior to the Closing Date; provided, Illinois Manager and Riverside LLC tohowever, refrain from amending that Sellers shall be obligated for any existing Lease without Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability to interfere with the administration by Seller, Property Manager, Illinois Manager or Riverside LLC of any existing Lease as amounts required by the terms of such Lease. In addition, except as expressly provided the Real Property Leases to be paid by the signatories to the Lease Estoppels and SNDAs. (b) Notwithstanding anything to the contrary set forth herein, neither if, despite the exercise of commercially reasonable efforts, any Seller nor is unable to obtain any of Property ManagerLease Estoppel for any reason (including if Seller obtains a Lease Estoppel from any tenant but reasonably believes any disclosure on such Lease Estoppel is inaccurate), Illinois Manager and Riverside LLC then Sellers shall enter into any new leases deliver to Buyers an estoppel certificate with respect to the applicable Real Property Lease or Third Party Lease, in a form reasonably acceptable to Buyers (each, a “Proposed New LeaseSeller Estoppel”)) and, without Purchaser’s written approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy the case of any Proposed New Seller Estoppel that Sellers deliver to Buyers due to a reasonable belief that any disclosure on the Lease into which Estoppel received for the applicable Station Property is inaccurate, Sellers shall inform Buyers of such belief and issue. Delivery of a Seller Estoppel for a Station Property shall not waive or limit any indemnification rights that any Buyer Indemnified Party has pursuant to Section 8.2 in respect of any breach or violation of or default under the applicable Real Property ManagerLease or Third Party Lease; provided, Illinois Manager or Riverside LLC desires however that to have Riverside LLC enter the extent a Lease Estoppel is obtained and such financial information delivered with respect to any Leased Real Property following the proposed tenant as Sellerdelivery of the Seller Estoppel, such Seller Estoppel shall be of no further force or effect for any purpose under this Agreement with respect to such Leased Real Property. (c) Subject to Section 5.13(b), (i) no Lease Estoppel will be acceptable if it reflects any fact or circumstance that is not consistent in all material respects with or reflected in this Agreement or any representation or warranty by Sellers hereunder (including, without limitation, in any Ancillary Agreements) and (ii) no Seller Estoppel will be acceptable if it reflects any fact or circumstance that is not consistent in all material respects with or reflected in this Agreement or any representation or warranty by Sellers hereunder (including, without limitation, in any Ancillary Agreements) (each such fact or circumstance described in the foregoing clauses (i) and (ii), an “Objectionable Disclosure”) or if it reflects or discloses any actual material uncured breach or default by any Seller under a Real Property ManagerLease or Third Party Lease that has not previously been disclosed to Buyers. To the extent a Lease Estoppel or Seller Estoppel discloses an actual or alleged breach or default by a Seller under a Real Property Lease or Third Party Lease, Illinois Manager Sellers shall use commercially reasonable efforts to commence curing such matter, if and to the extent curable, not later than delivery to Buyers of the applicable Lease Estoppel or Riverside LLC may have in their possession. Purchaser Seller Estoppel, and shall have five (5) Business Days from receipt of thereafter use commercially reasonable efforts to complete such Proposed New Lease cure prior to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned or delayedClosing. In the event that Purchaser does not approve any Sellers fail to cure such Proposed New Lease, Purchaser shall notify Seller, in writing, of such disapproval breach or default prior to expiration the Closing as provided in the preceding sentence, and/or in the event Buyers disapprove of any Objectionable Disclosure disclosed by any Lease Estoppel or Seller Estoppel, then, at Buyers’ option, exercisable by written notice to Sellers prior to the consummation of the aforesaid five Closing, (5A) Business Day periodthe Purchase Price will be reduced by an amount reasonably necessary to cure the applicable breach or default, stating such amount to be mutually agreed upon in such written notification under what conditionsgood faith by Buyers and Sellers, or (B) Buyers may elect to proceed to the Closing without a reduction of the Purchase Price and bring a claim for indemnification pursuant to Section 8.2(d) for (1) the actual documented out-of-pocket Losses, if any, Purchaser’s approval would suffered, sustained, incurred or required to be forthcoming paid at any time from and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after the Closing with respect to by any lease with respect Buyer Indemnified Party to the extent based upon, arising out of, resulting from or because of such uncured breach or default, plus (2) the Assigned Drop Value assigned to the applicable Station Property on Schedule 2.7 in the event the applicable Real Property executed between the date of this Agreement and Lease or Third Party Lease is terminated following the Closing Date shall be paid by Purchaseras a result of such uncured breach or default.

Leases. Except as expressly provided hereinSeller shall not enter into or consent to any Lease or Lease amendment, Seller shallmodification, and shall cause each termination, expansion, renewal, lease assignment or sublease for the Property or premises therein without the prior written approval of Property Manager, Illinois Manager and Riverside LLC to, refrain from amending any existing Lease without PurchaserBuyer (other than consents to assignment or subleasing which in Seller’s written approval, as provided belowreasonable judgment are required to be granted under the applicable Lease, provided that Purchaser Seller shall have no ability provide Buyer with copies of all such consents), which approval may be withheld in Buyer’s sole discretion. Except as required in Seller’s reasonable judgment to interfere prevent injury to natural persons or damage to property, Seller shall not exercise any default remedies under the Leases including commencing any legal action against a tenant or applying any security deposits or draw upon letters of credit, as applicable, without the prior written consent of Buyer, which may be withheld in Buyer’s sole discretion, provided that Seller may draw down a letter of credit any amount of rent in default past any applicable notice and cure period under the applicable Lease without the prior written consent of Buyer provided that Seller shall provide Buyer with the administration by Seller, Property Manager, Illinois Manager or Riverside LLC notice of any existing Lease as required by the terms of such Lease. In addition, except as expressly provided herein, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall enter into any new leases with respect draw down at least 2 Business Days prior to the Property (eachexpiration of the Review Period. Buyer shall either approve or disapprove any proposed Lease modification, a “Proposed New Lease”)amendment, without Purchaser’s written approvaltermination, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy expansion, renewal, assignment or sublease or exercise of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires remedies submitted to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have Buyer for approval within five (5) Business Days from receipt business days of such Proposed New Lease receipt. Buyer’s failure to expressly approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser does not approve of any such Proposed New Leaseproposed Lease modification, Purchaser shall notify Selleramendment, in writingtermination, expansion, renewal, assignment or sublease or exercise of such disapproval prior to expiration of the aforesaid remedies within said five (5) Business Day period, stating in such written notification under what conditions, if any, Purchaserbusiness day period shall conclusively constitute Buyer’s approval would be forthcoming of same. Seller shall deliver to Buyer, promptly after receipt by Seller, a copy of all current written default and Purchaserother material notices to and from tenants during the term of this Agreement. Buyer shall, at Close of Escrow, assume the obligation to pay and shall pay all Lease commissions, tenant improvement costs and other costs and expenses arising, or that shall have arisen, from or in connection with any Lease modification, amendment or lease assignment entered into with Buyer’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect to any lease with respect to the Real Property executed consent between the date of this Agreement hereof and the Closing Date shall be paid by PurchaserClose of Escrow in accordance with this Section 7.3 and which first become due following the Close of Escrow, such obligation to survive the Close of Escrow.

Leases. Except (a) RKB Borrower shall cause Presidents Borrower to, and Borrower shall, furnish Lender with executed copies of all Leases. All Leases entered into after the date hereof and renewals or amendments of Leases shall be entered into on an arms-length basis with Tenants whose identity and credirworthiness is appropriate for tenancy in a similar class A office building, shall provide for rental rates and other economic terms which, taken as expressly provided hereina whole, Seller shallare at least equivalent to then-existing market rates, based on the applicable market, have an initial term of not less than three (3) or more than ten (10) years, not have a material adverse effect on the value of the Properties in which the leased space is located or on the ability of Borrower to pay the Indebtedness, constitute an arm’s-length transaction with a bona fide, independent third-party tenant, and shall cause contain terms and conditions that are commercially reasonable (in each case, unless Lender consents to such Lease in its sole discretion). All Leases entered into after the date hereof must either provide that they are subject and subordinate to any current or future mortgage financing on the Properties and that the Tenants agree to attorn to any foreclosing mortgagee at such mortgagee’s request, or obligate the Tenant thereunder to execute and deliver, upon request, a subordination, non-disturbance and attornment agreement on Lender’s form thereof. (b) All new Leases which are Major Leases or which do not satisfy the requirements of Property ManagerSection 5.7(a), Illinois Manager and Riverside LLC toall terminations, refrain from amending renewals and amendments of Major Leases (or Leases which upon such renewal or amendment would become Major Leases) or such Leases which initially required Lender’s consent, and any existing Lease without Purchaser’s written approvalsurrender of rights under any Major Lease, as provided below, provided that Purchaser shall have no ability to interfere with the administration by Seller, Property Manager, Illinois Manager or Riverside LLC of any existing Lease as required by the terms of such Lease. In addition, except as expressly provided herein, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall enter into any new leases with respect be subject to the Property prior written consent of Lender. Any Major Lease or termination, renewal, amendment or surrender thereof or of a Lease which upon such renewal or amendment would become a Major Lease (each, a “Proposed New Lease Under Review”) must be submitted to Lender for approval, together with a summary of the material economic terms thereof and any termination and other material options contained therein and, in the case of a new Lease, a comparison of such Lease Under Review compared against the standard form of lease then being used by Presidents Borrower. Lender shall have ten (10) Business Days after its acknowledged receipt of a Lease Under Review to approve or disapprove the same or to request additional information or materials in connection with its review (the “Additional Due Diligence Material”). If Lender disapproves a Lease Under Review, without Purchaser’s written approval, as provided below in this Section 5.6.10. Seller Lender shall furnish Purchaser provide Presidents Borrower with a true and complete copy written explanation of any Proposed New the reasons for disapproval. If Lender has not approved or disapproved a Lease into which Seller Under Review within ten (10) Business Days of its acknowledged receipt of such Lease Under Review (or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have within five (5) Business Days from of its acknowledged receipt of the Additional Due Diligence Material, if any, (provided that, such Proposed New Lease to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser does not approve any such Proposed New Lease, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration of the aforesaid five Additional Due Diligence Material is received by Lender more than ten (5) Business Day periodDays after its acknowledged receipt of such Lease Under Review)), stating then such Lease Under Review shall be deemed approved, provided that Presidents Borrower has provided all other materials required to be submitted to Lender in connection with such request for approval of a Lease Under Review pursuant to this Section 5.7(b). (c) RKB Borrower shall cause Presidents Borrower to, and Borrower shall, (i) deliver to each 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; (ii) observe and perform all the material obligations imposed upon the lessor under the Leases (including, without limitation, any material obligations the potential current violations of which are referenced in the Exception Report); (iii) enforce all of the material terms, covenants and conditions contained in the Leases on the part of the lessee thereunder to be observed or performed, short of termination thereof, except that Presidents Borrower may terminate any Lease following a material default thereunder by the respective Tenant; (iv) not collect any of the rents thereunder more than one month in advance; (v) not execute any assignment of lessor’s interest in the Leases or associated rents other than the Assignment of Rents and Leases; and (vi) not cancel or terminate any guarantee of any of the Major Leases without the prior written notification consent of Lender. (d) Security deposits of Tenants under what conditionsall Leases, whether held in cash or any other form, shall not be commingled with any other funds of Borrower and, if anycash, Purchaser’s approval would shall be forthcoming and Purchaser’s agreement deposited by Presidents Borrower at such commercial or savings bank or banks as may be reasonably satisfactory to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect to any lease with respect Lender and, to the Real Property extent that the aggregate amount thereof exceeds $150,000, shall be pledged to Lender promptly following Lender’s request. Any bond or other instrument which Presidents Borrower is permitted to hold in lieu of cash security deposits under any applicable Legal Requirements shall be maintained in full force and effect unless replaced by cash deposits as described above, shall be issued by an institution reasonably satisfactory to Lender, shall (if not prohibited by any Legal Requirements) name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender) or may name Presidents Borrower as payee thereunder so long as such bond or other instrument is pledged to Lender as security for the Indebtedness and shall, in all respects, comply with any applicable Legal Requirements and otherwise be reasonably satisfactory to Lender. RKB Borrower shall cause Presidents Borrower to, and Presidents Borrower shall, upon Lender’s request, provide Lender with evidence reasonably satisfactory to Lender of Presidents Borrower’s compliance with the foregoing. During the continuance of any Event of Default, RKB Borrower shall cause Presidents Borrower to, and Presidents 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 Presidents Borrower) which Presidents Borrower had not returned to the applicable Tenants or applied in accordance with the terms of the applicable Lease, and Lender shall hold such security deposits in a segregated account in accordance with the applicable Lease (e) Upon request of Lender, Presidents Borrower shall request from each Tenant (and Presidents Borrower shall use commercially reasonable and diligent efforts to obtain such certificate), and shall thereafter promptly deliver to Lender each estoppel certificate executed between by any Tenant under a Lease as requested by Lender and delivered to Presidents Borrower, attesting to such facts regarding the Lease as Lender may require, including, but not limited to, attestations that each Lease covered thereby is in full force and effect with no material defaults thereunder on the part of any party, that none of the fixed rent, additional rent nor any other amounts payable under such Lease have been paid more than one month in advance, except as security, and that the lessee claims no defense or offset against the full and timely performance of its obligations under the Lease. Presidents Borrower shall not be required to request and deliver such certificates more frequently than one (1) time in any calendar year. (f) All Leases entered into after the date hereof shall provide that the Tenant is obligated to execute and deliver, upon request, estoppel certificates attesting to such facts regarding its Lease as Lender may reasonably require, including, but not limited to, attestations that such Lease covered thereby is in full force and effect with no material defaults thereunder on the part of this Agreement any party, that none of the fixed rent, additional rent nor any other amounts payable under such Lease have been paid more than one month in advance, except as security, and that the Closing Date shall be paid by Purchaserlessee claims no defense or offset against the full and timely performance of its obligations under the Lease.

Leases. Except (i) The Property is not subject to any Leases other than the Specified Tenant Lease, and the demised premises under the Specified Tenant Lease constitute the entirety of the Land and the Improvements. The initial term of the Specified Tenant Lease does not expire prior to the date that is fifteen (15) years following the First Amendment Date, subject to the rights of Specified Tenant under Section 13 of the Specified Tenant Lease. Specified Tenant is required to commence payment of base rental payments under the Specified Tenant Lease on the Commencement Date (as defined in the Specified Tenant Lease), which is the date of mutual execution and delivery of the Specified Tenant Lease by Mortgage Borrower and Specified Tenant (except during the Rent Abatement Period (as defined in the Specified Tenant Lease) as expressly provided hereinset forth in Section 4(D) thereof). (ii) With respect to each Lease (including, Seller shallwithout limitation, the Specified Tenant Lease), (A) Mortgage Borrower is the owner of landlord’s interest in such Lease, (B) other than with respect to Permitted Encumbrances, no Person has any possessory interest in the Property or right to occupy the same except under and shall cause each of Property Manager, Illinois Manager and Riverside LLC to, refrain from amending any existing Lease without Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability pursuant to interfere with the administration by Seller, Property Manager, Illinois Manager or Riverside LLC of any existing Lease as required by the terms provisions of such Lease. In addition, (C) such Lease is in full force and effect, the tenants thereunder have accepted possession of and are in occupancy of all of their respective demised premises, are open for business, and are paying (except, with respect to Specified Tenant only, during the Rent Abatement Period (as defined in the Specified Tenant Lease) as expressly set forth in Section 4(D) thereof) full, unabated rent, and no tenant under such Lease has given Borrower or Mortgage Borrower any notice of its intent to terminate such Lease or vacate the leased premises (and, except as expressly provided herein, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall enter into any new leases with respect to the termination of the Master Lease as described in Section 3 of the First Amendment, neither Borrower nor Mortgage Borrower has any knowledge that any such tenant intends to so terminate or vacate), (D) neither Borrower nor Mortgage Borrower has received written notice from any tenant under such Lease claiming that Mortgage Borrower (or any prior landlord) is in default thereunder, and to the knowledge of Borrower and Mortgage Borrower there are no defaults under such Lease by any party thereto, (E) no Revenue has been paid more than one (1) month in advance of its due date, (F) all work to be performed by Mortgage Borrower (or any prior (g) Section 5.1.1(b)(i)(G) of the Loan Agreement is hereby deleted in its entirety from the Loan Agreement and replaced with the following provision: “cease to cause Mortgage Borrower to operate the Property, or permit the Property to cease to be operated, exclusively as a life sciences research related manufacturing and office facility together with other appurtenant and related uses (eachother than temporary cessation in connection with any continuous and diligent renovation or restoration of the Property following a Casualty or Condemnation), a or change the trade name or names under which it operates or leases the Property.” (h) Section 5.1.2(h)(v) of the Loan Agreement is hereby deleted in its entirety from the Loan Agreement and replaced with the following provision: “Proposed New [Intentionally Omitted]” (i) In Section 1.1 (except for the definitions of “Borrower Party”, “Complete”, “Master Lease”, “Master Lease Payments”, “Master Lease Recognition Agreement”, “Master Tenant” and “Third Party Sale”), without Purchaser’s written approvalSection 2.1.6(x), as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true 2.3.1(f), Section 3.2.1(c), Section 3.2.2.(c), Section 4.1.2(a), Section 5.1.1(f)(iv)(B)(III), Section 5.1.2(h)(i), Section 8.3(xi) and complete copy of any Proposed New Lease into which Seller or Property ManagerExhibit E, Illinois Manager or Riverside LLC desires all references to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have “Master Lease” are hereby deleted in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease entirety and replaced with “Specified Tenant Lease” and all references to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser does not approve any such Proposed New Lease, Purchaser shall notify Seller, “Master Tenant” are hereby deleted in writing, of such disapproval prior to expiration of the aforesaid five (5) Business Day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming their entirety and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing replaced with respect to any lease with respect to the Real Property executed between the date of this Agreement and the Closing Date shall be paid by Purchaser“Specified Tenant”.

Leases. Except as expressly provided herein, Seller shall, and Borrower shall cause each of Property Manager, Illinois Manager and Riverside LLC to, refrain from amending not execute (or permit Mortgage Borrower or Maryland Owner to execute) any existing Lease without Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability to interfere with the administration by Seller, Property Manager, Illinois Manager for all or Riverside LLC any portion of any existing Lease as required by the terms of such Lease. In addition, except as expressly provided herein, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall enter into any new leases with respect to the Individual Property (each, a “Proposed New Lease”), except for the Master Lease, the Operating Lease and any Non-Material Lease, without PurchaserLender’s prior written approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the sameconsent, which approval consent shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser does not approve Borrower shall cause to be performed at all times promptly and faithfully in all material respects and subject to any such Proposed New Lease, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration of the aforesaid five (5) Business Day period, stating in such written notification under what conditionsgrace and cure periods set forth therein, if any, Purchaser’s approval all of the material covenants, conditions and agreements contained in the Master Lease, now or hereafter existing, on the part of the landlord and tenant thereunder to be kept and 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 forthcoming 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 no cost or expense to Lender, shall cause to be performed and Purchaser’s agreement observed each and every material condition and covenant under the Master Lease to approve such Proposed New 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 if such conditions are satisfiedto 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. All costs Borrower shall not, without the prior written consent of tenant improvements Lender, permit the modification, amendment, supplement or restatement of the Master Lease or the Operating Lease (provided, however, that an Operating Lease may be terminated and/or surrendered and leasing commissions payable after Closing the Master Lease may be amended to reflect same solely in 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 permit the prepayment of any lease with respect rents under the Leases for more than one (1) month prior to the Real Property executed between due date thereof. Notwithstanding the date 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 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 this Section 5.1.22 to the contrary, (a) Lender’s consent to any material amendment, modification, supplement or restatement of the Master Lease shall also be conditioned on (1) the delivery by Borrower of an Additional Insolvency Opinion and an Additional True-Lease Opinion acceptable to Lender and (2) the Closing Date satisfaction of the applicable REIT Representations and Covenants related to Leases, and (b) Lender’s consent to (i) any New Lease other than Non-Material Leases, (ii) any assignment of any Lease (or of any interest therein) or (iii) any material amendment, material modification, material supplement or material restatement of any Lease (other than Non-Material Leases) shall also be paid conditioned on (1) the delivery by PurchaserBorrower of an Additional Insolvency Opinion and an Additional True-Lease Opinion acceptable to Lender and (2) the satisfaction of the applicable REIT Representations and Covenants related to Leases.

Leases. Except (a) Borrower shall furnish Lender with executed copies of all Leases. All new Leases and renewals or amendments of Leases must (i) be entered into on an arms-length basis with Tenants that are not affiliates of Borrower and whose identity and creditworthiness is appropriate for tenancy in property of comparable quality, (ii) provide for rental rates and other economic terms that, taken as expressly provided hereina whole, Seller shallare at least equivalent to then-existing market rates, based on the applicable market, and otherwise contain terms and conditions that are commercially reasonable, (iii) have an initial term of not more than 10 years, (iv) not reasonably be expected to result in a Material Adverse Effect and (v) be 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, 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 cause each 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 on such other form reasonably satisfactory to Lender, with respect to any Lease entered into after the Closing Date that expressly requires the delivery of Property Managera subordination, Illinois Manager attornment and Riverside LLC tonon-disturbance agreement. (b) Any Lease that does not conform to the standards set forth in Section 5.7(a) shall be subject to the prior written consent of Lender, refrain which consent shall not be unreasonably withheld, delayed or conditioned. In addition, all new Leases that are Major Leases, and all terminations, renewals (excluding renewals pursuant to the terms of a Lease) and amendments 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 a comprehensive term sheet and reasonably detailed financial information about the proposed Tenant (to the extent available from amending any existing Lease without Purchaser’s written approvalsuch Tenant), as provided belowBorrower 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 BUSINESS DAYS SHALL BE DEEMED LENDER'S APPROVAL", provided that Purchaser if Lender has reasonably requested any additional information with respect to the Tenant (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 no ability delivered to interfere 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 deemed approved. (c) Borrower shall (i) observe and punctually perform all the material obligations imposed upon the lessor under the Leases; (ii) enforce all of the material terms, covenants and conditions contained in the Leases on the part of the lessee/tenant thereunder to be observed or performed, short of termination thereof, except that Borrower may terminate any Lease following a material default thereunder by the respective Tenant; (iii) not collect any of the rents thereunder more than one month in advance; (iv) not execute any assignment of lessor's/landlord'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, except to the extent expressly provided for under such Major Lease which has been reviewed and approved by Lender, either prior to the date hereof or thereafter in accordance with the administration by Seller, Property Manager, Illinois Manager or Riverside LLC terms hereof; and (vi) not permit any subletting of any existing space covered by a Lease as required by or an assignment of the Tenant's rights under a Lease, except in strict accordance with the terms of such Lease. In additionBorrower shall deliver to each new Tenant a Tenant Notice upon execution of such Tenant's Lease, except and promptly thereafter deliver to Lender a copy thereof and evidence of such Tenant's receipt thereof. (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, any bond or other instrument held by Borrower in lieu of cash security shall name Lender as expressly provided hereinpayee 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, neither Seller nor 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. (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 Property Managerthe material terms, Illinois Manager and Riverside LLC covenants or conditions thereof to be performed or observed by Borrower. Borrower shall enter into any new leases with respect use commercially reasonable efforts to the Property (each, a “Proposed New Lease”), without Purchaser’s written approval, as provided below provide in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of any Proposed New each Major Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser does not approve any such Proposed New Lease, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration of the aforesaid five (5) Business Day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable executed after Closing with respect to any lease with respect to the Real Property executed between the date of this Agreement and the Closing Date to which Borrower is a party that any Tenant delivering any such notice shall send a copy of such notice directly to Lender. (f) All agreements entered into by or on behalf of Borrower that require the payment of Leasing Commissions or other similar compensation to any party shall (i) provide that the obligation will not be paid by Purchaserenforceable against Lender and (ii) be subordinate to the lien of the Security Instrument.

Leases. Except (a) The Borrower will not, without the prior written consent of the Administrative Agent, make, or suffer to be made, any Leases other than (i) Leases in existence on the date hereof and (ii) Leases which conform with the requirements of Section 6.07(c). (b) The Borrower shall deliver prompt written notice to the Administrative Agent of all new Leases, Lease terminations with respect to any Lease of 50,000 or more rentable square feet and Lease modifications, which notice shall set forth the identity of the tenant, proposed tenant and/or substitute tenant, as expressly provided hereinthe case may be, Seller and all material terms relating to the proposed letting, termination or modification. The Borrower shall, within 15 days after the date of this Agreement, submit to the Lender for its review and approval and the review and approval of its counsel, a standard form of office lease and retail lease, the approval of which shall cause each not be unreasonably withheld or delayed. All Leases of space in the Improvements executed after the date hereof shall be on the form of Lease previously approved by the Administrative Agent and its counsel without substantive modification except for commercially reasonable modifications typically made in the usual and ordinary course of arm's length negotiations of leases of space in improvements comparable to the Improvements and, unless otherwise elected by the Administrative Agent, be subject and subordinate to the Mortgage and to the Lien thereof. (c) In the case of any lease at the Mortgaged Property Managercovering less than 50,000 rentable square feet which is not an Intermediate Lease, Illinois Manager the Borrower shall have the right without the Administrative Agent's prior consent and Riverside LLC to, refrain from amending provided no Event of Default has occurred and is continuing: (A) to terminate or accept a surrender of any existing such Lease without Purchaser’s written approval, as provided below(1) in accordance with its terms upon a default by the tenant thereunder or (2) in connection with the reletting of the space for a rental per square foot at least equal to the applicable rental set forth on Schedule 6.07 attached; (B) to enter into new Leases with tenants, provided that Purchaser shall have no ability to interfere each such lease (1) is substantially in accordance with the administration by Seller, Property Manager, Illinois Manager or Riverside LLC form of any existing Lease as required previously approved by the terms Administrative Agent and its counsel without substantive modification except for commercially reasonable modifications typically made in the usual and ordinary course of arm's length negotiations of leases of space in improvements comparable to the Improvements, (2) is for a rental per square foot at least equal to the applicable rental set forth on Schedule 6.07 attached, and (3) will not result in a tenant (other than existing tenants 37 37 pursuant to Leases entered into prior to this Agreement or in accordance with this Agreement) leasing space in the Mortgaged Property under other Leases and the proposed Lease in excess of 50,000 rentable square feet in the aggregate; and (C) to modify any such Lease, but only for a rental per square foot at least equal to the applicable rental set forth on Schedule 6.07 attached, and provided that after giving effect to such modification, such lease continues to be substantially (x) in accordance with the standard form of lease previously approved by the Administrative Agent and its counsel, if such Lease was entered into after the date of this Agreement, without substantive modification except for commercially reasonable modifications typically made in the usual and ordinary course of arm's length negotiations of leases of space in improvements comparable to the Improvements or (y) the same as the form of such LeaseLease prior to such amendment, if such Lease exists on the date of this Agreement, without substantive modification except for commercially reasonable modifications typically made in the usual and ordinary course of arm's length negotiations of leases of space in improvements comparable to the Improvements. In additionThe rentals set forth on Schedule 6.07 may be modified each year with the Administrative Agent's prior consent. The Administrative Agent shall either consent or refuse to consent to the proposed modification within 30 Business Days after receipt of such proposed modification to Schedule 6.07. If the Administrative Agent shall fail to respond within such 30 Business Day period, except as expressly provided herein, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC then the Administrative Agent shall enter be deemed to have consented to such proposed modification. (d) Prior to entering into any new leases Lease with respect to 50,000 or more rentable square feet of space in the Property Improvements (eachirrespective of whether the space demised under any such lease or to any such tenant is physically contiguous) or a renewal, amendment or termination of any such Lease, the Borrower shall deliver to the Administrative Agent the following documents (collectively, the "Lease Package"): (A) with respect to such new Lease or renewal, amendment or termination of any such Lease, as the case may be, (x) a “Proposed New signed letter of intent with the proposed tenant or (y) a proposal form prepared by the Borrower and in substantially the form previously approved by the Administrative Agent with respect to such Lease or renewal, amendment or termination of any such existing Lease”, as the case may be (such letter of intent or proposal, as the case may be, being referred to herein as the "Major Terms Document"), without Purchaser’s written approvalin each case, containing all the material terms of the proposed Lease or such renewal, amendment or termination thereof, as provided below the case may be, including, without limitation, in this Section 5.6.10. Seller shall furnish Purchaser the case of a new Lease, the identity of the proposed tenant and (B) with respect to a true and complete copy of any Proposed New Lease into which Seller or Property Managernew Lease, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed prospective tenant as Sellershall permit the Administrative Agent and, Property Managerin the case of a Major Lease, Illinois Manager as defined below, the Lenders, to assess such proposed tenant's business, character and creditworthiness. (e) The Borrower shall not enter into any (i) retail Lease with respect to more than 5,000 rentable square feet of space in the Improvements in connection with which a subordination, attornment and non-disturbance agreement is required by the tenant thereunder or Riverside LLC may have (ii) office Lease with respect to more than 25,000 rentable square feet of space in their possessionthe Improvements in connection with which a 38 38 subordination, attornment and non-disturbance agreement is required by the tenant thereunder or (iii) Lease with respect to 50,000 or more but less than 125,000 rentable square feet of space in the Improvements (in each case, irrespective of whether the space demised under any such Lease or to any such tenant is physically contiguous) (each such lease, an "Intermediate Lease") or modify, amend (other than ministerial amendments required or contemplated by an Intermediate Lease (including, without limitation, such amendments which are entered into in order to evidence the exercise by the tenant of a renewal, extension or expansion option which is contained in such Intermediate lease)), terminate (except after a default by the tenant thereunder) or accept the surrender of any existing Intermediate Lease without, in each case, first obtaining the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed. Purchaser shall have five With respect to each Intermediate Lease, within ten (510) Business Days from after the Administrative Agent shall have received the Lease Package with respect to such Intermediate Lease, the Administrative Agent shall either consent or refuse to consent to such Major Terms Document. If the Administrative Agent shall refuse to consent to the proposed Major Terms Document, then the Administrative Agent shall promptly forward to the Borrower the reasons for such refusal in reasonable detail. If the Administrative Agent shall fail to respond within such ten (10) Business Day period, then the Administrative Agent shall be deemed to have consented to such proposed Major Terms Document. (f) The Borrower shall not enter into any Lease with respect to 125,000 or more rentable square feet of space in the Improvements (irrespective of whether the space demised under any such Lease or to any such tenant is physically contiguous) (each such lease, a "Major Lease") or modify, amend (other than ministerial amendments required or contemplated by a Major Lease (including, without limitation, such amendments which are entered into in order to evidence the exercise by the tenant of a renewal, extension or expansion option which is contained in such Major Lease)), terminate (except after a default by the tenant thereunder) or accept the surrender of any existing Major Lease without, in each case, first obtaining the prior written consent of the Required Lenders, which consent shall not be unreasonably withheld or delayed. With respect to each proposed Major Lease or any renewal, amendment or termination of an existing Major lease, the Administrative Agent shall promptly upon receipt deliver a copy of the Lease Package with respect to such Major Lease or such renewal, amendment or termination, as the case may be, to each Lender. Within fifteen (15) Business Days after the Administrative Agent shall have received the Lease Package with respect to such Major Lease, the Required Lenders shall either consent or refuse to consent to the Major Terms Document relating to such Major Lease. If the Required Lenders shall refuse to consent to the proposed Major Terms Document, then the Administrative Agent shall promptly forward to Borrower the reasons for such refusal in reasonable detail. If the Administrative Agent shall fail to respond on behalf of the Lenders within such fifteen (15) Business Day period, then the Required Lenders shall be deemed to have consented to the proposed Major Terms Document with respect to such Major Lease. 39 39 (g) If the Required Lenders or the Administrative Agent, as the case may be, shall have approved the Major Terms Document with respect to the termination (to the extent consent is required) or surrender of an existing Intermediate Lease or Major Lease, then the Borrower may proceed with such termination or surrender in accordance with the Major Terms Document with respect to such Intermediate Lease or Major Lease. If the Required Lenders or the Administrative Agent, as the case may be, shall have approved the Major Terms Document with respect to a new Intermediate Lease or Major Lease or the amendment (to the extent consent is required) or renewal of an existing Intermediate lease or Major Lease, as the case may be, then the Borrower shall deliver to the Administrative Agent the final draft of the proposed Intermediate Lease or Major Lease or the relevant renewal or amendment documents, as the case may be, in the case of a new Intermediate Lease or Major Lease shall be mechanically marked to show changes between such Intermediate Lease or Major Lease, and the standard form lease approved by the Administrative Agent and its counsel. Within ten (10) Business Days after receipt of such Proposed New the final draft of the proposed Intermediate Lease to or Major Lease or the renewal or amendment documents, as the case may be, and provided that Borrower has otherwise complied with the terms of this Section 6.07, the Administrative Agent shall approve or disapprove deny approval of such Intermediate Lease or Major Lease or renewal or amendment documents, as the samecase may be, which approval shall not be unreasonably withheld, conditioned withheld or delayed. In , and the event that Purchaser does not approve any such Proposed New Lease, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration approval of the aforesaid five Required Lenders shall not be required. If the Administrative Agent shall fail to respond with in such ten (510) Business Day period, stating in then the Administrative Agent shall be deemed to have consented to such written notification under what conditionsproposed Intermediate Lease or Major Lease or such renewal or amendment of an existing Intermediate Lease or Major Lease, if anyas the case may be. (h) Upon request of Borrower and provided that no Event of Default has occurred and is continuing hereunder, Purchaser’s approval would be forthcoming Administrative Agent shall execute and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect deliver to any lease with respect tenant a subordination and non-disturbance agreement on behalf of Lenders, in a form satisfactory to the Real Property executed between the date of Administrative Agent, respecting any Intermediate Lease or Major Lease for which approval has been granted under this Agreement and the Closing Date shall be paid by PurchaserAgreement.

Leases. Except as expressly provided herein(i) Make all payments and otherwise perform in all material respects all obligations in respect of all leases of real property to which the Borrower or any of its Subsidiaries is a party, Seller shallkeep such leases in full force and effect and not allow such leases to lapse or be terminated or any rights to renew such leases to be forfeited or cancelled (except, in the case of Subsidiaries of the Borrower only, if in the reasonable business judgment of such Subsidiary it is in its best economic interest not to maintain such lease or prevent such lapse, termination, forfeiture or cancellation and such failure to maintain such lease or prevent such lapse, termination, forfeiture or cancellation is not in respect of a Qualifying Ground Lease of a Borrowing Base Asset and could not otherwise reasonably be expected to result in a Material Adverse Effect), notify the Administrative Agent of any default by any party with respect to such leases and cooperate with the Administrative Agent in all respects to cure any such default, and shall cause each of Property Managerits Subsidiaries to do so. (ii) Without the prior written consent of Administrative Agent, Illinois Manager and Riverside LLC to, refrain from amending any existing Lease without Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability such approval not to interfere with the administration by Seller, Property Manager, Illinois Manager or Riverside LLC of any existing Lease as required by the terms of such Lease. In addition, except as expressly provided herein, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall enter into any new leases with respect to the Property (each, a “Proposed New Lease”), without Purchaser’s written approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned or delayed. In , none of Borrower, any Subsidiary Guarantor, nor their respective agents shall (A) enter into any non-residential Tenancy Leases related to a Borrowing Base Asset where the event that Purchaser does not approve annual rent under the applicable Tenancy Lease exceeds $30,000 per annum, or (B) modify, amend or terminate any such Proposed New Leasenon-residential Tenancy Lease (except as expressly permitted or contemplated hereunder) if such modification, Purchaser amendment or termination could reasonably be expected to result in a Material Adverse Effect. Borrower shall notify Seller, in writing, provide Administrative Agent with a copy of all non-residential Tenancy Leases related to a Borrowing Base Asset where the annual rent under the applicable Tenancy Lease exceeds $30,000 per annum no less than ten (10) days prior to execution of such disapproval prior to expiration Tenancy Leases. Borrower shall provide Administrative Agent with a copy of the aforesaid five (5) Business Day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement fully executed original of all non-residential Tenancy Leases related to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect to any lease with respect to the Real Property executed between the date of this Agreement and the Closing Date shall be paid by Purchasera Borrowing Base Asset promptly following their execution.

Leases. Except Seller shall have the right, prior to the expiration of the Due Diligence Period, to continue to offer the Property for lease in the same manner as expressly provided hereinprior hereto pursuant to its normal course of business and Seller shall keep Buyer reasonably informed as to the status of leasing prior to the Closing Date. At least five (5) days prior to the expiration of the Due Diligence Period, Seller shallshall give Buyer written notice of all new Leases and any amendments, and shall cause each of Property Managermodifications, Illinois Manager and Riverside LLC toterminations, refrain from amending any existing Lease without Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability to interfere with the administration by Seller, Property Manager, Illinois Manager renewals or Riverside LLC extensions of any existing Lease as required by Leases then or theretofore entered into during the terms Due Diligence Period. After the expiration of such Lease. In additionthe Due Diligence Period (unless Buyer shall have theretofore delivered a Termination Notice hereunder), except as expressly provided herein, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall not enter into any new leases with respect to the Property (eachLeases or any amendments, a “Proposed New Lease”)modifications, without Purchaser’s written approvalterminations, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy renewals or extensions of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the sameexisting Leases without Buyer’s prior written consent, which approval may be withheld in Buyer’s sole and absolute discretion. Buyer shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser does not approve any such Proposed New Lease, Purchaser shall notify advise Seller, in writing, whether Buyer approves or disapproves any proposed New Lease or any such proposed modification, amendment or termination, within three (3) days after Buyer’s receipt of Seller’s written request therefor, each of which requests shall be accompanied by (i) a term sheet describing the material terms of the proposed transaction, and (ii) appropriate financial information on the applicable tenant and such disapproval other information as Buyer may reasonably require. If Buyer fails to notify Seller within such 3-day period, Buyer shall be deemed to have disapproved the proposed transaction. If Buyer timely disapproves of any proposed new Lease or any proposed modification, amendment, termination, renewal or extension of an existing Lease, Seller may nevertheless enter into such transaction; provided, however, if Seller enters into such transaction notwithstanding Buyer’s disapproval, Buyer may terminate this Agreement, whereupon the Escrow Deposit (together with all interest earned thereon) shall be immediately returned to Buyer. However, Buyer recognizes and acknowledges that Seller is currently in the process of finalizing amendments/addendums to several leases, and Seller will keep Buyer apprised of the status thereof and prior to expiration the execution thereof will obtain Buyer’s approval in accordance with the provisions of the aforesaid five (5) Business Day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect to any lease with respect to the Real Property executed between the date of this Agreement and the Closing Date shall be paid by Purchaserimmediately preceding paragraph.

Leases. Except as expressly provided hereinA. Without Lender’s prior written consent, Seller shallwhich may be granted or withheld in Lender’s sole discretion, Borrowers shall not enter into or modify, amend, supplement, terminate or cancel any Lease of all or any part of any Property. Any submission by Borrowers for Lender’s consent to a Lease or modification, amendment, supplement, termination or cancellation thereof shall be accompanied by a copy of such Lease or modification, amendment, supplement, termination or cancellation, a then-current Rent Roll for the applicable Property, year-to-date and prior year operating statements for the applicable Property and a cover letter requesting Lender’s consent which contains a signature line on which Lender may evidence Lender’s consent to such Lease or modification, amendment, supplement, termination or cancellation (collectively, the “Lease Approval Deliveries”). Each Lease, and each modification, amendment, supplement, termination or cancellation of any Lease, shall cause each of Property Managerbe in writing. Notwithstanding anything to the contrary in the Loan Documents, Illinois Manager and Riverside LLC to, refrain from amending any existing Lease without PurchaserLender’s written approvalconsent will not be required prior to entering into any new Safe Harbor Lease or any modification, amendment, or supplement thereof after the Closing Date (so long as provided belowsuch Lease remains a Safe Harbor Lease after giving effect to any such modification, amendment or supplement), provided that Purchaser shall have no ability Event of Default exists and Borrowers deliver a copy of each such Safe Harbor Lease to interfere Lender within ten (10) days after execution thereof together with the administration by SellerBorrowers’ written certification that such copy is a true, Property Manager, Illinois Manager or Riverside LLC of any existing Lease as required by the terms of such Lease. In addition, except as expressly provided herein, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall enter into any new leases with respect to the Property (each, a “Proposed New Lease”), without Purchaser’s written approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true correct and complete copy of such Safe Harbor Lease and that all of the conditions set forth in this sentence and in the definition of “Safe Harbor Lease” have been satisfied. B. Lender agrees that for any Proposed New proposed Lease that does not qualify as a Safe Harbor Lease, for which Borrower is required to obtain Lender’s consent thereto, Lender will attempt to respond within ten (10) Business Days, and Lender’s consent shall not be unreasonably withheld based upon market conditions, so long as no Event of Default then exists. Borrower shall be permitted to submit a lease summary term sheet, for purposes of obtaining Lender’s approval, which sets out all of the economic terms of the proposed Lease, as well as any deviations from the Lease Form. Lender’s consent will be contingent on tenant signing the Lease Form. Lender will not be obligated to enter into any subordination, non-disturbance and attornment agreement (or similar agreement) for any tenant for which Seller or Property Manager, Illinois Manager or Riverside LLC desires Borrower is requesting Lender lease approval until such time as an executed Lease that complies with the provisions of this Agreement is delivered to have Riverside LLC enter and such financial information with respect Lender. If Lender has failed to respond to the written request for consent of a proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have Lease after five (5) Business Days from after its receipt of thereof, together with any additional information that Lender may reasonably require to evaluate such Proposed New Lease to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser does not approve any such Proposed New proposed Lease, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration of the aforesaid and Borrower has provided a subsequent five (5) Business Day periodDays written notice to Lender requesting consent, stating each notice marked with a legend in bold capital letters stating: LENDER SHALL BE DEEMED TO HAVE CONSENTED TO THE MATTER CONTAINED HEREIN IF IT FAILS TO RESPOND TO THIS REQUEST FOR CONSENT WITHIN 10/5 (as applicable) BUSINESS DAYS AFTER THE DATE HEREOF, then Lender shall be deemed to have consented to the same. C. With respect to each Lease, Borrowers: shall neither do, nor neglect to do, anything that may cause or permit the termination of such Lease, or cause or permit the withholding or abatement of any rent payable under any such Lease; (i) shall observe and perform all of the obligations imposed upon Borrowers under such Lease and shall not do or permit to be done anything to impair the value of the Lease as security for the Secured Obligations; (ii) shall promptly send copies to Lender of all written notification notices of default that Borrowers shall send or receive under what conditionsany Lease; (iii) shall enforce all of the terms, covenants and conditions contained in the Lease upon the part of the lessee or any other party that is not Borrowers thereunder to be observed or performed and shall not effect a termination or diminution of the obligations of tenants under Lease; (iv) shall not collect any rent under any Lease more than one (1) month in advance (other than security deposits); (v) shall not execute any other assignment of Borrowers’ interest in the Leases or Revenue, except pursuant to the Security Documents; (vi) shall not alter, modify or change the terms of any guaranty of the Leases or cancel or terminate such guaranty without the prior written consent of Lender; and (vii) shall not consent to any assignment of or subletting under the Lease not in accordance with their terms, without the prior written consent of Lender. D. Borrowers shall deposit security deposits of tenants under Leases that are turned over to or for the benefit of Borrowers or otherwise collected by or on behalf of Borrowers, into an Eligible Account and in compliance with applicable Legal Requirements and shall not commingle such funds with any other funds of Borrowers. Any bond or other instrument that Borrowers are permitted to hold in lieu of cash security deposits under any applicable Legal Requirements shall be maintained in full force and effect unless replaced by cash deposits as hereinabove described, shall, if anypermitted pursuant to all applicable Legal Requirements, Purchasername Lender as payee or mortgagee thereunder (or at Lender’s approval would option, be forthcoming fully assignable to Lender) and Purchasershall, in all respects, comply with any applicable Legal Requirements and otherwise be reasonably satisfactory to Lender. Borrowers shall, upon request, provide Lender with evidence reasonably satisfactory to Lender of Borrowers’ compliance with the foregoing. Upon the occurrence and during the continuance of any Event of Default, Borrowers shall, upon Lender’s agreement written request, if permitted by any applicable Legal Requirements, turn over to approve Lender the security deposits (and, if required to be paid to any tenant pursuant to its Lease or applicable Legal Requirements, any interest theretofore earned thereon and not previously disbursed to such Proposed New tenant) then held with respect to all or any portion of any Property, to be held by Lender subject to the terms of the Leases. (i) Without limiting the generality of the foregoing, (a) Borrowers shall notify Lender in writing of any cancellation penalties, termination fees or other consideration payable to Borrowers in connection with any cancellation, termination or surrender of any Lease if (any such conditions penalties or fees are satisfied. All costs referred to herein as “Termination Fees”), which written notice shall be delivered to Lender not later than three (3) Business Days following receipt by Borrowers of written notice from the applicable tenant improvements under such Lease of the intention of such tenant to cancel, terminate or surrender such Lease, but in any event prior to the payment by the applicable tenant under such Lease of any such Termination Fees to such Borrower and (b) Lender may, but shall not be required to, (i) require that such Borrowers deposits such Termination Fees into a reserve held by Lender or Servicer pursuant to a tenant improvement and leasing commissions payable after Closing reserve agreement, which agreement shall be in form and substance reasonably satisfactory to Lender, and (ii) impose such restrictions and conditions on the timing and amount of disbursements of the Termination Fees from such reserve account as Lender may reasonably require, including, without limitation (x) requiring that (1) the space left vacant as a result of such cancellation, termination or surrender be relet to a tenant and under a Lease consented to by Lender unless such consent is either not required or deemed given in accordance with respect this Section 5.1.18 (any such Lease an “Approved Lease”), (2) the tenant under such Approved Lease is in occupancy of the portion of the Property demised pursuant to any lease such Approved Lease and is paying rent in accordance with respect such Approved Lease, (3) Borrowers provide to Lender a tenant estoppel certificate from the tenant under such Approved Lease in a form and in substance reasonably acceptable to Lender, and (4) Borrowers provide to Lender written evidence reasonably acceptable to Lender that all improvements to the Real applicable Property executed between required pursuant to such Approved Lease have been completed in accordance with such Approved Lease, and (y) limiting the amount of any such disbursement to the lesser of (1) the actual cost of re-tenanting such space and (2) the amount calculated by dividing the applicable Termination Fees by the total square feet of space vacated, then multiplying that result by the number of square feet of newly leased space under such Approved Lease. (ii) Subject to Section 5.1.18(E)(iii) below, (a) in the event that following the date that any such Termination Fee is paid, as of the date of determination, the Debt Service Coverage Ratio is less than 1.0 to 1.0, then Lender may apply an amount equal to the excess of (x) any Termination Fees over (y) the amount of such Termination Fees disbursed to Borrowers pursuant to Section 5.1.18(E)(i) above (any such excess amount the “Excess Termination Fees”) to any regularly scheduled payment due and payable by Borrower under the Note, this Agreement, the Mortgages or the other Loan Documents (including, without limitation, any monthly payment of principal and/or interest and any regularly scheduled reserve deposits) in such order and in such manner as determined by Lender; (b) following the date that any such Termination Fee is paid, as of the date of determination, (x) the Debt Service Coverage Ratio equals or exceeds 1.0 to 1.0 and (y) at least eighty-five percent (85%) of the rentable square feet of space available at all of the Properties is occupied by Leases approved (or deemed approved) by Lender pursuant to this Agreement or the Safe-Harbor Leases, then Lender shall disburse any Excess Termination Fees to Borrowers. (iii) If any Event of Default exists and is continuing, Lender may apply any Termination Fees to the Closing Date Secured Obligations in such order and in such manner as determined by Lender in Lender’s sole discretion. F. Borrowers shall be paid provide Lender with a Rent Roll on an annual basis, certified by PurchaserBorrowers to Lender as true, correct and complete. Without limiting the provisions of this Section 5.1.18, the Rent Roll shall include all Leases whether or not evidenced by written instruments.

Leases. Except as expressly provided herein(a) Borrowers covenant and agree that they shall not enter into, Seller shallor permit Head Lessee to enter into, any Lease affecting the lesser of (x) ten percent (10%) of the gross leaseable area of the Improvements at any Individual Property and (y) 4,000 square feet or more of the related Individual Property or having a term often (10) years or more without the prior written approval of Lender, which approval shall not be unreasonably withheld. The request for approval of each such proposed new Lease shall be made to Lender in writing and shall cause each of Property Managerstate that, Illinois Manager and Riverside LLC to, refrain from amending any existing Lease without Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability pursuant to interfere with the administration by Seller, Property Manager, Illinois Manager or Riverside LLC of any existing Lease as required by the terms of such Lease. In additionthis Agreement, except as expressly provided herein, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall enter into any new leases with respect to the Property (each, a “Proposed New Lease”), without Purchaser’s written approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease failure to approve or disapprove such proposed Lease within fifteen (15) Business Days is deemed approval and Borrowers shall furnish to Lender (and any loan servicer specified from time to time by Lender): (i) such biographical and financial information about the proposed Tenant as Lender 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 Lender 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) such Lease shall not contain any rental or other concessions which are not then customary and reasonable for similar properties and Leases in the market area of the Individual Property for which such Lease approval is being requested; (iii) such Lease shall provide that the Tenant pays for its expenses; (iv) the rental shall be at least at the market rate then prevailing for similar properties and leases in the market areas of the Individual Property for which such Lease approval is being requested; and (v) such Lease shall contain subordination and attornment provisions in form and content acceptable to Lender. Failure of Lender 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 Lender with such request shall be deemed approval, provided that the written request for approval specifically mentioned the same. Upon the request of Borrowers, Lender shall enter into a Subordination, Attornment and Non-Disturbance Agreement with any future Tenant on Lender’s then current form, subject to commercially reasonable negotiation. (b) Lender hereby approves Borrowers’ form Lease attached hereto as Schedule 9. All Leases of space in the Improvements or at each Individual Property shall be on terms consistent with the terms for similar leases in the market area of the related Individual Property (taking into account the identity of the tenant, the nature of the tenant’s business and the seasonal nature of the business at the Individual Property), 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 related Individual Property. Such Leases shall also provide for security deposits in reasonable amounts consistent with prevailing market conditions. Borrowers shall also submit to Lender for Lender’s approval, which approval shall not be unreasonably withheld, conditioned prior to the execution thereof, any proposed Lease of the Improvements or delayedany portion thereof that differs materially and adversely from the aforementioned form Lease. Except for the Head Leases and the ITW Interim Leases, no Borrower shall execute, and Borrowers shall not permit Head Lessee to execute, any Lease for all or a substantial portion of the Individual Property that it owns, except for an actual occupancy by the Tenant, lessee or licensee thereunder, and shall at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all Leases with respect to the Individual Property, now or hereafter existing, on the part of the landlord, lessor or licensor thereunder to be kept and performed. Each Borrower shall furnish to Lender, within ten (10) days after a request by Lender to do so, but in any event by February 15th of each year, a current Rent Roll, certified by Borrowers as being true and correct, containing the names of all Tenants with respect to the related Individual 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 Lender, Borrowers shall deliver to Lender a copy of each such Lease. No Borrower shall do or suffer to be done, and Borrowers shall not permit Head Lessee to do or suffer to be done, any act, 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 not further assign any such Lease or any such Rents and Profits. Borrowers, at no cost or expense to Lender, shall enforce, and shall cause Head Lessee to enforce, short of termination, the performance and observance of each and every condition and covenant of each of the Tenants under such Leases and no Borrower shall, and Borrower shall not permit Head Lessee to, anticipate, discount, release, waive, compromise or otherwise discharge any rent payable under any of the Leases affecting greater than the lesser of (x) five percent (5%) of the gross leaseable area of the related Improvements that such Lease affects or (y) 2,500 square feet. Notwithstanding the foregoing, at any time and from time to time, Lender shall be entitled to, and each Borrower hereby grants to Lender, and Borrowers have caused Head Lessee to grant to Lender, the right to undertake any and all action as may be required (in the sole discretion of Lender) to cure any default, or event which with the passage of time following any notice and cure period shall constitute a default by a Borrower or the Head Lessee under such Leases. No Borrower shall, and Borrowers shall not permit the Head Lessee to, without the prior written consent of Lender, 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, with respect only to Leases (other than the Head Lease and any Master Leases) affecting less than the lesser of (x) ten percent (10%) of the gross leaseable area of the related Improvements that such Lease affects and (y) 4,000 square feet and having a term often (10) years or less, 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 applicable Individual Property is located. With respect to the termination or surrender of any Lease (other than the Head Lease) affecting more than the lesser of (x) ten percent (10%) of the gross leaseable area of the related Improvements that such Lease affects and (y) 4,000 square feet or having a term greater than ten (10) years, Lender reserves the right to condition its consent to any termination or surrender of such Lease upon the payment to Lender of any lease termination or other payment due from the applicable tenant in connection with such termination or surrender. Borrowers and Lender agree that all such sums paid to Lender shall be held by Lender as a tenant improvement and leasing commission reserve and shall be considered a “Reserve” as described in Section 5.1 hereof and all such amounts shall be held, maintained, applied and disbursed in accordance with Lender’s standard procedures relating to similar reserves. No Borrower shall permit, and Borrowers shall not permit Head Lessee to permit, the prepayment of any rents under any of the Leases for more than one (1) month prior to the due date thereof. (c) Each Lease executed after the date hereof affecting any of the Individual Properties or the Improvements must provide, in a manner approved by Lender (as the approved form lease does), that (i) the Tenant will recognize as its landlord, lessor or licensor, as applicable, and attorn to, any person succeeding to the interest of the Head Lessee upon the termination of the Head Lease and (ii) the Tenant will recognize as its landlord, lessor or licensor, as applicable, and attorn to, any person succeeding to the interest of the Head Lessee or Borrowers, as applicable, upon any foreclosure of the applicable Debenture or deed in lieu of foreclosure. Each such Lease shall also provide (as the approved form lease does) that, upon request of Lender or such other said successor-in-interest, the Tenant shall execute and deliver an instrument or instruments confirming its attornment as provided for in this Section; provided, however, that neither Lender nor any successor-in-interest shall be bound by any payment of rent for more than one (1) month in advance, or any amendment or modification of said Lease made without the express written consent of Lender or said successor-in-interest of the Borrower’s interest. (d) Upon the occurrence of an Event of Default, 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 any Debenture or sell pursuant to any power of sale, forthwith, upon demand of Lender, Borrowers shall surrender to Lender, and Lender shall be entitled to take actual possession of, the Individual Properties or any part thereof personally, or by its agent or attorneys. In such event (i) at the event option of Lender, the Head Lease shall terminate and (ii) Borrowers hereby give and grant to Lender, the right, power and authority to make and enter into Leases with respect to any of the Individual Properties or portions thereof for such rents and for such periods of occupancy and upon conditions and provisions as Lender may deem desirable in its sole discretion, and Borrowers expressly acknowledge and agree that Purchaser does not approve the term of any such Proposed New Lease may extend beyond the date of any foreclosure sale of the Individual Property, it being the intention of Borrowers that in such event Lender shall be deemed to be and shall be the attorney-in-fact of Borrowers for the purpose of making and entering into Leases of parts or portions of the Individual Properties for the rents and upon the terms, conditions and provisions deemed desirable to Lender in its sole discretion and with like effect as if such Leases had been made by a Borrower as the owner in fee simple of the Individual Property free and clear of any conditions or limitations established by the Debenture. The power and authority hereby given and granted by Borrowers to Lender shall be deemed to be coupled with an interest, shall not be revocable by any Borrower so long as any portion of the Debt is outstanding, shall survive the voluntary or involuntary dissolution of any Borrower and shall not be affected by any disability or incapacity suffered by any Borrower subsequent to the date hereof. In connection with any action taken by Lender pursuant to this Section, Lender shall not be liable for any loss sustained by any Borrower resulting from any failure to let an Individual Property, or any part thereof, or from any other act or omission of Lender in managing an Individual Property, nor shall Lender be obligated to perform or discharge any obligation, duty or liability under any Lease covering an Individual Property or any part thereof or under or by reason of this instrument or the exercise of rights or remedies hereunder. Borrowers shall, and do hereby, indemnify Lender for, and hold Lender harmless from, any and all claims, actions, demands, liabilities, loss or damage which may or might be incurred by Lender under any such Lease or under this Agreement or the Debentures or by the exercise of rights or remedies hereunder or under any other Loan Document, and from any and all claims and demands whatsoever which may be asserted against Lender 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 Lender. Should Lender 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 Lender until actually paid by Borrowers, shall be immediately due and payable to Lender by Borrowers 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 Lender any duty, obligation or responsibility for the control, care, management or repair of any Individual Property, or for the carrying out of any of the terms and conditions of any such Lease, Purchaser nor shall notify Sellerit operate to make Lender responsible or liable for any waste committed on any Individual Property by the Tenants or by any other parties or for any dangerous or defective condition of any Individual Property, or for any negligence in writingthe management, upkeep, repair or control of any Individual Property. Borrowers hereby assent to, ratify and confirm any and all actions of Lender with respect to each Individual Property taken under this Section. (e) Notwithstanding anything to the contrary set forth herein or the other Loan Documents, Borrowers shall not amend, modify, cancel, terminate or accept a surrender of any Master Lease or any Head Lease, or waive or release any Tenant thereunder from the performance or observance of any obligation or condition under such Master Leases or any Head Lease, without the prior written consent of Lender, which consent may be withheld in Lender’s sole discretion. In addition, Borrowers shall not permit Head Lessee to amend, modify, cancel, terminate or accept a surrender of any Master Lease, or waive or release any Tenant thereunder from the performance or observance of any obligation or condition under such Master Leases, without the prior written consent of Lender, which consent may be withheld in Lender’s sole discretion. Each Intrawest Tenant shall agree to directly deposit all payments of Rent into the Lockbox Account. At all times during the term of (i) each ITW Interim Lease, the Tenant under the ITW Interim Lease shall be Intrawest, or if such Tenant is not Intrawest, such Tenant shall be an Affiliate of Intrawest acceptable to Lender and Intrawest shall have executed a lease indemnity agreement with respect to such ITW Interim Lease in a form approved by the Lender, and (ii) each Intrawest Lease, the Tenant under the Intrawest Lease shall be Intrawest or an Affiliate of Intrawest. In addition, none of the ITW Interim Leases shall terminate during its 10 year term upon the leasing of the ITW Interim Lease space to any third party tenants and such ITW Interim Leases shall remain in full force and effect for the entire 10 year term, provided, however, that an ITW Interim Lease may terminate at, or at any time after, the end of the forty-eighth (48th) month of the term of such disapproval prior ITW Interim Lease with respect to expiration space leased to a third party tenant provided all of the aforesaid following conditions are satisfied: (1) such third party tenant is acceptable to Lender in its reasonable discretion and such third party tenant has executed a Lease approved by Lender, acting reasonably, which Lease shall provide for payment of base minimum rent equal to or greater than the rent set forth in the applicable ITW Interim Lease, reimbursements equal to or greater than the reimbursements set forth in the applicable ITW Interim Lease, and a lease term of at least five (5) Business Day periodyears, stating (2) such third party tenant is in occupancy of all of such written notification under what conditionsapplicable ITW Interim Lease space, (3) Borrowers, Intrawest or such third party tenant provides to Lender evidence of a 12-month consecutive payment history with no defaults in the payment of rent or reimbursements, and (4) either (A) if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of the third party tenant improvements and leasing commissions payable after Closing with respect to any lease with respect to the Real Property executed between the date of this Agreement and the Closing Date shall be paid by Purchaser.has a percentage re

Leases. Except as expressly provided (a) Notwithstanding anything to the contrary herein, Seller shallMortgagor shall not enter into any Lease without Mortgagee’s prior written consent, and shall cause furnish to Mortgagee, upon execution, a complete and fully executed copy of each Lease. Mortgagor shall provide Mortgagee with a copy of Property Managereach proposed Lease requiring the consent of Mortgagee and with any information requested by Mortgagee regarding the proposed Tenant thereunder. Mortgagee may declare each Lease to be prior or subordinate to this Mortgage, Illinois Manager at Mortgagee’s option. (b) Mortgagor shall, at its cost and Riverside LLC toexpense, refrain from amending perform each obligation to be performed by the landlord under each Lease; not borrow against, pledge or further assign any existing Lease without Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability to interfere with rents or other payments due thereunder; not permit the administration by Seller, Property Manager, Illinois Manager or Riverside LLC prepayment of any existing rents or other payments due for more than one (1) month in advance; and not permit any Tenant to assign its Lease as or sublet the premises covered by its Lease, unless required to do so by the terms thereof and then only if such assignment does not work to relieve the Tenant of such any liability for performance of its obligations thereunder. (c) If any Tenant shall default under its Lease. In addition, except as expressly provided hereinMortgagor shall, neither Seller nor any in the ordinary course of Property Managerbusiness, Illinois Manager and Riverside LLC shall enter into any new leases exercise sound business judgment with respect to such default, but may not discount, compromise, forgive or waive claims or discharge the Property Tenant from its obligations under the Lease or terminate or accept a surrender of the Lease without the prior written consent of Mortgagee. (eachd) If Mortgagor fails to perform any obligations of Mortgagor under any Lease or if Mortgagee becomes aware of or is notified by any Tenant of a failure on the part of Mortgagor to so perform, a “Proposed New Lease”)Mortgagee may, without Purchaser’s written approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the same, which approval but shall not be unreasonably withheldobligated to, conditioned without waiving or delayed. In the event that Purchaser does not approve releasing Mortgagor from any Obligation, remedy such failure, and Mortgagor agrees to repay upon demand all sums incurred by Mortgagee in remedying any such Proposed New Leasefailure, Purchaser shall notify Seller, together with interest thereon from the date incurred at an annual rate equal to nine and one half percent (9.5%) in writing, of such disapproval prior to expiration excess of the aforesaid five one month LIBOR Rate (5as set forth and defined in the Bond Lease). (e) Business Day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect to any lease with respect to the Real Property executed between the date For purposes of this Agreement and Mortgage, the Closing Date following terms shall be paid by Purchaser.have the following meanings:

Leases. Except (a) Lender hereby approves the Master Lease. Each Lease entered into after the date hereof shall be subject to the prior written approval of Lender; provided, however, that so long as expressly no Event of Default is continuing, Borrower may permit or allow Master Tenant to enter into a sublease which meets the Approved Sublease Parameters without the consent of Lender. Borrower shall pay the actual, out-of-pocket costs and expenses associated with Lender or its counsel’s review of any Lease for which Lender’s consent may be required under this Section 5.7. (b) Borrower shall not, and shall not permit Property Owner or Master Tenant to, orally or in writing, without the prior written consent of Lender, alter, supplement, amend, modify or waive the terms or provisions of, renew, terminate, reduce rents or accept a surrender of space under, extend or shorten the term of, or enter into a sublease or a subordination, nondisturbance and attornment agreement in connection with, any Lease (other than a sublease meeting the Approved Sublease Parameters) or the premises demised thereby (including any guaranty, letter of credit or other credit support with respect thereto); provided, however, that Borrower may permit Master Tenant to terminate a Lease subject to compliance with Section 5.7(i) below in connection with the decision to have the applicable Property become a Dark Property. Any amendment, modification, waiver, termination, assignment, pledge, release, hypothecation, rent reduction, space surrender or term shortening of any Lease (other than a sublease meeting the Approved Sublease Parameters) shall be subject to the prior written approval of Lender (each, a “Lease Modification”), and shall be at Borrower’s sole cost and expense. In addition, Borrower shall not permit Property Owner to, without the prior consent of Lender, surrender any interest of Property Owner in the Master Lease and if Property Owner shall default in the performance or observance of any term, covenant or condition of the Master Lease on the part of Property Owner and shall fail to cure the same prior to the expiration of any applicable cure period provided thereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all of the terms, covenants and conditions of the Master Lease on the part of Property Owner to be performed or observed on behalf of Property Owner, to the end that the rights of Property Owner in, to and under the Master Lease shall be kept unimpaired and free from default. Notwithstanding anything to the contrary contained herein, Seller at any time Property Owner has any right to consent to any item under the Master Lease or the space demised thereby, Borrower shall not take, or permit Property Owner to take, such action without the prior written consent of Lender (other than with respect to a sublease meeting the Approved Sublease Parameters). If Borrower, Property Owner or Master Tenant shall deliver to Lender a copy of any notice of default under the Master Lease, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. (c) Borrower shall, and shall cause each of Property Manager, Illinois Manager Owner and Riverside LLC Master Tenant to, refrain from amending (i) observe and punctually perform all the material obligations imposed upon the lessor under the Leases; (ii) enforce all of the material terms, covenants and conditions contained in the Leases on the part of the lessee thereunder to be observed or performed, short of termination thereof except that Borrower may permit Property Owner and/or Master Tenant to terminate any existing Lease (other than the Master Lease) following a monetary or material non-monetary default thereunder by the respective Tenant which default has not been cured within thirty (30) days after the occurrence thereof; (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; (v) not cancel or terminate any guarantee of any of the Leases without Purchaser’s the prior written approval, consent of Lender other than as provided belowmay be required pursuant to the terms thereof or in connection with the termination of the applicable Lease to which such guarantee relates; and (vi) other than with respect to a sublease meeting the Approved Sublease Parameters, provided that Purchaser shall have no ability to interfere with the administration by SellerEvent of Default is continuing, Property Manager, Illinois Manager or Riverside LLC not permit any subletting of any existing space covered by a Lease as or an assignment of the Tenant’s rights under a Lease, without the prior written consent of Lender, not to be unreasonably withheld, unless required by the terms of such Lease. In additionBorrower shall cause Property Owner or Master Tenant to, except deliver to each new Tenant a Tenant Notice (as expressly provided hereindefined in, neither Seller nor and to the extent required under, the Mortgage Loan Agreement) 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 Leases shall be held in compliance with Legal Requirements and any provisions in Leases relating thereto. Borrower shall cause Property Owner and/or Master Tenant to, 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 letter of credit, bond or other instrument held by Property Owner or Mater Tenant in lieu of cash security shall name Mortgage Lender (or if the Mortgage Loan has been repaid in full, Lender) as payee or mortgagee thereunder or be fully assignable to Lender. Borrower hereby pledges to Lender each such letter of credit, bond or other instrument as security for the Indebtedness. Upon the occurrence of an Event of Default, Borrower shall cause Property Owner and/or Master Tenant to, upon Lender’s request, deposit with Mortgage Lender (or if the Mortgage Loan has been repaid in full, Lender) in an Eligible Account pledged to Mortgage Lender (or if the Mortgage Loan has been repaid in full, Lender) an amount equal to the aggregate security deposit of the Tenants (and any interest theretofore earned on such security deposits and actually received by Property Owner or Master Tenant), and any such letters of credit, bonds or other instruments that Property Owner or Master Tenant have 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, and shall cause Property Owner or Master Tenant to, promptly deliver to Lender a copy of each written notice from a Tenant under any Lease claiming that Property Owner or Master Tenant is in default in the performance or observance of any of the material terms, covenants or conditions thereof to be performed or observed by Property Manager, Illinois Manager Owner or Master Tenant. Borrower shall cause Property Owner and Riverside LLC shall enter into any new leases with respect Master Tenant to the Property (each, a “Proposed New Lease”), without Purchaser’s written approval, as provided below use commercially reasonable efforts to provide in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of any Proposed New each Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser does not approve any such Proposed New Lease, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration of the aforesaid five (5) Business Day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable executed after Closing with respect to any lease with respect to the Real Property executed between the date of this Agreement and the Closing Date to which Property Owner or Master Tenant is a party that any Tenant delivering any such notice shall send a copy of such notice directly to Lender. (f) Borrower shall cause Property Owner and Master Tenant to, cause the Properties to be paid operated, in all material respects, in accordance with the Master Lease. (g) Borrower shall cause Property Owner and Master Tenant to: (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by Purchaserit under the Master Lease and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any material default under the Master Lease of which it is aware; (iii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under the Master Lease; and (iv) enforce the performance and observance, in all material respects, of all of the covenants and agreements required to be performed and/or observed under the Master Lease, in a commercially reasonable manner.

Leases. Except as expressly provided hereinA. Without Lender’s prior written consent, Seller shallwhich may be granted or withheld in Lender’s sole discretion, Borrowers shall not enter into or modify, amend, supplement, terminate or cancel any Lease of all or any part of any Property. Any submission by Borrowers for Lender’s consent to a Lease or modification, amendment, supplement, termination or cancellation thereof shall be accompanied by a copy of such Lease or modification, amendment, supplement, termination or cancellation, a then-current Rent Roll for the applicable Property, year-to-date and prior year operating statements for the applicable Property and a cover letter requesting Lender’s consent which contains a signature line on which Lender may evidence Lender’s consent to such Lease or modification, amendment, supplement, termination or cancellation (collectively, the “Lease Approval Deliveries”). Each Lease, and each modification, amendment, supplement, termination or cancellation of any Lease, shall cause each of Property Managerbe in writing. Notwithstanding anything to the contrary in the Loan Documents, Illinois Manager and Riverside LLC to, refrain from amending any existing Lease without PurchaserLender’s written approvalconsent will not be required prior to entering into any new Safe Harbor Lease or any modification, amendment, or supplement thereof after the Closing Date (so long as provided belowsuch Lease remains a Safe Harbor Lease after giving effect to any such modification, amendment or supplement), provided that Purchaser shall have no ability Event of Default exists and Borrowers deliver a copy of each such Safe Harbor Lease to interfere Lender within ten (10) days after execution thereof together with the administration by SellerBorrowers’ written certification that such copy is a true, Property Manager, Illinois Manager or Riverside LLC of any existing Lease as required by the terms of such Lease. In addition, except as expressly provided herein, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall enter into any new leases with respect to the Property (each, a “Proposed New Lease”), without Purchaser’s written approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true correct and complete copy of such Safe Harbor Lease and that all of the conditions set forth in this sentence and in the definition of “Safe Harbor Lease” have been satisfied. B. Lender agrees that for any Proposed New proposed Lease that does not qualify as a Safe Harbor Lease, for which Borrower is required to obtain Lender’s consent thereto, Lender will attempt to respond within ten (10) Business Days, and Lender’s consent shall not be unreasonably withheld based upon market conditions. Borrower shall be permitted to submit a lease summary term sheet, for purposes of obtaining Lender’s approval, which sets out all of the economic terms of the proposed Lease, as well as any deviations from the Lease Form. Lender’s consent will be contingent on tenant signing the Lease Form. Lender will not be obligated to enter into any subordination, non-disturbance and attornment agreement (or similar agreement) for any tenant for which Seller or Property Manager, Illinois Manager or Riverside LLC desires Borrower is requesting Lender lease approval until such time as an executed Lease that complies with the provisions of this Agreement is delivered to have Riverside LLC enter and such financial information with respect Lender. If Lender has failed to respond to the written request for consent of a proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have Lease after five (5) Business Days from after its receipt of thereof, together with any additional information that Lender may reasonably require to evaluate such Proposed New Lease to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser does not approve any such Proposed New proposed Lease, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration of the aforesaid and Borrower has provided a subsequent five (5) Business Day periodDays written notice to Lender requesting consent, stating each notice marked with a legend in bold capital letters stating: LENDER SHALL BE DEEMED TO HAVE CONSENTED TO THE MATTER CONTAINED HEREIN IF IT FAILS TO RESPOND TO THIS REQUEST FOR CONSENT WITHIN 10/5 (as applicable) BUSINESS DAYS AFTER THE DATE HEREOF, then Lender shall be deemed to have consented to the same. C. With respect to each Lease, Borrowers: (a) shall neither do, nor neglect to do, anything that may cause or permit the termination of such Lease, or cause or permit the withholding or abatement of any rent payable under any such Lease; (i) shall observe and perform all of the obligations imposed upon Borrowers under such Lease and shall not do or permit to be done anything to impair the value of the Lease as security for the Secured Obligations; (ii) shall promptly send copies to Lender of all written notification notices of default that Borrowers shall send or receive under what conditionsany Lease; (iii) shall enforce all of the terms, covenants and conditions contained in the Lease upon the part of the lessee or any other party that is not Borrowers thereunder to be observed or performed and shall not effect a termination or diminution of the obligations of tenants under Lease; (iv) shall not collect any rent under any Lease more than one (1) month in advance (other than security deposits); (v) shall not execute any other assignment of Borrowers’ interest in the Leases or Revenue, except pursuant to the Security Documents; (vi) shall not alter, modify or change the terms of any guaranty of the Leases or cancel or terminate such guaranty without the prior written consent of Lender; and (vii) shall not consent to any assignment of or subletting under the Lease not in accordance with their terms, without the prior written consent of Lender. D. Borrowers shall deposit security deposits of tenants under Leases that are turned over to or for the benefit of Borrowers or otherwise collected by or on behalf of Borrowers, into an Eligible Account and in compliance with applicable Legal Requirements and shall not commingle such funds with any other funds of Borrowers. Any bond or other instrument that Borrowers are permitted to hold in lieu of cash security deposits under any applicable Legal Requirements shall be maintained in full force and effect unless replaced by cash deposits as hereinabove described, shall, if anypermitted pursuant to all applicable Legal Requirements, Purchasername Lender as payee or mortgagee thereunder (or at Lender’s approval would option, be forthcoming fully assignable to Lender) and Purchasershall, in all respects, comply with any applicable Legal Requirements and otherwise be reasonably satisfactory to Lender. Borrowers shall, upon request, provide Lender with evidence reasonably satisfactory to Lender of Borrowers’ compliance with the foregoing. Upon the occurrence and during the continuance of any Event of Default, Borrowers shall, upon Lender’s agreement written request, if permitted by any applicable Legal Requirements, turn over to approve Lender the security deposits (and, if required to be paid to any tenant pursuant to its Lease or applicable Legal Requirements, any interest theretofore earned thereon and not previously disbursed to such Proposed New tenant) then held with respect to all or any portion of any Property, to be held by Lender subject to the terms of the Leases. (i) Without limiting the generality of the foregoing, (a) Borrowers shall notify Lender in writing of any cancellation penalties, termination fees or other consideration payable to Borrowers in connection with any cancellation, termination or surrender of any Lease if (any such conditions penalties or fees are satisfied. All costs referred to herein as “Termination Fees”), which written notice shall be delivered to Lender not later than three (3) Business Days following receipt by Borrowers of written notice from the applicable tenant improvements under such Lease of the intention of such tenant to cancel, terminate or surrender such Lease, but in any event prior to the payment by the applicable tenant under such Lease of any such Termination Fees to such Borrower and (b) Lender may, but shall not be required to, (i) require that such Borrowers deposits such Termination Fees into a reserve held by Lender or Servicer pursuant to a tenant improvement and leasing commissions payable after Closing reserve agreement, which agreement shall be in form and substance reasonably satisfactory to Lender, and (ii) impose such restrictions and conditions on the timing and amount of disbursements of the Termination Fees from such reserve account as Lender may reasonably require, including, without limitation (x) requiring that (1) the space left vacant as a result of such cancellation, termination or surrender be relet to a tenant and under a Lease consented to by Lender unless such consent is either not required or deemed given in accordance with respect this Section 5.1.18 (any such Lease an “Approved Lease”), (2) the tenant under such Approved Lease is in occupancy of the portion of the Property demised pursuant to any lease such Approved Lease and is paying rent in accordance with respect such Approved Lease, (3) Borrowers provide to Lender a tenant estoppel certificate from the tenant under such Approved Lease in a form and in substance reasonably acceptable to Lender, and (4) Borrowers provide to Lender written evidence reasonably acceptable to Lender that all improvements to the Real applicable Property executed between required pursuant to such Approved Lease have been completed in accordance with such Approved Lease, and (y) limiting the amount of any such disbursement to the lesser of (1) the actual cost of re-tenanting such space and (2) the amount calculated by dividing the applicable Termination Fees by the total square feet of space vacated, then multiplying that result by the number of square feet of newly leased space under such Approved Lease. (ii) Subject to Section 5.1.18(E)(iii) below, (a) in the event that following the date that any such Termination Fee is paid, as of the date of determination, the Debt Service Coverage Ratio is less than 1.0 to 1.0, then Lender may apply an amount equal to the excess of (x) any Termination Fees over (y) the amount of such Termination Fees disbursed to Borrowers pursuant to Section 5.1.18(E)(ii) above (any such excess amount the “Excess Termination Fees”) to any regularly scheduled payment due and payable by Borrower under the Notes, this Agreement, the Mortgages or the other Loan Documents (including, without limitation, any monthly payment of principal and/or interest and any regularly scheduled reserve deposits) in such order and in such manner as determined by Lender; (b) following the date that any such Termination Fee is paid, as of the date of determination, (x) the Debt Service Coverage Ratio equals or exceeds 1.0 to 1.0 and (y) at least eighty-five percent (85%) of the rentable square feet of space available at all of the Properties is occupied by Leases approved (or deemed approved) by Lender pursuant to this Agreement or the Safe-Harbor Leases, then Lender shall disburse any Excess Termination Fees to Borrowers. (iii) If any Event of Default exists and is continuing, Lender may apply any Termination Fees to the Closing Date Secured Obligations in such order and in such manner as determined by Lender in Lender’s sole discretion. F. Borrowers shall be paid provide Lender with a Rent Roll on an annual basis, certified by PurchaserBorrowers to Lender as true, correct and complete. Without limiting the provisions of this Section 5.1.18, the Rent Roll shall include all Leases whether or not evidenced by written instruments.

Leases. Except as expressly provided herein, Seller shall(a) Borrower shall not enter into or amend any Lease without Lender's prior written consent, and shall cause furnish to Lender, upon execution, a complete and fully executed copy of each Lease. Borrower shall provide Lender with a copy of Property Managereach proposed Lease requiring the consent of Lender and with any information requested by Lender regarding the proposed Tenant thereunder. Lender may declare each Lease to be prior or subordinate to this Mortgage, Illinois Manager at Lender's option. (b) Borrower shall, at its cost and Riverside LLC toexpense, refrain from amending perform each obligation to be performed by the landlord under each Lease; not borrow against, pledge or further assign any existing Lease without Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability to interfere with rents or other payments due thereunder;not permit the administration by Seller, Property Manager, Illinois Manager or Riverside LLC prepayment of any existing rents or other payments due for more than thirty (30) days in advance; and not permit any Tenant to assign its Lease as or sublet the premises covered by its Lease, unless required to do so by the terms thereof and then only if such assignment does not work to relieve the Tenant of such any liability for performance of its obligations thereunder. (c) If any Tenant shall default under its Lease. In addition, except as expressly provided hereinBorrower shall, neither Seller nor any in the ordinary course of Property Managerbusiness, Illinois Manager and Riverside LLC shall enter into any new leases exercise sound business judgment with respect to such default, but may discount, compromise, forgive or waive claims or discharge the Property Tenant from its obligations under the Lease or terminate or accept a surrender of the Lease. (eachd) If Borrower fails to perform any obligations of Borrower under any Lease or if Lender becomes aware of or is notified by any Tenant of a failure on the part of Borrower to so perform, a “Proposed New Lease”)Lender may, without Purchaser’s written approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the same, which approval but shall not be unreasonably withheldobligated to, conditioned without waiving or delayed. In releasing Borrower from any obligation in this Agreement or any of the event that Purchaser does not approve other Loan Documents, remedy such failure, and Borrower agrees to repay upon demand all sums incurred by Lender in remedying any such Proposed New Leasefailure, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration of the aforesaid five (5) Business Day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing together with respect to any lease with respect to the Real Property executed between interest thereon from the date incurred at the Default Rate (as defined in the Note). (e) For purposes of this Agreement and Mortgage, the Closing Date following terms shall be paid by Purchaser.have the following meanings:

Leases. Except as expressly provided herein, Seller shall(i) The Property is not subject to any Leases other than the Master Lease, and shall cause the demised premises under the Master Lease constitute the entirety of the Land and the Improvements. The initial term of the Master Lease does not expire prior to the date that is the later to occur of the date that is (A) fifteen (15) years following the Must-Take Space (ii) With respect to each Lease (including, without limitation, the Master Lease, (A) Mortgage Borrower is the owner of landlord’s interest in such Lease, (B) other than with respect to Permitted Encumbrances, no Person has any possessory interest in the Property Manageror right to occupy the same except under and pursuant to the provisions of such Lease, Illinois Manager (C) such Lease is in full force and Riverside LLC toeffect, refrain the tenants thereunder have accepted possession of and are in occupancy of all of their respective demised premises (except, prior to the Substantial Completion Due Date, Building B), are open for business, and are paying (except, prior to the Master Lease Payment Outside Date, the Master Lease Payments in respect of Building B) full, unabated rent, and no tenant under such Lease has given Borrower or Mortgage Borrower any notice of its intent to terminate such Lease or vacate the leased premises (and Borrower has no knowledge that any such tenant intends to so terminate or vacate), (D) neither Borrower or Mortgage Borrower has received written notice from amending any existing tenant under such Lease without Purchaser’s written approvalclaiming that Mortgage Borrower (or any prior landlord) is in default thereunder, as provided belowand to the knowledge of Borrower there are no defaults under such Lease by any party thereto, provided that Purchaser shall have (E) no ability Revenue has been paid more than one (1) month in advance of its due date, (F) all work to interfere be performed by Mortgage Borrower (or any prior landlord) under such Lease (other than, with respect to the administration by SellerMaster Lease, Property Manager, Illinois Manager or Riverside LLC of any existing Lease the Required Improvements) has been performed as required and has been accepted by the applicable tenant, (G) any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Mortgage Borrower to any tenant has already been received by such tenant, (H) all security deposits are held by Mortgage Borrower in accordance with the terms of such Lease and applicable Legal Requirements, (I) no tenant under such Lease is a debtor in state or federal bankruptcy, insolvency, or similar proceeding, (J) other than Master Tenant under the Master Lease. In addition, no tenant under such Lease (or any sublease) is an Affiliate of Borrower or Mortgage Borrower, (K) except, in each case, in accordance with the express provisions of this Agreement, no tenant has assigned any interest in such 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 such tenant and its employees occupy such leased premises, (L) there are no brokerage fees or commissions due and payable in connection with such Lease, and no such fees or commissions will become due and payable in the future in connection with such Lease, including by reason of any extension of such Lease or expansion of the space leased thereunder, in each case except as expressly provided herein, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall enter into any new leases with respect has previously been disclosed to the Property (each, a “Proposed New Lease”), without Purchaser’s written approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser does not approve any such Proposed New Lease, Purchaser shall notify Seller, Lender in writing, of (M) no tenant under such disapproval prior Lease has a right or option pursuant to expiration such Lease or otherwise to purchase all or any part of the aforesaid five leased premises or the building of which the leased premises are a part, (5N) Business Day periodno tenant under such Lease has any right or option for additional space in the Improvements, stating in (O) other than as expressly permitted under the Master Lease, no hazardous wastes or toxic substances, as defined by applicable federal, state or local statutes, rules and regulations, have been disposed, stored or treated by any tenant under such written notification under what conditionsLease on or about the leased premises nor does Borrower have any knowledge of any tenant’s intention to use its leased premises for any activity which, if anydirectly or indirectly, Purchaser’s approval would be forthcoming involves the use, generation, treatment, storage, disposal or transportation of any petroleum product or any toxic or hazardous chemical, material, substance or waste, and Purchaser’s agreement to approve (P) such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect to (including any lease with respect to the Real Property executed between the date of this Agreement and the Closing Date shall be paid by Purchaser.renewal or expansion options)

Leases. Except (a) Without the prior written consent of Lender, Borrower shall not (i) enter into any Lease, (ii) modify, amend, renew, extend or terminate any Lease, (iii) accept any rental payment on a Lease for more than one month in advance of its due date, or (iv) enter into any ground lease of the Property. Borrower shall submit to Lender for review a copy of each proposed Lease, together with such other information as expressly provided hereinLender may request. At Lender’s request, Seller shall, and Borrower shall cause the tenant under any Lease to execute a subordination, non-disturbance and attornment agreement in form and substance satisfactory to Lender. Borrower shall provide Lender with a copy of a fully executed original of each Lease executed after the date hereof promptly following its execution. (b) Borrower will not suffer or permit any breach or default to occur in any of Property Managerthe obligations of the landlord under any of the Leases, Illinois Manager and Riverside LLC to, refrain from amending nor suffer or permit any existing Lease without Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability to interfere with the administration be terminated or cancelled by Seller, Property Manager, Illinois Manager or Riverside LLC reason of any existing Lease as failure of Borrower to perform any of the obligations of the landlord under any Lease. Borrower shall use reasonable efforts to notify Lender promptly in writing in the event a tenant commits a material default under a Lease. Borrower will not waive any rights under any of the Leases and will enforce the obligations of tenants under and guarantors of the Leases. (c) Borrower shall deliver to Lender all tenant security deposits, including letters of credit, which security deposits Lender shall hold subject to the terms of the Leases. Upon forfeiture of any security deposit, the amount thereof shall be paid to Lender for application to the Indebtedness. All lease termination payments or fees shall be paid to Lender for application to the Indebtedness. (d) Borrower shall pay for all tenant improvements required by the terms of such Lease. In addition, except as expressly provided herein, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall enter into any new leases with respect Leases to the Property (each, a “Proposed New Lease”), without Purchaser’s written approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires extent that the tenants under such Leases are not required to have Riverside LLC enter and pay for such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser does not approve any such Proposed New Lease, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration of the aforesaid five (5) Business Day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect to any lease with respect to the Real Property executed between the date of this Agreement and the Closing Date shall be paid by Purchaserimprovements.

Leases. Except as expressly provided herein, Seller shall, and shall cause each of Property Manager, Illinois Manager and Riverside LLC to, refrain from amending any existing Lease without Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability (a) Prior to interfere with the administration by Seller, Property Manager, Illinois Manager or Riverside LLC execution of any existing Lease as required by Leases of space in the terms of such Lease. In additionImprovements after the date hereof, except as expressly provided hereinBorrower shall submit to Lender, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall enter into any new leases with respect to the Property (each, a “Proposed New Lease”), without Purchaserfor Lender’s written prior approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned a copy of the form Lease Borrower plans to use in leasing space in the Improvements or delayedat the Property. In All such Leases of space in the event that Purchaser does Improvements or at the Property shall be on terms consistent with the terms for similar leases in the market area of the Premises, shall provide for free rent only if the same is consistent with prevailing market conditions, shall provide for market rents then prevailing in the market area of the Premises and substantially all of the Leases at the Property shall be for a term of not approve any such Proposed New Leaseless than twelve (12) months. Such Leases shall provide parental guaranties and may also provide for security deposits in reasonable amounts consistent with prevailing market conditions. Borrower shall also submit to Lender for Lender’s approval, Purchaser which approval shall notify Sellernot be unreasonably withheld, in writing, of such disapproval prior to expiration the execution thereof, any proposed Lease of the aforesaid five (5) Business Day periodImprovements or any portion thereof that differs materially and adversely from the aforementioned form Lease. Borrower shall not execute any Lease for all or a substantial portion of the Property, stating except for an actual occupancy by the Tenant, lessee or licensee thereunder, and shall at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect to any lease all Leases with respect to the Real Property, now or hereafter existing, on the part of the landlord, lessor or licensor thereunder to be kept and performed. Borrower shall furnish to Lender, within ten (10) days after a request by Lender to do so, but in any event by January I of each year, a current Rent Roll, certified by Borrower as being true and correct, containing the names of all Tenants with respect to the 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, if any. Upon the request of Lender, Borrower shall deliver to Lender a copy of each such Lease. Borrower shall not do or suffer to be done any act, 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 not further assign any such Lease or any such Rents and Profits. Borrower, at no cost or expense to Lender, 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 Borrower shall not anticipate, discount, release, waive, compromise or otherwise discharge any rent payable under any of the Leases except to the extent consistent with prudent collection practices. Notwithstanding the foregoing, at any time and from time to time, Lender shall be entitled to, and Borrower hereby grants to Lender the right to, undertake any and all action as may be required (in the sole discretion of Lender) to cure any default, or event which with the passage of time following any notice and cure period shall constitute a default by Borrower, under such Leases. Borrower shall not, without the prior written consent of Lender, 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 Property executed between is located. Borrower represents, warrants and covenants that no Rents have been anticipated, discounted, released, waived, compromised or otherwise discharged, except for prepayment of rent of not more than one (1) month prior to the accrual thereof, except for prepayments for up to thirty percent (30%) of the Leases at the Property consistent with sound and customary leasing practices for similar properties in the community in which the Property is located. (b) Upon the occurrence 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 Lender, Borrower shall surrender to Lender, and Lender shall be entitled to take actual possession of, the Property or any part thereof personally, or by its agent or attorneys. In such event, Lender shall have, and Borrower hereby gives and grants to Lender, the right, power and authority to make and enter into Leases with respect to the Property or portions thereof for such rents and for such periods of occupancy and upon conditions and provisions as Lender may deem desirable in its sole discretion, and Borrower expressly acknowledges and agrees that the term of any such Lease may extend beyond the date of this Agreement and any foreclosure sale of the Closing Date Property, it being the intention of Borrower that in such event Lender shall be deemed to be and shall be the attorney-in-fact of Borrower for the purpose of making and entering into Leases of parts or portions of the Property for the rents and upon the terms, conditions and provisions deemed desirable to Lender in its sole discretion and with like effect as if such Leases had been made by Borrower as the owner in fee simple of the Property free and clear of any conditions or limitations established by this Deed of Trust. The power and authority hereby given and granted by Borrower to Lender shall be deemed to be coupled with an interest, shall not be revocable by Borrower so long as any portion of the Debt is outstanding, shall survive the voluntary or involuntary dissolution of Borrower and shall not be affected by any disability or incapacity suffered by Borrower subsequent to the date hereof. In connection with any action taken by Lender pursuant to this Section, Lender shall not be liable for any loss sustained by Borrower resulting from any failure to let the Property, or any part thereof, or from any other act or omission of Lender in managing the Property, nor shall Lender be obligated to perform or discharge any obligation, duty or liability under any Lease covering the Property or any part thereof or under or by reason of this instrument or the exercise of rights or remedies hereunder. Borrower shall, and does hereby, indemnify Lender for, and hold Lender harmless from, any and all claims, actions, demands, liabilities, loss or damage which may or might be incurred by Lender 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 Lender 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 Lender. Should Lender 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 Lender until actually paid by PurchaserBorrower, shall be immediately due and payable to Lender by Borrower 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 Lender any duty, obligation or responsibility for the control, care, management or repair of the Property, or for the carrying out of any of the terms and conditions of any such Lease, nor shall it operate to make Lender responsible or liable for any waste committed on the Property by the Tenants or by any other parties or for any dangerous or defective condition of the Property, or for any negligence in the management, upkeep, repair or control of the Property. Borrower hereby assents to, ratifies and confirms any and all actions of Lender with respect to the Property taken under this Section.

Leases. Except as expressly provided herein, Seller shall, and shall cause each of Property Manager, Illinois Manager and Riverside LLC to, refrain from amending any existing Lease without Purchaser’s written approval, The Manufacturer authorizes Affiliated to operate a lease program as provided belowin this Agreement, provided pursuant to which Affiliated will offer to prospective customers of Manufacturer, lease agreements ("Leases") containing the Manufacturer's name and logo. It is agreed that, although Manufacturer's name and logo will appear on the Leases, Affiliated will be identified as the Lessor on all documents executed pursuant to this Agreement and that Purchaser Manufacturer shall have no ability ownership rights in or to interfere the Leases, related documents or Goods. At the time Affiliated enters into a lease with the administration by Sellercustomer, Property ManagerManufacturer and Affiliated will execute appropriate sale documentation, Illinois Manager or Riverside LLC wherein Manufacturer will transfer clear title to the Goods and provide its limited warranty to Affiliated. In exchange, Affiliated will pay Manufacturer in full for the Goods transferred. Manufacturer further agrees that all payments from Lessees made under the Leases shall be the property of Affiliated. Manufacturer further agrees that Affiliated shall have the first right of refusal on all lease proposals wherein a prospective Lessee requests a lease arrangement while this Agreement is in effect, provided, however, Affiliated agrees that if the prospective Lessee has a preference of leasing the Goods from a company other than Affiliated, then in that case, the proposed Lessee will be allowed to use his/her preferred leasing company. Affiliated shall be responsible for executing the Leases, billing and collecting payments from Lessees and taking any existing Lease as required by action including legal action necessary to enforce the terms of such Leasethe Leases. In addition, except as expressly provided herein, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall enter into any new leases with respect to the Property (each, a “Proposed New Lease”), without Purchaser’s written approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser does not approve any such Proposed New Lease, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration of the aforesaid five (5) Business Day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect to any lease with respect to the Real Property executed between the date For purposes of this Agreement Agreement, "Goods" means the personal property purchased by Affiliated hereunder, together with any accessories, attachments, parts and repairs now or hereafter incorporated in or affixed to or used in connection with such Goods. and includes Goods substituted for the Closing Date shall be paid by Purchaseroriginal Goods leased.

Leases. Except as expressly provided herein, Seller (a) All new Leases and Lease renewals entered into after the date hereof shall, and shall cause each regardless of Property Managerwhether Lender’s approval is required, Illinois Manager and Riverside LLC tounless otherwise consented to by Lender in writing in advance, refrain from amending any existing Lease without Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability to interfere with the administration by Seller, Property Manager, Illinois Manager or Riverside LLC of any existing Lease as required by the terms of such Lease. In addition, except as expressly provided herein, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall enter into any new leases with respect but subject to the Property (each, a “Proposed New Lease”), without Purchaser’s written approval, as provided provisions below in this Section 5.6.106.2, (i) be arm’s-length transactions on commercially reasonable terms; (ii) [Intentionally Omitted]; (iii) contain prevailing market rental rates and contain other terms and conditions consistent with customary and prudent leasing and management practices; (iv) be fully subordinated to this Deed of Trust and provide for attornment to Lender, if it becomes a successor landlord; and (v) not contain termination rights other than for landlord default, or major casualty or Taking. Seller Lender’s written consent shall furnish Purchaser with be required for each new Lease prior to its execution if the Lease is for space in excess of fifteen thousand (15,000) square feet or is for a true term exceeding ten (10) years (excluding any extensions and complete renewal options that are at market rent); provided, however, that consent shall be required in all instances if an Event of Default shall exist. If Lender’s consent is required hereunder, Borrower shall submit to Lender a copy of the proposed Lease or a reasonably detailed description of the economic terms to be incorporated in the Lease including, without limitation, the minimum rental per square foot, additional rental items, any Proposed New Lease into which Seller or Property Managerexpense stop, Illinois Manager or Riverside LLC desires to have Riverside LLC enter rental escalators, rent credits, abatements and such financial information with respect concessions, tenant finish allowances, security deposit amounts, term, renewal rights and options for additional space. Lender’s consent to the proposed tenant as Seller, Property Manager, Illinois Manager Lease or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the same, which approval economic terms shall not be unreasonably withheld, conditioned or delayed. In Promptly upon the event that Purchaser does not approve any execution of each Lease or renewal, Borrower shall deliver a copy thereof, together with all related documentation, to Lender. Notwithstanding anything to the contrary in this Deed of Trust, the following provisions shall apply: (1) Borrower may accept a surrender by Qwest of up to one-half (1/2) of Qwest’s tenant space as of the date hereof (such Proposed New surrendered space, the “Qwest Surrender Space”) provided the following requirements are all satisfied: (i) the Qwest Surrender Space is leased to XM as part of XM’s existing Lease (the “XM Lease”) or pursuant to a new Lease, Purchaser shall notify Seller(ii) the Qwest Surrender Space is leased to XM at a rent equal to at least the lesser of (a) the then-market rent for such space and (b) the rent that would otherwise be due and payable under the Qwest Lease for the Qwest Surrender Space if the Qwest Surrender Space had not been surrendered, (iii) any separate Lease with XM covering the Qwest Surrender Space (a “XM Additional Lease”) contains the same subordination, non-disturbance and attornment terms as are contained in that certain Subordination, Non-Disturbance and Attornment Agreement executed by Lender and XM on or about the date hereof or a new subordination, non-disturbance and attornment agreement containing such terms is executed by XM with respect to the XM Additional Lease, (iv) the terms of the XM Lease, as modified to add the Qwest Surrender Space, or of any XM Additional Lease, as applicable, are the same terms with respect to insurance, condemnation and casualty as are contained in the XM Lease prior to Qwest’s surrender of the Qwest Surrender Space, (v) all of the other terms of the XM Lease, as modified to add the Qwest Surrender Space, or of any XM Additional Lease, as applicable are not materially less favorable to Borrower than the terms of the XM Lease prior to adding of the Qwest Surrender Space and (vi) a fully-executed the modification of the XM Lease adding the Qwest Surrender Space or a fully-executed XM Additional Lease, whichever is applicable, is submitted to Lender at least twenty (20) Business Days prior to the effective date of the surrender by Qwest of the Qwest Surrender Space, together with a certification by an authorized officer of Borrower that all of the foregoing conditions are satisfied. (2) In addition to the rights of Borrower under item (1) above, (i) the Qwest Surrender Space may be partially leased to XM in accordance with the provisions of item (1) above and partially leased to one or more other tenants or (ii) the Qwest Surrender Space, after being leased to XM, may be surrendered by XM to Borrower and re-leased to one or more other tenants, provided that, in writingeither case, with respect to any Lease to other tenants of any portion of the Qwest Surrender Space, (a) the conditions of item (1) above are all satisfied (in the same manner as if the other tenant(s) are/were XM entering into an XM Additional Lease) and (b) Lender is reasonably satisfied with the creditworthiness of such disapproval prior other tenant(s). With respect to expiration any request for Lender’s consent under this Section 6.2, if Borrower submits a written request for consent with all information required under this Section 6.2 and with the following legend at the top of the aforesaid first page of such request in ALL-CAP typeface of at least 12 point size: “THE FOLLOWING IS A REQUEST FOR LENDER’S CONSENT PURSUANT TO SECTION 6.2 OF THAT CERTAIN DEED OF TRUST BETWEEN XM 1500 ECKINGTON LLC AND ▇▇▇▇▇▇▇ ▇▇▇▇▇ MORTGAGE LENDING, INC. DATED AUGUST , 2004 WITH RESPECT TO 1500 ECKINGTON IN WASHINGTON, D.C. FAILURE OF LENDER TO RESPOND TO THIS REQUEST FOR CONSENT WITHIN TEN (10) BUSINESS DAYS OF THE EFFECTIVE DATE OF THIS REQUEST SHALL, SUBJECT TO THE TERMS OF THE DEED OF TRUST, CAUSE SUCH CONSENT TO BE DEEMED GRANTED BY LENDER.” and if Lender fails to grant or deny its consent to the submitted request within five (5) Business Day periodDays of the date such request is deemed effective under the notice provisions of Section 15.1(b) below and if Borrower then sends to Lender an additional request for consent, stating which additional request for consent contains the following legend at the top of the first page of such request in ALL-CAP typeface of at least 12 point size: “THE FOLLOWING IS A SECOND REQUEST FOR LENDER’S CONSENT PURSUANT TO SECTION 6.2 OF THAT CERTAIN DEED OF TRUST BETWEEN XM 1500 ECKINGTON LLC AND ▇▇▇▇▇▇▇ ▇▇▇▇▇ MORTGAGE LENDING, INC. DATED AUGUST , 2004 WITH RESPECT TO 1500 ECKINGTON IN WASHINGTON, D.C. FAILURE OF LENDER TO RESPOND TO THIS REQUEST FOR CONSENT WITHIN FIVE (5) BUSINESS DAYS OF THE EFFECTIVE DATE OF THIS REQUEST SHALL, SUBJECT TO THE TERMS OF THE DEED OF TRUST, CAUSE SUCH CONSENT TO BE DEEMED GRANTED BY LENDER.” and if Lender fails to grant or deny its consent to the second request within five (5) Business Days of the date such written notification under what conditionssecond notice is deemed effective pursuant to the notice provisions of Section 15.1(b) below, if anythen such request shall be deemed to have been consented to by Lender (provided, Purchaser’s approval would be forthcoming however, such deemed consent shall only apply to the specific item described in the submitted request upon the exact terms set forth in the submitted request, and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect shall not apply to any lease modified terms or to other actions requiring Lender’s consent under this Section 6.2, this Deed of Trust or the other Loan Documents). (b) Borrower shall observe and perform all the obligations imposed upon the lessor under the Leases and pursuant to applicable Legal Requirements. Borrower shall not, without the prior written consent of Lender: (i) accept Rents (exclusive of security deposits) for more than one month in advance, (ii) [Intentionally Omitted]; (iii) amend or modify any Lease, except as permitted under this Section 6.2; (iv) enter into any Lease not in conformity with Section 6.2 (a); (v) take or omit to take any action or exercise any right or option which would permit the tenant under any Lease to cancel or terminate said Lease or accept the surrender or assignment of any Lease; (vi) take action to permit any Lease to become subordinate to any Lien other than the lien of this Deed of Trust; (vii) further pledge, transfer, mortgage or otherwise encumber or assign the Leases or future payments of Rents except if expressly permitted by this Deed of Trust; (viii) cancel or terminate any Lease (other than for non-payment of rent or any other material default thereunder); or (ix) discount, release, waive, compromise or otherwise discharge any Rents payable or other obligations under the Leases. However, Borrower may take any of the actions described in subsections (viii) and (ix) so long as such actions are taken by Borrower in the ordinary course of business and are consistent with sound customary leasing and management practices for similar properties and prompt notice thereof is given to Lender. (c) During the existence of an Event of Default, whether before or after the whole principal sum secured hereby is declared to be immediately due or whether before or after the institution of any sale by Trustee of the Property or any portion thereof by Trustee pursuant to the power of sale provided herein, Lender shall have, and Borrower hereby gives and grants to Lender, the right, power and authority to make and enter into Leases with respect to the Real Property executed between for such rents and for such periods of occupancy and upon such other terms and conditions as Lender determines in its sole discretion with like effect as if such Leases had been made by Borrower as the date owner in fee simple of the Property free and clear of any conditions or limitations established by this Agreement Deed of Trust. Borrower expressly acknowledges and agrees that the Closing term of each such Lease may extend beyond the Maturity Date of the Loan or any sale by Trustee of the Property. In furtherance of the rights granted Lender under Section 6.1 (d) hereof and this Section 6.2 (c), Borrower hereby irrevocably appoints Lender, Trustee and any receiver of the Property as the attorneys-in-fact of Borrower coupled with an interest. In connection with any action taken by Lender, Trustee or any receiver of the Property pursuant to this Article, Lender, Trustee or any receiver of the Property shall not be liable for any loss sustained by Borrower resulting from any failure to let the Property, or from any other act or omission of Lender, Trustee or any receiver of the Property in managing the Property, nor shall Lender, Trustee or any receiver of the Property be obligated to perform or discharge any obligation, duty or liability under any Lease. (d) All security deposits of lessees, whether held in cash or any other form, shall be paid treated by PurchaserBorrower as trust funds, shall not be commingled with any other funds of Borrower and, if cash, shall be deposited by Borrower at a bank or other financial institution reasonably satisfactory to Lender. Any bond or other instrument which Borrower is permitted to hold in lieu of cash security deposits under applicable Legal Requirements shall be maintained in full force and effect unless replaced by cash deposits as hereinabove described and shall be issued by a financial institution reasonably satisfactory to Lender. The bond or other instrument shall, if permitted pursuant to Legal Requirements, at Lender’s option, name Lender as payee or beneficiary thereunder or be fully assignable to Lender and shall otherwise be reasonably satisfactory to Lender. (e) If requested by Borrower in writing, provided no Event of Default exists and no default exists under the applicable Lease, at Borrower’s sole cost and expense (which shall include, without limitation, reasonable attorney’s fees and costs of Lender), Lender shall execute a subordination, non-disturbance and attornment agreement on Lender’s form or on a form otherwise reasonably satisfactory to Lender in both form and substance for any tenant of the Property.

Leases. Except (a) The Beneficiary shall have the right to approve any Lease executed after the date of this Deed of Trust as expressly provided hereinto form, Seller content and financial strength of the tenant. All such Leases shall, at the Beneficiary's option, include subordination provisions acceptable to the Beneficiary in its sole and shall cause each absolute discretion. The Beneficiary agrees that it will provide all tenants under Leases which have terms (including any renewal options) of Property Managertwenty four (24) months or less and all tenants under Leases approved by the Beneficiary in its sole, Illinois Manager and Riverside LLC tobut reasonable discretion, refrain from amending any existing Lease without Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability to interfere with the administration by SellerBeneficiary's customary subordination, Property Managerattornment and non-disturbance agreement. At any time, Illinois Manager or Riverside LLC within thirty (30) days after Notice from the Beneficiary, the Borrower will deliver to the Beneficiary a written description in such reasonable detail as the Beneficiary may request of any existing Lease as required by all of the Leases, including, without limitation, the names of all tenants, the terms of all Leases and the Rents payable under all Leases, and, on demand, the Borrower will furnish to the Beneficiary fully executed copies of any Leases and such Leasesubordination and attornment agreements as the Beneficiary may request. In addition, except as expressly provided herein, neither Seller nor If any Lease provides for the giving by the tenant of Property Manager, Illinois Manager and Riverside LLC shall enter into any new leases certificates with respect to the Property status of such Lease, the Borrower shall exercise its right to require such certificate within ten (each10) days after any request by the Beneficiary. Within thirty (30) days after any request by the Beneficiary, a “Proposed New Lease”)the Borrower will notify all tenants under existing Leases, without Purchaser’s written approvaland agrees to thereafter notify all tenants under future Leases, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true that (i) the Borrower collects and complete copy of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect receives all Rents pursuant to the proposed license granted to it hereunder, and (ii) upon Notice from the Beneficiary that such license has been revoked, the tenant as Seller(including, Property Manager, Illinois Manager or Riverside LLC may have in their possessionbut not limited to the Affiliate) shall pay all unpaid Rent directly to the Beneficiary. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove After the same, which approval shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser does not approve any such Proposed New Lease, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration completion of the aforesaid five (5) Business Day periodImprovements, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect to any lease with respect to the Real Property executed between the date of this Agreement and the Closing Date shall be paid by Purchaser.Borrower may assign its interest

Leases. Except as expressly provided herein(i) All Leases and all renewals of Leases executed after the date hereof shall (A) provide for rental rates comparable to existing local market rates for similar properties, Seller shall(B) be on commercially reasonable terms, (C) provide that such Lease is subordinate to the Deed of Trust, that the lessee will attorn to Lender and shall cause each of Property Manager, Illinois Manager and Riverside LLC to, refrain from amending any existing Lease without Purchaser’s written approval, as provided belowpurchaser at a foreclosure sale, provided that Purchaser shall have no ability Lender or purchaser at a foreclosure sale agrees to interfere with the administration by Seller, Property Manager, Illinois Manager or Riverside LLC non-disturbance of such Lease so long as the tenant thereto pays all rents and other charges as specified in such Lease and is not otherwise in default (beyond applicable notice and cure periods) of any existing Lease as required by the terms of such Lease. In addition, except as expressly provided herein, neither Seller nor any of Property Manager, Illinois Manager its obligations and Riverside LLC shall enter into any new leases with respect covenants pursuant to the Property Lease, and (eachD) not contain any terms which would materially adversely affect Lender’s rights under the Loan Documents. All Leases over 10,000 square feet (“Major Leases”) and all other Leases and all renewals, a “Proposed New Lease”), without Purchaseramendments and modifications thereof executed after the date hereof shall be subject to Lender’s written prior approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned withheld or delayed. In the event that Purchaser does not approve connection with any such Proposed New renewal, amendment or modification executed after to any Major Lease or Lease, Purchaser Borrower shall notify Sellersubmit to Lender a term sheet (the “Term Sheet”) identifying the proposed tenant, in writingthe proposed leased space, term, rent, tenant options, free rent periods, tenant improvement allowances, and other tenant concessions, and all other material economic terms of such disapproval prior proposed lease, together with all information and materials regarding the financial status, creditworthiness, and reputation of such proposed tenant, and any other information regarding the proposed lease and tenant as Lender shall reasonably request. If such Lease is not a Qualified Lease (a “Non-Qualified Lease”) pursuant to expiration this Section 8(r), Lender shall either approve or disapprove such proposed lease within five (5) Business Days after delivery to Lender of the aforesaid Term Sheet together with all other materials required to be delivered to Lender hereunder or requested by Lender. If Lender fails to approve or reject the proposed Non-Qualified Lease within such five (5) Business Day period, such proposed lease shall be deemed approved by Lender, provided the Term Sheet was delivered to Lender accompanied by a notice stating in bold face type: “THIS IS A REQUEST FOR LEASE APPROVAL. IF LENDER FAILS TO RESPOND WITHIN FIVE (5) BUSINESS DAYS, THE LEASE WILL BE DEEMED APPROVED.” If Lender approves (or is deemed to have approved) a Term Sheet, Borrower may thereafter execute a lease with such proposed tenant provided that (i) such lease is upon the terms set forth in the Term Sheet in all material respects, and (ii) such lease is on the standard lease form approved by Lender with no material adverse modifications (except as approved by Lender). Such lease form shall provide that the tenant shall attorn to Lender, and that any cancellation, surrender, or amendment of such lease without the prior written notification under what conditionsconsent of Lender shall be voidable by Lender. Notwithstanding anything to the contrary contained in the Loan Documents, if any, PurchaserLender’s approval would shall not be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing required with respect to any proposed future Leases or Lease extensions or amendments (each, a “Qualified Lease”) if the following conditions are satisfied: (1) there exists no Event of Default; (2) the lease is on the standard lease form approved by Lender with no material adverse modifications; (3) the lease does not conflict with any restrictive covenant affecting the Property or any other lease for space in the Property; (4) the leased premises, when combined with all other space in the Property leased to the same tenant or any Affiliate thereof, is less than 5,000 rentable square feet, (5) loan disbursements for leasing costs for such lease shall not exceed $500,000, (6) the tenant under such lease is not an Affiliate of Borrower and such lease is on terms which are arm’s-length and commercially reasonable given then-current market conditions, and (7) Borrower delivers to Lender within five (5) Business Days after its execution of such lease (i) a fully executed copy of such lease (as amended) certified by Borrower as true and complete, and (ii) a certificate of Borrower certifying that the lease (as amended) satisfies all of the conditions of this Section 8(r) to qualify as a Qualified Lease. (ii) 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 the lessee thereunder to be observed or performed in a commercially reasonable manner, provided, however, Borrower shall not terminate or accept a surrender of a Major Lease without Lender’s prior approval; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any assignment of lessor’s interest in the Leases or the rents (except as contemplated by the Loan Documents); (v) shall not, without the prior written consent of Lender, 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 lessee or increase the obligations of lessor; and (vi) shall hold all security deposits under all Leases in accordance with Legal Requirements. Upon request, Borrower shall furnish Lender with executed copies of all Leases. (iii) 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 covenants and agrees that all tenants, except for PRC, at the Property as of the date hereof are in physical occupancy of the premises demised under their Leases, are paying full rent under their Leases, and have not exercised any right to “go dark” that they may have under the provisions of their Leases. Borrower further agrees to provide Lender with written notice of a tenant “going dark” under such 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. (iv) Borrower shall notify Lender in writing, within two (2) Business Days following receipt thereof, of Borrower’s receipt of any early termination fee or payment or other termination fee or payment paid by any tenant under any Lease, and Borrower further covenants and agrees that Borrower shall hold any such termination fee or payment in trust for the benefit of Lender and that any use of such termination fee or payment shall be subject in all respects to Lender’s prior written consent in Lender’s sole discretion (which consent may include, without limitation, a requirement by Lender that such termination fee or payment be placed in reserve with Lender to be disbursed by Lender for tenant improvement and leasing commission costs with respect to the Real Property executed between and/or for payment of the date of this Agreement and Debt or otherwise in connection with the Closing Date shall be paid Loan evidenced by Purchaserthe Note and/or the Property, as so determined by Lender).

Leases. (a) Except as expressly otherwise provided hereinin this Section 7.1.32, Seller Borrower shall not, and shall cause the Borrowing Base Entities not to, enter into any Lease with a Tenant (a “New Lease”) or, to the extent the same would cause a Material Adverse Effect, consent to the assignment of, modify or terminate any Lease, without the prior written consent of Administrative Agent which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing sentence, provided no Event of Default shall have occurred, Borrower and a Borrowing Base Entity may, in the ordinary course of business, enter into a New Lease, without Administrative Agent’s prior written consent, that satisfies each of the following conditions: (i) such New Lease contains material economic terms that are at least equal to the then prevailing market rate for similar properties in such location for the entire term of such New Lease and (ii) with respect to each Borrowing Base Property, after giving effect to any New Lease, the amount of aggregate leased square footage at such Borrowing Base Property shall not exceed the amount of aggregate leased square footage at such Borrowing Base Property as of the Closing Date, as such amount is set forth on Schedule XV (such limitation for each Borrowing Base Property, the “Leasing Threshold”). (b) Upon the execution of any New Lease Borrower shall deliver to Administrative Agent an executed copy of the New Lease. (c) Borrower shall, and shall cause each of Property Manager, Illinois Manager and Riverside LLC Borrowing Base Entity to, refrain (i) promptly perform and observe all of the material terms, covenants and conditions required to be performed and observed by Borrower and such Borrowing Base Entities under the Leases and the REAs, if the failure to perform or observe the same would have a Material Adverse Effect and (ii) exercise, within ten (10) Business Days after a written request by Administrative Agent, any right to request from amending the Tenant under any existing Lease without Purchaser’s written approvalLease, as provided below, provided that Purchaser shall have no ability or the party to interfere with the administration by Seller, Property Manager, Illinois Manager or Riverside LLC of any existing Lease as required by the terms of such Lease. In addition, except as expressly provided herein, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall enter into any new leases REAs a certificate with respect to the Property status thereof. (each, a “Proposed d) All New Lease”), without Purchaser’s written approval, as provided below in this Section 5.6.10. Seller Leases entered into by Borrower and any Borrowing Base Entities after the Closing Date shall furnish Purchaser with a true by their express terms be subject and complete copy of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires subordinate to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser does not approve any such Proposed New Lease, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration of the aforesaid five (5) Business Day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect to any lease with respect to the Real Property executed between the date of this Agreement and the First Lien Mortgages (through a subordination provision contained in such Lease or otherwise) and shall provide that if Administrative Agent agrees to a Non-Disturbance Agreement pursuant to Section 7.1.32(f), the Person holding any rights thereunder shall attorn to Administrative Agent or any other Person succeeding to the interests of Administrative Agent upon the exercise of its remedies hereunder or any transfer in lieu thereof on the terms set forth in this Section 7.1.32. (e) Each New Lease entered into from and after the Closing Date shall provide that in the event of the enforcement by Administrative Agent of any remedy under this Agreement or the First Lien Mortgages, if Administrative Agent agrees to a Non-Disturbance Agreement pursuant to Section 7.1.32(f), the Tenant under such Lease shall, at the option of Administrative Agent or of any other Person succeeding to the interest of Administrative Agent as a result of such enforcement, attorn to Administrative Agent or to such Person and shall recognize Administrative Agent or such successor in the interest as lessor under such Lease without change in the provisions thereof; provided, however, Administrative Agent or such successor in interest shall not be liable for or bound by (i) any payment of an installment of rent or additional rent made more than thirty (30) days before the due date of such installment, (ii) any act or omission of or default by Borrower or the applicable Borrowing Base Entity under any such Lease (but the Administrative Agent, or such successor, shall be subject to the continuing obligations of the landlord to the extent arising from and after such succession to the extent of Administrative Agent’s, or such successor’s, interest in the Borrowing Base Property), (iii) any credits, claims, setoffs or defenses which any Tenant may have against Borrower or the applicable Borrowing Base Entity, (iv) any obligation under such Lease to maintain a fitness facility at the Borrowing Base Property, (v) any obligation on Borrower’s or the applicable Borrowing Base Entity’s part, pursuant to such Lease, to perform any tenant improvement work or (vi) any obligation on Borrower’s or the applicable Borrowing Base Entity’s part, pursuant to such Lease, to pay any sum of money to any Tenant. Each such New Lease shall also provide that, upon the reasonable request by Administrative Agent or such successor in interest, the Tenant shall execute and deliver an instrument or instruments confirming such attornment. (f) Administrative Agent on behalf of the Lenders shall enter into, and, if required by applicable law to provide constructive notice or requested by a Tenant, record in the county where the subject Property is located, a subordination, attornment and non-disturbance agreement, substance substantially similar to the form attached to this Agreement as Exhibit J (a “Non-Disturbance Agreement”), with any Tenant (other than an Affiliate of Borrower or a Borrowing Base Entity) entering into a Lease permitted hereunder or otherwise consented to by Lender within ten (10) Business Days after written request therefor by Borrower, provided that such request is accompanied by an officer’s certificate stating that such Lease complies in all material respects with this Section 7.1.32. All reasonable third party costs and expenses incurred by Administrative Agent in connection with the negotiation, preparation, execution and delivery of any Non-Disturbance Agreement, including, without limitation, reasonable attorneys’ fees and disbursements, shall be paid by PurchaserBorrower (in advance, if requested by Lender).

Leases. Except as expressly provided herein(a) All Leases and all renewals of Leases executed after the date hereof shall (i) provide for rental rates comparable to existing local market rates for similar properties, Seller shall(ii) be on commercially reasonable terms, and shall cause each of Property Manager, Illinois Manager and Riverside LLC to, refrain from amending any existing (iii) provide that such Lease without Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability to interfere with the administration by Seller, Property Manager, Illinois Manager or Riverside LLC of any existing Lease as required by the terms of such Lease. In addition, except as expressly provided herein, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall enter into any new leases with respect is subordinate to the Property Mortgage and that the lessee will attorn to Lender and any purchaser at a foreclosure sale and (eachiv) not contain any terms which would materially adversely affect Lender’s rights under the Loan Documents. All Major Leases and all renewals, a “Proposed New Lease”), without Purchaseramendments and modifications thereof executed after the date hereof shall be subject to Lender’s written prior approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned withheld or delayed. Lender shall execute and deliver a Subordination Non-Disturbance and Attornment Agreement in the form annexed as Schedule IV to Tenants under future Major Leases approved by Lender promptly upon request with such commercially reasonable changes as may be requested by Tenants, from time to time, and which are reasonably acceptable to Lender. (b) 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 the lessee thereunder to be observed or performed in a commercially reasonable manner, provided, however, Borrower shall not terminate or accept a surrender of a Major Lease without Lender’s prior approval; (iii) shall not collect any of the Rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any assignment of lessor’s interest in the 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 or payment date for rent, change the expiration date, grant any option for additional space or term, materially reduce the obligations of the lessee or increase the obligations of lessor; and (vi) shall hold all security deposits under all Leases in accordance with Legal Requirements. Upon request, Borrower shall furnish Lender with executed copies of all Leases. (c) 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 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 writing, within two (2) Business Days following receipt thereof, of Borrower’s receipt of any early termination fee or payment or other termination fee or payment paid by any Tenant under any Lease with a monthly rental in excess of $10,000, and Borrower further covenants and agrees that Borrower shall hold any such termination fee or payment in trust for the benefit of Lender and that any use of such termination fee or payment shall be subject in all respects to Lender’s prior written consent in Lender’s sole discretion (which consent may include, without limitation, a requirement by Lender that such termination fee or payment be placed in reserve with Lender to be disbursed by Lender for tenant improvement and leasing commission costs with respect to the Property and/or for payment of the Debt or otherwise in connection with the Loan evidenced by the Note and/or the Property, as so determined by Lender). (e) Notwithstanding anything to the contrary contained herein, to the extent Lender’s prior approval is required for (i) any leasing matters set forth in this Section 4.1.9 or (ii) any alterations set forth in Section 4.1.10 herein, 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 (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 request must be marked “PRIORITY”. In the event that Purchaser does not approve any Lender fails to respond to the leasing or alterations matter in question within such Proposed New Leasetime, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration of the aforesaid five (5) Business Day period, stating in such written notification under what conditions, if any, PurchaserLender’s approval would shall be forthcoming deemed given for all purposes. Borrower shall provide Lender with such information and Purchaserdocumentation as may be reasonably required by Lender, including, without limitation, lease or construction comparables and other market information as reasonably required by Lender. (f) Any Lender’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing fees charged in connection with any Lender approval rights with respect to any lease with respect to the Real Property executed between the date of this Agreement and the Closing Date a Major Lease shall be paid by Purchaserreasonable.

Leases. Except as expressly provided herein, Seller shallshall use its reasonable efforts to obtain the consent of any lessor or third party required to assign to Purchaser any of the Leases, and shall cause each of Property Manager, Illinois Manager and Riverside LLC to, refrain from amending any existing Lease without Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability to interfere with obtain the administration by Seller, Property Manager, Illinois Manager or Riverside LLC full release of any existing and all obligations of Seller pursuant to any of the Leases, listed on Schedule 3.7; provided, however, that Seller shall not be obligated to incur any monetary obligations or expenditures in connection with such efforts. Purchaser may by written notice to Seller prior to the Closing exclude from Schedule 3.7 any Lease as required that is not assignable by its terms, or that requires the terms consent of a third party in order for such lease to be assigned to Purchaser, if, in each case, consent has not been obtained prior to the Closing. Seller may, by written notice to Purchaser, exclude from Schedule 3.7 any Lease for which it is unable to obtain both such consent and a full release of obligations of Seller under such Lease. In additionthe event a Lease is excluded from Schedule 3.7 pursuant to this Section 5. 10, except as expressly provided herein, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC Purchaser shall enter into any new leases a sublease with Seller or, at Seller's option, a service corporation subsidiary of Seller, with respect to such Branch which shall be for the Property same rent and current term (each, a “Proposed New Lease”), without Purchaser’s written approval, excluding renewal options) as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of any Proposed New the existing Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and for such financial information with respect to the proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned or delayedBranch. In the event that Purchaser does not approve the Lease would prohibit any such Proposed New Leasesublease without the lessor's consent, and Seller fails or elects not to obtain such consent, the Branch shall be treated as an Excluded Branch as contemplated in Section 8. 1. Seller shall assign to Purchaser any Seller Leases relating to the Branch Real Estate. Purchaser shall notify assume the obligations of Seller under such Seller Leases; provided, however, that Seller shall obtain the consent of ▇▇▇▇▇ ▇▇▇▇▇▇▇ Inc. ("Piper"), an affiliate of Seller, in writingto terminate the Seller Lease at, of such disapproval prior and to expiration vacate the premises at, the Lawrence, Kansas branch office within 12 months of the aforesaid five (5) Business Day periodClosing, stating in and Purchaser shall assume such written notification under what conditions, if any, Purchaser’s approval would be forthcoming Seller Lease and Purchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect to any lease with respect to cancel the Real Property executed between the date of this Agreement and the Closing Date shall be paid same upon termination by PurchaserPiper without penalty.