Common use of Leases Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Leases. The rent roll attached hereto as Schedule 3 together with the schedules and the exhibits attached to such rent roll (acollectively, the “Rent Roll”) Grantor will is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll and those additional Leases (if any) on Schedule 2 attached hereto and any existing subleases thereunder. No Person has any possessory interest in the Property or right to occupy the same except under and pursuant to the provisions of the Leases (and any existing subleases thereunder). As of the date hereof (i) execute an assignment Borrower is the owner and holder of the rents or any part thereof from the Premises without Beneficiary's prior consent, landlord’s interest under each Lease; (ii) there are no prior assignments of the landlord’s interest by Borrower (and to Borrower’s knowledge any prior landlord) in any Lease or any portion of Rents which are presently outstanding and have priority over the Assignment of Leases and Rents; (iii) true and correct copies of the Leases have been delivered by Borrower to Lender or made available to Lender and, the Leases have not been further modified or amended, except where as disclosed to Lender in writing on or prior to the lessee date hereof; (iv) each Lease is in full force and effect; (v) except as disclosed on the Rent Roll or in any tenant estoppels delivered to Lender in connection with the Loan and which are dated within 60 days of the date hereof (collectively, the “Tenant Estoppels”), neither Borrower nor, to Borrower’s knowledge, any tenant under any Lease is in default thereunder, terminate or consent to the cancellation or surrender of under any lease of the Premises material terms, covenants or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that provisions of the lessee whose lease was cancelledLease, on substantially the same terms and, except as the terminated disclosed to Lender in writing or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount Tenant Estoppels, Borrower knows of the rents payable thereunder or materially expand the obligations of the lessor thereunderno event which, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security but for the performance passage of time or the lessees thereundergiving of notice or both, (v) modify, release or terminate would constitute an event of default under any guaranties of any such lease or Lease; (vi) except as expressly set forth in the Leases, the Tenant Estoppels or on the Rent Roll, there are no offsets or defenses to the payment of any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises Rents; and (vii) except as disclosed on the Rent Roll or in any Tenant Estoppel, all Rents due and payable under each Lease have been paid in full and, except for actual occupancy estimated payments of operating expenses and taxes made by the lessee thereunder or its property managertenants in accordance with their Leases, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for no Rents have been paid more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification advance of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentdue dates thereof.

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

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

Leases. To Borrower’s knowledge and to Operating Lessee’s knowledge, the Properties are not subject to any Leases other than (a) Grantor will not the Leases described in Schedule XIV attached hereto and made a part hereof and (b) Leases of less than 5,000 square feet. Operating Lessee is the owner and lessor of landlord’s interest in the Leases. To Borrower’s knowledge and to Operating Lessee’s knowledge (i) execute an assignment with the exception of hotel guests, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the rents or any part thereof from the Premises without Beneficiary's prior consentLeases, (ii) except where the lessee is current Leases are in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled leasefull force and effect, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, no Rent (ivincluding security deposits) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for has been paid more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee advance of its obligations due date and (iv) all work to be performed by Borrower and Operating Lessee under said lease each Lease has been performed as required and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower and/or Operating Lessee to any tenant has already been received by such tenant. To Borrower’s knowledge and to Operating Lessee’s knowledge (iiA) except for those tenants listed in Schedule XIV, no tenant under any amendment Lease has a right or modification option pursuant to such Lease or otherwise to purchase all or any part of the lease made without leased premises or the consent building of Beneficiary which the leased premises are a part and (B) no Hazardous Substances have been disposed, stored or such successor in interest. Each lease shall also provide thattreated by any tenant under any Lease on or about the leased premises nor does Borrower or Operating Lessee have any knowledge of any tenant’s intention to use its leased premises for any activity which, upon request by said successor in interestdirectly or indirectly, such lessee shall execute and deliver an instrument involves the use, generation, treatment, storage, disposal or instruments confirming such attornmenttransportation of any petroleum product or any toxic or hazardous chemical, material, substance or waste.

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

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

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

Leases. (a) Grantor will not (i) execute an assignment of the rents Mortgagor hereby represents that there are no leases, subleases or agreements to lease all or any part of Mortgaged Property now in effect except as set forth on Exhibit "B" hereto incorporated herein by this reference and made a part hereof. Mortgagor agrees not to enter into any leases or agreements to lease all or any part of the Mortgaged Property without the prior written consent of Lender. (b) Mortgagor hereby assigns to Lender and grants Lender a lien on and security interest in and to all present and future leases and all of Mortgagor's right to receive payments under any existing and future leases of the Mortgaged Property or any portion thereof including the rents, receipts, issues, profits and other income of any and all kinds (including deposits) received or receivable by Mortgagor due or to become due from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate sale or consent to the cancellation or surrender lease of any property, goods or materials or from the rendering of services of any nature including, without limitation the occupancy, license, rental or lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the operation of any income facility on Mortgaged Property, as further security hereof. for the payment of the Obligations. Mortgagor grants to Lender the right to enter upon and take possession of the Mortgaged Property for the purpose of collecting the same and to let or relet the Mortgaged Property or any part thereof, and to apply the rents, issues, receipts, profits and other income of any and all kinds (bincluding deposits) Grantor will not execute or any other amounts received or receivable by Mortgagor, due or to become due from the sale or lease of all any property, goods or a substantial portion materials or from the rendering of services of any nature including, without limitation, the Premises except for actual occupancy by the lessee thereunder occupancy, license, rental or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all lease of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the any part of the lessor thereunder to be kept Mortgaged Property or the operation of any income facility on the Mortgaged Property, or after payment of all necessary charges and expenses, on account of the Obligations. This assignment and grant shall continue in effect until all the Obligations are paid and performed in full. Notwithstanding the foregoing, so long as no Event of Default has occurred, Mortgagor is authorized to collect and will at all times do all things reasonably necessary receive said rents, receipts, issues, profits and other income which authorization shall cease immediately upon the occurrence of the Event of Default. Mortgagor agrees to compel performance by use such rents, receipts, issues, profits and other income in payment of the lessee under each lease Obligations and in payment of all obligationstaxes, covenants assessments, sewer and agreements by such lessee to be performed thereunderwater rents, and carrying charges coming due against the Mortgaged Property. If any of such leases provide for the giving by the lessee of certificates with respect Even prior to the status occurrence of such leasesan Event of Default, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In Mortgagor will not, without the event written consent of the enforcement by Trustee Lender, receive or Beneficiary collect rent or other amounts from any tenant of the remedies provided Mortgaged Property or any part thereof for hereby or by law, the lessee under each a period of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.

Leases. No Borrower shall, without the Administrative Agent’s prior written consent (asuch consent not to be unreasonably withheld), enter into any lease for space in the applicable Project if such lease is a Material Lease. All Leases for space at the Project (including Material Leases) Grantor will not shall be (ix) execute an assignment on the applicable Borrower’s standard form of lease, a copy of which is attached hereto as Exhibit E, with such non-material changes as shall be commercially reasonable effected as a result of negotiations with the applicable Tenant and, (y) subject and subordinate to the Loan Documents and the Liens granted pursuant to the Collateral Documents (either pursuant to the terms of the rents Lease or a subordination, non-disturbance and attornment agreement entered into by the Tenant, the applicable Borrower and the Agent). No Borrower will amend any part thereof from the Premises Material Lease without Beneficiary's Administrative Agent’s prior written consent, (ii) except where the lessee is not to be unreasonably withheld, conditioned or delayed. No Borrower will amend any Lease in default thereunder, terminate or consent to the cancellation or surrender of any lease effect as of the Premises or of any part thereof, now existing or hereafter Closing Date to be made, having an unexpired extend the term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days years from the date of such amendment or grant to the Tenant thereunder a renewal option or to expand the premises leased to such Tenant or any demand therefor by Beneficiary and shall deliver copies thereof Affiliate of such Tenant to Beneficiary promptly upon receipt. (c) In more than 7,500 square feet, without the event prior written consent of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by lawAdministrative Agent, the lessee under each of the leases of the Premise will, upon request of not to be unreasonably delayed. No Borrower shall collect any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for Rent more than one (1) month in advanceadvance or, without limitation of the foregoing, amend or modify any Lease in any material respect or hold any security or other deposit under a Lease, except prepayments in accordance with applicable Law and the nature of security applicable Lease. With respect to any written request (including an e-mail request) by Borrower to Administrative Agent for the performance by said lessee of its obligations under said lease consent to a Material Lease (or (ii) any amendment or modification thereto), Administrative Agent shall either approve or deny such request within ten (10) Business Days following receipt of such request, and if Administrative Agent fails to respond to Borrower within such ten (10) day period, the lease made without the consent of Beneficiary or such successor in interest. Each lease request shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentbe deemed to have been denied.

Leases. (a) Grantor will not (i) execute an assignment Seller owns all interests of the rents tenant under the lease (the "Conveyed Lease") dated as of December 1, 1997 between the Seller and REGENCY FOREST, LLC with respect to the premises known as REGENCY FOREST I (the "Conveyed Leased Premises") free of Encumbrances and has not assigned such interests or any part portion thereof from or sublet all or any portion of the Premises Conveyed Leased Premises. True, correct and complete copies of the Conveyed Lease, and all amendments, modifications and supplemental agreements thereto (including without Beneficiarylimitation all subordination, non-disturbance and attornment agreements and agreements confirming the date of commencement or expiration of the term of such Conveyed Lease), have been made available to the Buyer. The Conveyed Lease is in full force and effect, is binding and enforceable against the Seller and, to the Seller's prior consentknowledge, (ii) except where the lessee lessor thereto in accordance with its terms and has not been modified or amended since the date of delivery to the Buyer. No party to the Conveyed Lease has sent written notice to the other claiming that such party is in default thereunder, terminate which remains uncured. To the Seller's knowledge, there has not occurred any event which would constitute a material breach of or consent material default by Seller in the performance of any covenant, agreement or condition contained in the Conveyed Lease, nor has there occurred any event which, with the passage of time or the giving of notice or both, would constitute such a material breach or default. The Seller is not obligated to pay any leasing or brokerage commission relating to the cancellation or surrender of any lease of the Premises or of any part thereofConveyed Lease and, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the there are no obligations of the lessor thereunderSeller to pay any leasing or brokerage commission upon the renewal of the Conveyed Lease. No construction, (iv) accept prepayments of more than one month of any installments of rents alteration or other leasehold improvement work with respect to become due under such leasesthe Conveyed Lease remains to be paid for or to be performed. The Division Balance Sheet contains, except prepayments in and the nature of security Net Transferred Assets will provide for adequate reserves to provide for the performance restoration of the lessees thereunderproperties subject to the Conveyed Lease at the end of its term, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair to the value of extent required by the Mortgaged Property or the security hereofConveyed Lease. (b) Grantor The Seller has obtained all material consents, permits, licenses and approvals required by such governmental regulations in connection with the Conveyed Leased Premises or any improvements therein or use thereof. All such material consents, permits, licenses and approvals are in full force and effect, have been properly and validly issued, and, to the extent permitted under applicable law, on or prior to the Closing Date will not execute any lease of all be assigned to the Buyer by the Seller. There are no suits, petitions, notices or a substantial portion proceedings pending, given or, to the knowledge of the Premises except for actual occupancy Seller, threatened by any persons or Governmental Entities before any court, Governmental Entities or instrumentalities, administrative or otherwise, claiming that the lessee thereunder or its property manager, and will at all times promptly and faithfully performpremise of the Conveyed Lease violates such governmental regulations, or cause which if given, commenced or concluded would have an adverse effect on the Buyer's rights to be performed, all the Conveyed Lease or the operation of the covenantsDivision's business as presently operated. To Seller's knowledge, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates no hazardous waste reports have been prepared with respect to the status Conveyed Lease Premises since January 1, 1997. Seller has not generated, used, released or disposed of such leaseshazardous waste in, Grantor shall exercise its right on or from the Conveyed Leased Premises and to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In Seller's knowledge the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall Conveyed Leased Premises has not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security been used for the performance by said lessee generation, use, release or disposal of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmenthazardous waste.

Leases. (a) Grantor will not (i) execute an assignment The Rent Roll attached to Section 4.3(c) of the rents or Contributor Disclosure Letter (the "Rent Roll") lists each of the leases in existence as of the date hereof with respect to any part thereof from portion of the Premises without Beneficiary's prior consent, Shopping Center. (ii) except where Except as set forth in Section 4.3(c) of the lessee is Contributor Disclosure Letter, as of the date hereof, there are no leases, licenses or other rights of occupancy in force which affect the Shopping Center or any portion thereof other than the leases listed in the Rent Roll. The Contributors have made available to PREIT copies of all of the leases (including all amendments) listed on the Rent Roll. Except as set forth on the Rent Roll, no uncured event of default thereunderof the Project Partnership or, terminate or consent to the cancellation or surrender knowledge of the Contributors, any tenant has occurred and is continuing under any lease of premises within the Premises Shopping Center, no tenant has asserted a defense to or of any part thereof, now existing offset or hereafter to be made, having an unexpired term of one (1) year claim against its rent or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property managerobligations under its lease, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, no tenant has asserted a default on the part of the lessor thereunder Project Partnership which would give it the right to terminate its lease or a setoff against rent. (iii) With respect to the leases involving the Shopping Center, except as set forth in Section 4.3(c) of the Contributor Disclosure Letter or in the leases, as of the date hereof: (A) there are no proposed modifications to any such lease that would reduce: (I) the space leased to any tenant; (II) the amount of any tenant's rent; or (III) the term of any lease; (B) no free rent or other concession is due any tenant; (C) the Project Partnership is not required to provide tenant improvements or refurbishments with respect any such lease other than tenant improvements that the Project Partnership may be kept and performed and will at all times do all things reasonably necessary required to compel performance by construct if an expansion option provided in a lease is exercised; (D) no tenant has an option to terminate its lease prior to its stated expiration date; (E) except for (x) security deposits or (y) the lessee first full month's rent, whether or not the term of a lease has commenced, no prepayments of rent more than thirty (30) days in advance have been made under each any such lease; (F) no rent or security deposit under any such lease of all obligationshas been assigned or encumbered, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide except as security for the giving Loan Documents; (G) there are no agreements or understandings, written or oral, with any tenant other than as set forth in its lease or on the Rent Roll; and (H) all brokerage commissions and other compensation or fees payable by reason of the lessee leases have not been paid in full. Attached to Section 4.3(c) of certificates the Contributor Disclosure Letter is a list of brokers commissions due with respect to the Shopping Center and the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receiptcommissions. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.

Leases. (a) Grantor will not Borrower may enter into a proposed Lease (including the renewal or extension of an existing Lease (a "Renewal Lease")) without the prior written consent of Lender, provided such proposed Lease or Renewal Lease (i) execute an assignment provides for rental rates and terms comparable to existing local market rates and terms (taking into account the type and quality of the rents tenant) as of the date such Lease is executed by Borrower (unless, in the case of a Renewal Lease, the rent payable during such renewal, or any part thereof from a formula or other method to compute such rent, is provided for in the Premises without Beneficiary's prior consentoriginal Lease), (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into arms-length transaction with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelledbona fide, on substantially the same terms as the terminated or cancelled leaseindependent third party tenant, (iii) modify any such lease so as to shorten does not have a materially adverse effect on the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount value of the rents payable thereunder or materially expand the obligations of the lessor thereunderProperties taken as a whole, (iv) accept prepayments of more than one month of any installments of rents is subject and subordinate to become due under such leasesthe Mortgages and the lessee thereunder agrees to attorn to Lender, except prepayments in the nature of security for the performance of the lessees thereunder, and (v) modifyis written on the standard form of lease approved by Lender. All proposed Leases which do not satisfy the requirements set forth in this Section 4.1.9 shall be subject to the prior approval of Lender and its counsel (which approval shall not be unreasonably withheld, release conditioned or terminate any guaranties delayed), at Borrower's expense. Borrower shall promptly deliver to Lender copies of any such lease or (vi) in any other manner impair the value all Leases which are entered into pursuant to this Subsection together with Borrower's certification that it has satisfied all of the Mortgaged Property or the security hereofconditions of this Subsection. (b) Grantor will Borrower (i) shall observe and perform all the obligations imposed upon the lessor under the Leases and shall not execute do or permit to be done anything to impair the value of any lease of the Leases as security for the Debt; (ii) upon request, shall promptly send copies to Lender of all notices of default which Borrower shall send or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, receive thereunder; (iii) shall enforce all of the covenantsmaterial terms, covenants and conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on Leases upon the part of the lessor tenant thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligationsobserved or performed, covenants and agreements by such lessee to be performed thereunder. If (iv) shall not collect any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for Rents more than one (1) month calendar quarter in advance (except security deposits shall not be deemed Rents collected in advance); (v) shall not execute any other assignment of the lessor's interest in any of the Leases or the Rents; and (vi) shall not consent to any assignment of or subletting otherwise not permitted under any Leases, except prepayments without the prior written consent of Lender (which consent shall not be unreasonably withheld, conditioned or delayed). Provided no Event of Default has occurred and is continuing, Borrower may waive, amend, add to and/or supplement any financial covenants of Telcordia contained in the nature Telcorida Lease without the prior written consent of security for the performance by said lessee of its obligations under said lease or Lender. (iic) any amendment or modification of the lease made Borrower may, without the consent of Beneficiary Lender, amend, modify or waive the provisions of any Lease or terminate, reduce rents under, accept a surrender of space under, or shorten the term of, any Lease (including any guaranty, letter of credit or other credit support with respect thereto) provided that such successor action (taking into account, in interestthe case of a termination, reduction in rent, surrender of space or shortening of term, the planned alternative use of the affected space) does not have a materially adverse effect on the value of the Property taken as a whole, and provided that such Lease, as amended, modified or waived, is otherwise in compliance with the requirements of this Agreement and any subordinate agreement binding upon Lender with respect to such Lease. Each A termination of a Lease with a tenant who is in default beyond applicable notice and grace periods shall not be considered an action which has a materially adverse effect on the value of the Properties taken as a whole. Any amendment, modification, waiver, termination, rent reduction, space surrender or term shortening which does not satisfy the requirements set forth in this subsection shall be subject to the prior approval of Lender and its counsel, which approval shall not be unreasonably withheld, delayed, or conditioned, at Borrower's expense. Borrower shall promptly deliver to Lender copies of amendments, modifications and waivers which are entered into pursuant to this subsection together with Borrower's certification that it has satisfied all of the conditions of this subsection. (d) Notwithstanding anything contained herein to the contrary, Borrower shall not, without the prior written consent of Lender, enter into, renew, extend, amend, modify, waive any provisions of, terminate, reduce rents under, accept a surrender of space under, or shorten the term of, any Major Lease. The term "Major Lease" shall mean any Lease between Borrower as landlord and a tenant which lease shall also provide thatis (i) approved by Lender, upon request by said successor in interestform and substance, such lessee shall execute in its sole discretion using prudent business judgment, (ii) at comparable terms with the Telcordia Lease and deliver an instrument (iii) which demises in the aggregate more than the lesser of (a) 200,000 rentable square feet or instruments confirming such attornment(b) fifteen percent (15%) of the total rentable square feet at the Properties.

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

Leases. (a) Grantor will Mortgagor covenants and agrees that it shall not enter into any Lease which (iA) execute an assignment affects the lesser of (x) five percent (5%) of the rents or any part thereof from gross leaseable area of the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease Improvements of the Premises and (y) 20,000 square feet or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or (B) has a term of more than (10) years, without the security hereofprior written approval of Mortgagee, which approval shall not be unreasonably withheld. The request for approval of each such proposed new Lease shall be made to Mortgagee in writing and shall state that, pursuant to the terms of this Mortgage, failure to approve or disapprove such proposed Lease within ten (10) business days is deemed approval and Mortgagor shall furnish to Mortgagee (and any loan servicer specified from time to time by Mortgagee): (i) complete biographical and financial information about the 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 Mortgagee intends to include among its criteria for approval of any such proposed Lease the following: (i) such Lease shall be with a bona-fide arm's-length lessee; (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 Premises; (iii) such Lease shall provide that the Tenant pays for a share of taxes, utilities, common area maintenance charges and other expenses attributable to its occupancy; (iv) the rental and other economic terms thereof shall, in the aggregate, be at least at the market rate then prevailing for similar properties and leases in the market areas of the Premises; and (v) such Lease shall contain subordination and attornment provisions in form and content acceptable to Mortgagee in its reasonable discretion. Failure of Mortgagee to approve or disapprove any such proposed Lease within ten (10) 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 approval by Mortgagee, provided that the written request for approval specifically mentioned the same. Notwithstanding anything to the contrary, the approval procedures for the Leases that are set forth in this Section 1.12(a) shall apply to the submission of all Leases and all amendments, modifications, supplements, restatements, extensions, renewals, waivers, releases, consents, assignments, terminations and other Lease-related actions and documents for which Mortgagee's consent or approval is required under the Loan Documents. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause Prior to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days execution of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event Leases of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change space in the terms Improvements or other provisions of such leaseotherwise at the Mortgaged Property after the date hereof, providedMortgagor shall submit to Mortgagee, howeverfor Mortgagee's prior approval, that said successor in interest which approval shall not be bound by (i) any payment unreasonably withheld, a copy of rent or additional rent for more than one (1) month the form lease Mortgagor plans to use in advance, except prepayments leasing space in the nature of security for Improvements or at the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.Mortgaged

Leases. (a) Grantor will Mortgagor shall not (i) execute an assignment or pledge of the rents any Lease relating to all or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value portion of the Mortgaged Property other than in favor of Mortgagee, or (ii) without the security hereofprior written consent of Mortgagee, which consent shall not be unreasonably withheld or delayed, execute or permit to exist any Lease of any of the Mortgaged Property, except for Permitted Exceptions and except as may be otherwise expressly permitted under the Credit Agreement. (b) Grantor will not execute As to any lease of Lease consented to by Mortgagee under subsection 11(a) above, Mortgagor shall: (i) promptly perform in all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, material respects all of the covenants, conditions and agreements contained in all leases provisions of the Premises or portions thereof now or hereafter existing, Lease on the part of the lessor thereunder to be kept performed; 16 15 (ii) promptly enforce all of the material provisions of the Lease on the part of the lease thereunder to be performed; (iii) appear in and performed and will at all times do all things reasonably necessary to compel performance by defend any action or proceeding arising under or in any manner connected with the Lease or the obligations of Mortgagor as lessor or of the lessee under each lease of all obligationsthereunder; (iv) exercise, covenants and agreements within 5 business days after a reasonable request by such lessee Mortgagee, any right to be performed thereunder. If any of such leases provide for the giving by request from the lessee of certificates a certificate with respect to the status of such leases, Grantor shall exercise its right thereof; (v) promptly deliver to request such certificates within five (5) days Mortgagee copies of any demand therefor by Beneficiary and shall notices of default which Mortgagor may at any time forward to or receive from the lessee; (vi) promptly deliver copies thereof to Beneficiary Mortgagee a fully executed counterpart of the Lease; and (vii) promptly deliver to Mortgagee, upon receiptMortgagee's reasonable request, if permitted under such Lease, an assignment of the Mortgagor's interest under such Lease. (c) Mortgagor shall deliver to Mortgagee, within 10 business days after a reasonable request by Mortgagee, a written statement, certified by Mortgagor as being true, correct and complete, containing the names of all lessees and other occupants of the Mortgaged Property, the terms of all Leases and the spaces occupied and rentals payable thereunder, and a list of all Leases which are then in default, including the nature and magnitude of the default; such statement shall be accompanied by such other information as Mortgagee may reasonably request. (d) All Leases entered into by Mortgagor after the date hereof, if any, and all rights of any lessees thereunder shall be subject and subordinate in all respects to the lien and provisions of this Mortgage unless Mortgagee shall otherwise elect in writing. (e) In the event of the enforcement by Trustee or Beneficiary Mortgagee of the remedies provided for hereby or by lawany remedy under this Mortgage, the lessee under each of the leases of the Premise willLease shall, upon request of if requested by Mortgagee or any other person succeeding to the interest of Grantor Mortgagee as a result of such enforcement, automatically become the lessee of said and if provided, at such lessee's request, with a nondisturbance agreement from Mortgagee or such person, attorn to Mortgagee or to such person and shall recognize Mortgagee or such successor in interest, interest as lessor under the Lease without change in the terms or other provisions of such lease, provided, thereof; provided however, that said Mortgagee or such successor in interest shall not be bound by be: (i) bound by any payment of an installment of rent or additional rent for which may have been made more than one (1) month in advance, except prepayments in 30 days before the nature due date of security for the performance by said lessee of its obligations under said lease or such installment; (ii) bound by any amendment or modification of to the lease Lease made without the consent of Beneficiary Mortgagee or such successor in interest; (iii) liable for any previous act or omission of Mortgagor (or its predecessors in interest); (iv) responsible 17 16 for any monies owing by Mortgagor to the credit of such lessee or subject to any credits, offsets, claims, counterclaims, demands or defenses which the lessee may have against Mortgagor (or its predecessors in interest); (v) bound by any covenant to undertake or complete any construction of the Premises or any portion thereof; or (vi) obligated to make any payment to such lessee other than any security deposit actually delivered to Mortgagee or such successor in interest. Each lease shall also provide thatlessee or other occupant, upon request by said Mortgagee or such successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment. In addition, Mortgagor agrees that each Lease entered into after the date of this Mortgage shall include language to the effect of subsections (d)-(e) of this Section and language to the effect that if any act or omission of Mortgagor would give any lessee under such Lease the right, immediately or after lapse of a period of time, to cancel or terminate such Lease, or to abat▇ ▇▇ offset against the payment of rent or to claim a partial or total eviction, such lessee shall not exercise such right until it has given written notice of such act or omission to Mortgagee and until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice without a remedy being effected; provided that the provisions of such subsections shall be self-operative and any failure of any Lease to include such language shall not impair the binding effect of such provisions on any lessee under such Lease.

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

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

Leases. (a) Grantor will The Mortgagor shall not, and shall not (i) execute an assignment allow any Person on behalf of the rents or Mortgagor to, enter into, amend, modify, waive any part thereof from material term of, including any waiver that would reduce the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunderamount of any Lease Rent, terminate or consent to the cancellation or accept a surrender of any lease Major Lease without the prior consent of the Premises Mortgagee. The Mortgagor shall not, and shall not allow any Person on behalf of the Mortgagor to, amend , modify or waive any term of any part thereof, now existing or hereafter other Lease if it causes such Lease to be madea Major Lease without the prior consent of the Mortgagee. The Mortgagor shall provide the Mortgagee copies of each Lease (and any related brokerage agreement of the Mortgagor), having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if amendment and modification promptly after the cancellation or surrender thereof a new lease is entered entering into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereofit. (b) Grantor will The Mortgagor shall faithfully keep and perform in all material respects its obligations under all Major Leases and Lease Guaranties thereof and, if the failure to do so causes or reasonably could be expected to cause a Material Adverse Effect, all other Leases and Lease Guaranties thereof. The Mortgagor shall not execute permit to accrue to any lease Tenant any right to prepaid rent pursuant to the terms of all or a substantial portion any Lease other than the usual prepayment of rent as would result from the acceptance on the first day of each month of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide rent for the giving by the lessee of certificates with respect ensuing month, according to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days terms of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receiptLeases. (c) In The Mortgagor shall furnish to the Mortgagee, within ten (10) days after a request by the Mortgagee to do so, a certified statement of the Mortgagor containing the names of all Tenants, the terms of their respective Leases, the space occupied, the Rents payable and the securities deposited thereunder, and the name of any guarantor thereof, together with true copies of each Lease and any guaranty thereof or amendments and supplements thereto not previously furnished to the Mortgagee and any other information with respect to the Mortgagor's leasing activities and policies as the Mortgagor shall reasonably request. (d) To the extent required by applicable law, all security deposited by the Tenants shall be treated as trust funds not to be commingled with any other funds of the Mortgagor and the Mortgagor shall, upon demand, furnish to the Mortgagee satisfactory evidence of compliance with this provision, together with a statement of all securities deposited by the Tenants. (e) The Mortgagor shall pay all costs and expenses of the Mortgagee, including reasonable attorneys' fees, in any action or proceeding in which the Mortgagee may be joined arising under, occurring out of, or in any manner connected with, the Leases. (f) All Leases entered into after the date hereof shall provide that they are subject and subordinate to this Mortgage and all other mortgages, and to all amendments, supplements and modifications thereof and advances and re-advanced made thereunder, in all respects and shall obligate the Tenants thereunder to attorn to the Mortgagee, such other the Mortgagee, or any purchaser therefrom upon its written demand in the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding such Person succeeds to the interest of Grantor as the Mortgagor under such Leases. If requested by the Mortgagor in writing, the Mortgagee shall provide a result of such enforcement, automatically become non-disturbance agreement on terms reasonably acceptable to the lessee of said successor in interest, without change in Mortgagor to the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) Tenant under any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentMajor Lease.

Leases. (a) Grantor will not A. Mortgagor has no right or power, as against Mortgagee, without the prior written consent of Mortgagee, to enter into any Lease affecting the Secured Property, except as permitted under the Loan Agreement. B. Each Lease hereinafter entered into by Mortgagor shall (i) execute an assignment by its express terms not permit the lessee thereunder to terminate or invalidate the terms of the rents its Lease as a result of any action taken by Mortgagee to enforce this Mortgage either by foreclosure, or acceptance of a deed in lieu of foreclosure, or by resort to any part thereof from the Premises without Beneficiary's prior consentother rights or remedies available to Mortgagee hereunder or at law or in equity, (ii) except where include a subordination clause providing that the lessee is in default thereunder, terminate or consent to Lease and the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that interest of the lessee whose lease was cancelled, on substantially thereunder in the same terms as the terminated or cancelled leaseSecured Property are in all respects subject and subordinate to this Mortgage, (iii) modify any provide that, at the option of Mortgagee or the purchaser at a foreclosure sale or the grantee in a voluntary conveyance in lieu of foreclosure, the lessee thereunder shall attorn to Mortgagee or to such lease so as to shorten the unexpired term thereof purchaser or so as to decrease, waive or compromise in any manner the amount grantee under all of the rents payable thereunder or materially expand the obligations terms of the Lease and recognize such entity as the lessor thereunderunder the Lease for the balance of the term of the Lease, and (iv) accept prepayments provide that, in the event of the enforcement by Mortgagee of the rights and remedies provided by law or in equity or by this Mortgage, any Person succeeding to the interest of Mortgagee as a result of such enforcement shall not be bound by any prepayment of installments of rent for more than one month thirty (30) days in advance of any installments of rents to the time when the same shall become due under such leasesdue, except prepayments for security deposits not in the nature excess of security for the performance three months' rent, or by any amendment, modification, extension, cancellation or renewal of the lessees thereunder, (v) modify, release or terminate any guaranties Lease made without the prior written consent of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereofMortgagee. C. As to all Leases, Mortgagor shall (bi) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, perform all of the covenants, conditions and agreements contained in all leases provisions of the Premises or portions thereof now or hereafter existing, Leases on the part of the lessor thereunder to be kept and performed and will at performed, (ii) promptly enforce all times do all things reasonably necessary to compel performance by of the lessee under each lease provisions of all obligations, covenants and agreements by such lessee the Leases on the part of the lessees thereunder to be performed performed, (iii) refrain from taking any action that would result in the termination of the Lease by any lessee thereunder or the diminution of the Rents thereunder. If , (iv) appear in and prosecute or defend any action or proceeding arising under, growing out of, or in any manner connected with, the Leases or the obligations of such leases provide for the giving by lessor or the lessee of certificates with respect to lessees thereunder, as the status of such leasescase may be, Grantor shall exercise its right to request such certificates (v) exercise, within five (5) days of after demand by Mortgagee, any demand therefor by Beneficiary and shall deliver copies thereof right to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, request from the lessee under any Lease a certificate with respect to the status thereof, (vi) deliver to Mortgagee, within twenty (20) days after demand by Mortgagee, a written statement containing the names of all lessees, the terms of all Leases and the spaces occupied and rentals payable thereunder and a statement of all Leases which are then in default, including the nature and magnitude of any such default and (vii) provide Mortgagee with a copy of each notice of default received by Mortgagor under any Lease immediately upon receipt thereof and deliver to Mortgagee a copy of each notice of material default sent by Mortgagor under any Lease simultaneously with its delivery of such notice under such Lease, and (viii) promptly deliver to Mortgagee a copy of any Lease. Notwithstanding the foregoing, Mortgagor shall not be required to perform any of the leases actions described in clauses (i) through (iv) of this paragraph if the failure to do so would not cause a Material Adverse Effect (as defined in the Loan Agreement). D. Mortgagor hereby assigns to Mortgagee, from and after the date hereof (including any period allowed by law for redemption after any foreclosure or other sale), primarily, on a parity with the Secured Property, and not secondarily, as further security for the payment of the Premise willSecured Indebtedness and the performance of the Secured Obligations, upon request the Leases and the Rents. Nothing contained in this Article shall be construed to bind Mortgagee to the performance of any person succeeding of the terms, covenants, conditions or agreements contained in any Lease or otherwise impose any obligation on Mortgagee (including, but without limiting the generality of the foregoing, any liability under the covenant of quiet enjoyment contained in any Lease in the event that any lessee shall have been joined as a party defendant in any action to foreclose this Mortgage or commenced by reason of an Event of Default hereunder or in the event any lessee shall have been barred and foreclosed of any or all right, title and interest and equity of redemption in the Secured Property), except that Mortgagee shall be accountable for any money actually received pursuant to the interest aforesaid assignment. Mortgagor hereby further grants to Mortgagee the right, but not the obligation, following the occurrence and during the continuation of Grantor as a result an Event of such enforcementDefault (i) to enter upon and take possession of the Real Estate for the purpose of collecting the Rents, automatically become (ii) to dispossess by the usual summary proceedings any lessee of said successor defaulting in interest, without change making any payment due under any Lease to Mortgagee or defaulting in the performance of any of its other obligations under its Lease, (iii) to let the Real Estate or any portion thereof, (iv) to apply the Rents on account of the Secured Indebtedness, and (v) to perform such other acts as Mortgagee is entitled to perform pursuant to this Article. Such assignment and grant shall continue in effect until this Mortgage terminates in accordance with the terms hereof, the execution of this Mortgage constituting and evidencing the irrevocable consent of Mortgagor to the entry upon and taking possession of the Real Estate by Mortgagee following the Occurrence and during the continuation of an Event of Default pursuant to such grant, whether or other provisions of such lease, providednot an action to foreclose this Mortgage has been instituted and without applying for a receiver. Mortgagee, however, that said successor grants to Mortgagor, not as a limitation or condition hereof, but as a personal covenant available only to Mortgagor and its successors and not to any lessee or other Person, a license, revocable upon five (5) days' written notice to Mortgagor following and during the continuation of an Event of Default, to collect all of the Rents and to retain, use and enjoy the same, unless an Event of Default shall exist hereunder or, unless any event shall have occurred which, with the giving of notice or the lapse of time, or both, would constitute an Event of Default hereunder or, at Mortgagee's option, for any other reason whatsoever. E. Mortgagor shall receive the Rents as set forth in interest Section 11.4 hereof and shall not hold the Rents as a fund to be bound by (i) any applied first to the payment of rent the Impositions and then to the payment of insurance coverages required under Article 6 hereof before applying any portion of the same to other purposes. F. Upon notice and demand, Mortgagor shall, from time to time, execute, acknowledge and deliver to Mortgagee, or additional rent for shall cause to be executed, acknowledged and delivered to Mortgagee, in form reasonably satisfactory to Mortgagee, one or more than one separate assignments (1confirmatory of the general assignment provided in this Article) month of the lessor's interest in advanceany Lease, except prepayments and shall pay to Mortgagee the reasonable expenses incurred by Mortgagee in connection with the preparation and recording of any such instrument, a as provided in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentLoan Agreement.

Leases. (a) Grantor will not (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consentNo Borrower shall enter into, (ii) except where the lessee is in default thereunderModify, terminate or terminate, consent to the cancellation assignment or surrender of, or grant a waiver of any lease provision or right of Borrower under any Lease or related Lease guaranty (any of the Premises or foregoing, a “Leasing Action”) except in accordance with the terms and provisions of this Section 5.10. Notwithstanding the foregoing, any part thereof, now existing or hereafter Borrower may take any Leasing Action with respect to be made, having an unexpired term of one (1) year or more, a Lease that is not a Material Lease without Agent’s 49289660 prior consent; provided, however, that any lease may be cancelled if promptly all such Leases and all Modifications and renewals of such Leases executed after the cancellation or surrender thereof a new lease date hereof shall (i) be on commercially reasonable terms, (ii) provide that such Lease is entered into with a new lessee having a credit standing at least equivalent subordinate to that the lien of the lessee whose lease was cancelled, on substantially Mortgage and that the same terms as the terminated or cancelled leaseLessee will attorn to Agent and any purchaser at a foreclosure sale, (iii) modify not be to an Affiliate of any such lease so as to shorten the unexpired term thereof or so as to decreaseBorrower, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, and (iv) accept prepayments not contain any option to purchase, any right of more than one month of first refusal to purchase, or any installments of rents right to become due under such leases, terminate (except prepayments in the nature of security for the performance event of the lessees thereunder, (v) modify, release destruction or terminate any guaranties condemnation of any such lease or (vi) in any other manner impair the value substantially all of the Mortgaged Property or for failure to deliver the security hereofpromises or other landlord defaults) on the part of the Lessee. Each guaranty of each such Lease shall provide that such guaranty shall remain in full force and effect, and that guarantor thereunder shall perform for the benefit of Agent or such purchaser, upon attornment by the Lessee. Additionally, no Borrower shall enter into, extend, renew or Modify (including, without limitation, any subletting or assignment thereunder not contemplated by the express terms of such Lease) any Material Lease without the prior written consent of Agent; provided that Agent shall not unreasonably withhold, condition or delay its consent to any Material Lease or Modification thereto so long as no Event of Default is continuing. Borrowers shall be permitted to relocate Lessees within the Improvements, provided that the Leases entered into by such Lessees otherwise comply with the provisions of this Section 5.10. Borrowers shall be permitted to terminate without Agent’s prior consent (i) any Lease that is not a Material Lease and (ii) any Material Lease in connection with a monetary or material non-monetary default (after giving effect to any all applicable cure and grace periods) by the Lessee thereunder, as long as in each case, such termination would not result in any Borrower’s default under the subject Lease. With respect to any Material Leases that do not already provide for the Lessee to subordinate to the Mortgage, Agent may, in its sole discretion, require a subordination non-disturbance and attornment agreement in form and substance reasonably satisfactory to Agent. If requested by Borrowers, ▇▇▇▇▇ agrees to enter into a subordination non-disturbance and attornment agreement, on Agent’s standard form together with customary modifications requested by the Lessee, with respect to any Material Lease. (b) Grantor will Any Leasing Action that requires Agent’s consent shall be delivered to Agent for approval not execute any lease less than ten (10) Business Days prior to the effective date of such Leasing Action, together with all or other materials reasonably necessary in order to evaluate such Leasing Action. Each such request for approval and consent shall contain a substantial portion legend in capitalized bold letters on the top of the Premises except for actual occupancy by cover page stating: “THIS IS A REQUEST FOR CONSENT TO A LEASING ACTION. AGENT’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS. AGENT’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN AGENT’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED.” In the lessee thereunder event that Agent fails to grant or withhold its property manager, approval and will at all times promptly consent to such Leasing Action within such ten (10) Business Day period and faithfully perform, or cause to be performed, all of Borrowers give a duplicate notice upon the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any expiration of such leases provide for ten (10) Business Day period in similar fashion providing that the giving by the lessee of certificates with respect failure to the status of such leases, Grantor shall exercise its right to request such certificates respond within five (5) days Business Days of receipt of such second notice shall constitute deemed approval and Agent shall fail to respond to such notices, then Agent’s approval and consent shall be deemed to have been granted; provided, however that for so long as the “Agent” under this Agreement is Deutsche Bank or one of its Affiliates, there shall be no deemed consent under this Section 5.10(b), and any demand therefor by Beneficiary and Leasing Action that requires Agent’s consent under this Agreement shall deliver copies thereof to Beneficiary promptly upon receipt. (c) require the actual consent of Deutsche Bank or its applicable Affiliate. In the event case of a withholding of consent, Agent shall state the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentgrounds therefor.

Leases. (a) Grantor will not (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent Borrower represents and warrants to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates Lender with respect to the status Leases that, except as set forth on Schedule VIII attached hereto: (a) the rent roll attached hereto as Schedule I is true, correct and complete in all material respects and the Property is not subject to any Leases other than the Leases described in Schedule I, (b) the Leases identified on Schedule I are in full force and effect and there are no defaults thereunder by any party thereto and there are no conditions that, with the passage of such leasestime or the giving of notice, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. or both, would constitute defaults thereunder, (c) In the event copies of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by lawLeases delivered to Lender are true, the lessee under each of the leases of the Premise willcorrect and complete, upon request of any person succeeding to the interest of Grantor as a result of such enforcementand there are no oral agreements with respect thereto, automatically become the lessee of said successor in interest, without change in the terms (d) no Rent (including security or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (ideposits) any payment of rent or additional rent for has been paid more than one (1) month in advanceadvance of its due date, (e) all work to be performed by the landlord under each Lease has been performed as required and has been accepted by the applicable Tenant, (f) any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by the landlord to any Tenant has already been received by such Tenant, (g) all security or other deposits are being held in accordance with the applicable Leases and all applicable Legal Requirements, (h) Borrower has no knowledge of any notice of termination or default with respect to any Lease; (i) Borrower has not assigned or pledged any of the Leases, the rents or any interest therein except prepayments to Lender; (j) no Tenant or other Person has an option, right of first refusal or offer or any other preferential right to purchase all or any portion of or interest in the nature of security Property; (k) no Tenant has any right or option for additional space in the performance by said lessee of Improvements, (l) to Borrower’s knowledge, no Tenant has assigned its obligations under said lease Lease or (ii) sublet all or any amendment or modification portion of the lease made without premises demised thereby, (m) no Tenant has the consent right to terminate its Lease prior to expiration of Beneficiary the stated term of such Lease; (n) to Borrower’s knowledge, no Hazardous Substances have been disposed, stored or such successor in interest. Each lease shall also provide thattreated by any Tenant on, upon request by said successor in interestunder or about the Property; (o) Borrower does not have any knowledge of any Tenant’s intention to use its leased premises for any activity which, such lessee shall execute directly or indirectly, involves the use, generation, treatment, storage, disposal or transportation of any petroleum product or any other Hazardous Substances, and deliver an instrument (p) all existing Leases are subordinate to the Security Instrument either pursuant to their terms or instruments confirming such attornmenta recorded subordination agreement.

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

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

Leases. (a) Grantor will not (i) execute an assignment of the rents or any part All Leases and all renewals, modifications and amendments thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly executed after the cancellation date hereof shall be subject to Lender’s prior approval, which approval shall not be unreasonably withheld or surrender thereof a new lease delayed. At any time that Lender’s consent or approval is entered into required under this Section 4.1.9 with a new lessee having a credit standing at least equivalent respect to that of any Lease, Lender’s approval shall be deemed granted if the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereofDeemed Approval Requirements have been satisfied with respect thereto. (b) Grantor will not execute any lease Each of all or a substantial portion of Borrower and Operating Lessee (i) shall perform the Premises except material obligations which it is required to perform under the Leases; (ii) shall enforce, in accordance with commercially reasonable practices for actual occupancy by properties similar to the lessee thereunder or its property managerProperty, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee obligations to be performed thereunder. If any of such leases provide for the giving by the lessee Tenants thereunder; (iii) shall promptly furnish to Lender any notice of certificates with respect default or termination received by it from any Tenant, and any notice of default or termination given by it to the status of such leases, Grantor shall exercise its right to request such certificates within five any Tenant; (5iv) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) collect any payment of rent or additional rent Rents under Leases for more than one (1) month in advanceadvance of the time when the same shall become due, except prepayments for bona fide security deposits; (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 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 (other than in accordance with its terms or following a material default by the Tenant in the nature terms thereof); and (viii) shall not, except with Lender’s prior consent (which approval shall not be unreasonably withheld or delayed), modify or amend any Lease (except 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. (c) Neither Borrower nor Operating Lessee shall permit or consent to any assignment or sublease of any Lease without Lender’s prior approval, which approval shall not be unreasonably withheld or delayed (other than any assignment or sublease expressly permitted under a Lease pursuant to a unilateral right of Tenant thereunder not requiring the consent of Borrower or Operating Lessee). (d) Borrower agrees to bear and shall pay or reimburse Lender on demand for all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred by Lender in connection with the review of any proposed Lease, any other matter requiring Lender’s consent under this Section 4.1.9. (e) Within ten (10) Business Days after Lender’s request, Borrower shall furnish to Lender a statement of all tenant security for or other deposits and copies of all Leases not previously delivered to Lender, certified as being true, correct and complete. (f) All security deposits of Tenants, if any, whether held in cash or any other form, shall be held in compliance with all applicable Legal Requirements. During the performance continuance of an Event of Default, Borrower shall, if permitted by said lessee 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 its obligations the Leases. Any bond or other instrument which Borrower or Operating Lessee is permitted to hold in lieu of cash security deposits under said lease the applicable Legal Requirements (i) shall be maintained in full force and effect in the full amount of such deposits unless replaced by cash deposits as described above or applied in accordance with the terms of the Lease, (ii) any amendment shall be issued by an institution reasonably satisfactory to Lender, (iii) shall, if permitted by the applicable Legal Requirements, name Lender as payee or modification of mortgagee thereunder (or, at Lender’s option, be fully assignable to Lender), and (iv) shall in all respects comply with the lease made without the consent of Beneficiary applicable Legal Requirements and otherwise be satisfactory to Lender. Borrower or such successor in interest. Each lease shall also provide thatOperating Lessee shall, upon request by said successor in interestrequest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentprovide Lender with evidence satisfactory to Lender of its compliance with the foregoing.

Leases. (a) Grantor will Section 5.11(a) of the Disclosure Schedule sets forth a true and complete list of all leases, agreements and other rights of possession or commitments to lease or otherwise possess, under which Seller or any of its Subsidiaries is the lessor, licensor or otherwise grants use or occupancy, and under which any Sellers have a leasehold interest or other contractual rights in or to any Purchased Asset, which in the case of leases for personal property provides for annual rental payments of more than $250,000 (collectively "Material Personalty Leases") and which includes all leases for Real Property and leases related to the Temple-Inland Canal Easement or the Water Easement and which is not terminable without penalty upon notice of 12 months or less, such list including, for each such Lease: (i) execute an assignment identification of the rents lease, sublease or license agreement therefor (or any part other agreement with respect to the use or occupancy thereof) and any and all amendments or modifications thereof from or side letters with respect thereto (collectively, the Premises without Beneficiary's prior consent, "Leases"); (ii) except where the lessee is in default type of property leased thereunder, terminate or consent and with respect to Leases for real property, the cancellation or surrender of any lease approximate size of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, premises leased thereunder; (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, including any extension options; (iv) accept prepayments with respect to Leases for real property, the use of more than one month of any installments of rents to become due under such leases, except prepayments in premises and the nature of security for the performance of the lessees thereunder, any improvements located thereon; and (v) modify, release or terminate any guaranties the recording information of any Leases which have been recorded in the applicable real estate records offices. With respect to any Leases for real property under which any Sellers have a leasehold interest or other contractual rights, such lease or (vi) in any other manner impair the value Person has good and valid leasehold title, free and clear of the Mortgaged Property or the security hereofall Encumbrances except for Permitted Exceptions. (b) Grantor will not execute any lease of all or a substantial portion Except as set forth on Section 5.11(b) of the Premises except for actual occupancy by Disclosure Schedule: (i) there is no material past due payment obligation or other material default under any of the lessee thereunder Leases; (ii) no Sellers have received any notice (oral or its property manager, and will at all times promptly and faithfully performwritten) of, or cause to be performedknow of, all any act, omission or condition which constitutes a material default, or with the passage of time and/or the giving of notice would constitute a material default, under any of the covenants, conditions Leases; and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5iii) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases Leases is in full force and effect, valid and enforceable against the parties thereto in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting the Premise will, upon request enforcement of any person succeeding creditors' rights and subject to the interest qualification that general equitable principles may limit the availability of Grantor as a result equitable remedies, including without limitation the remedy of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentspecific performance.

Leases. (a) Grantor will not (i) execute an assignment represents and warrants that Grantor shall duly and punctually perform all of the rents terms, conditions and covenants contained in the Leases to be kept, observed and performed by Grantor; that Grantor shall not sell, assign, transfer, mortgage or pledge any of the Rents and Profits, except as set forth in this Deed of Trust; and that no Rents or Profits becoming due subsequent to the date hereof have been collected, nor has payment of any of the same been anticipated, waived, released, discounted or otherwise discharged or compromised. Grantor agrees to act in good faith to enforce or secure the performance of each and every obligation, covenant, condition and agreement to be performed by the tenants under the Leases. Grantor shall not, except with the prior written consent of Beneficiary, cancel, terminate or accept any surrender of the Leases; accept any prepayments for more than 30 days of installments of rent under any of the Leases; modify any of the terms, covenants and conditions of any of the Leases so as to reduce the terms thereof or the rental payments thereunder; enter into any new Leases of the Premises or any part thereof from or change any renewal privileges contained in any of the Premises without Beneficiary's prior consentLeases; agree in writing or otherwise to extinguish or limit any rights which it has under applicable law as a landlord against any tenant under any of the Leases. Notwithstanding the provisions of this paragraph 4(f), (ii) except where Grantor may enter into new Leases in the lessee is in default thereunder, terminate or consent to the cancellation or surrender ordinary course of any lease business for such portions of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that which are leased as of the lessee whose lease was cancelled, date hereof provided such Leases are on substantially terms and conditions that are customary and usual in leases of similar premises in the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount general vicinity of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial affected portion of the Premises except for actual occupancy by the lessee thereunder or its property managerPremises, and will at all times promptly may, in accordance with sound business practices and faithfully performfor the purpose of increasing Grantor’s revenues, or cause to be performed, all terminate (provided such termination is permitted under the terms of the covenants, conditions and agreements contained in all leases applicable lease) or modify any of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receiptLeases. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.

Leases. The Properties (aBofA Revolver) Grantor will are not (i) execute an assignment subject to any Leases other than the Leases described in the rent rolls previously delivered to the Administrative Agent and any Leases entered into following the date of such rent rolls. To the Actual Knowledge of the rents Borrower, except as otherwise disclosed on the aforesaid rent rolls and except for discrepancies which, either individually or in the aggregate, would not have a Material Adverse Effect, such rent rolls are true, correct and complete as of the Supplement Effective Date. A Property Owner (BofA Revolver) is the owner and lessor of landlord’s interest in each Lease of a Property (BofA Revolver). No Person has any part thereof from possessory interest in any Property (BofA Revolver) or right to occupy the Premises without Beneficiary's prior consent, same except under and pursuant to the provisions of the Leases and any subleases permitted thereunder or pursuant to any easement or other similar document constituting a Permitted Encumbrance. Each Lease that relates to in excess of 20,000 square feet of net rentable area (iia “Material Lease”) except where the lessee of a Property (BofA Revolver) is in default thereunderfull force and effect and, terminate or consent to the cancellation Actual Knowledge of the Borrower, there are no material defaults under any Material Lease of a Property (BofA Revolver) by either party thereto and there are no conditions that, with the passage of time or surrender the giving of notice, or both, would constitute material defaults under any Material Lease of a Property (BofA Revolver), except to the extent the same have not resulted, or would not be reasonably expected to result, individually or in the aggregate, in a Material Adverse Effect. No Property Owner (BofA Revolver) has, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, assigned, transferred, encumbered, hypothecated, pledged or granted a security interest in any of the Leases of a Property (BofA Revolver) or its interest therein except, in the case of any lease of Encumbered Property, pursuant to the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after loan documents evidencing the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements loan secured by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leasesEncumbered Property, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receiptas disclosed on Schedule 1.2. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.

Leases. (a) Grantor will not Not less than 30 days prior to the REIT Conversion ------ Date, there shall have been delivered to the Administrative Agent and the Banks, a true and correct copy of the form of Operating Lease, which form of Operating Lease shall be in form and substance reasonably satisfactory to the Administrative Agent and the Required Banks. In addition, prior to the REIT Conversion Date, (i) execute an assignment there shall have been delivered to the Administrative Agent true and correct copies of the rents Operating Leases to be entered into between the Borrower and/or one or any part thereof from more of its Subsidiaries, on the Premises without Beneficiary's prior consentone hand, and SLC and/or one or more other Approved Lessees, on the other, pursuant to which SLC and/or one or more other Approved Lessees shall lease, as lessee, all of the Hotel Properties of the Borrower and its Subsidiaries as of the REIT Conversion Date (except for the Hotels set forth on Schedule X and such other exceptions, if any, as shall be reasonably acceptable to the Administrative Agent), all of which Operating Leases shall be consistent with the form of Operating Lease delivered pursuant to this Section 6.07(a) and shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent and (ii) except where the lessee is in default thereunder, terminate or consent there shall have been delivered to the cancellation or surrender of any lease Banks a summary of the Premises or principal economic terms of each such Operating Lease and any part thereof, now existing or hereafter principal deviations from the form of Operating Lease previously delivered to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereofBanks. (b) Grantor will not execute any lease Except as otherwise provided in clause (a) of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existingthis Section 6.07, on the part of REIT Conversion Date, the lessor thereunder Borrower and/or its Subsidiaries, on the one hand, and SLC and/or one or more other Approved Lessees, on the other, shall have entered into the Operating Leases delivered to be kept and performed and will at all times do all things reasonably necessary the Administrative Agent pursuant to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates clause (a) above with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event Hotel Properties of the enforcement by Trustee or Beneficiary Borrower and its Subsidiaries effective not later than the later of January 1, 1999 and the remedies provided for hereby or by law, day following the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentREIT Conversion Date.

Leases. (a) Grantor will not The Borrower shall provide the Administrative Agent with ------ a copy of each Material Lease and each lease to which the Borrower or any of its Restricted Subsidiaries is a party as lessor. The Borrower shall, and shall cause each of its Subsidiaries to, (i) execute an assignment comply, in all material respects, with all of its obligations under each Lease now or hereafter held by the rents Borrower or any part thereof from such Subsidiary, as the Premises without Beneficiary's prior consentcase may be, except for such non-compliances, individually or in the aggregate, that have no reasonable likelihood of having a Material Adverse Effect, (ii) except where provide the lessee is in Administrative Agent with a copy of each notice of default thereunder, terminate under any Material Lease received by the Borrower or consent any of its Restricted Subsidiaries immediately upon receipt thereof and deliver to the cancellation Administrative Agent a copy of each notice of default sent by the Borrower or surrender any of its Restricted Subsidiaries under any lease Material Lease simultaneously with its delivery of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled leasesuch notice under such Material Lease, (iii) modify notify the Administrative Agent at least 14 days prior to the date the Borrower or any such lease so as to shorten the unexpired term thereof of its Restricted Subsidiaries takes possession of, or so as to decreasebecomes liable under, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereundernew Material Lease, whichever is earlier, and (iv) accept prepayments upon the Administrative Agent's request, promptly execute, deliver and record a first priority leasehold mortgage in favor of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security Administrative Agent for the performance ratable benefit of the lessees thereunderSecured Parties should the Borrower or any of its Restricted Subsidiaries hereafter enter into a Material Lease, (v) modifywhich Material Lease shall expressly permit the mortgaging thereof to the Administrative Agent, release or terminate any guaranties of any contain non-disturbance provisions satisfactory to the Agents and such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy customary lender protections as may be required by the lessee thereunder or its property managerAgents, and will at all times promptly and faithfully performtogether with, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things if reasonably necessary to compel performance requested by the lessee under each lease of all obligationsAgents, covenants at the Borrower's sole cost and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving expense, a title insurance policy in an amount reasonably requested by the lessee of certificates with respect Agents and a current ALTA survey and surveyor's certificate, in each case, in form and substance satisfactory to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receiptAgents. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.

Leases. (aA) Grantor will If any Event of Default exists, then without the prior written consent of Lender, Borrower shall not (i) execute an assignment of the rents or enter into any part thereof from the Premises without Beneficiary's prior consent, Lease; (ii) except where the lessee is in default thereundercancel or terminate (including, terminate or consent to the cancellation or surrender without limitation, by exercise of any lease of the Premises or of landlord recapture rights) any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, Lease; (iii) approve any assignment of any Lease that releases the original tenant from its obligations under such Lease, (iv) amend, modify or waive the provisions of any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise Lease in any manner material respect (including, without limitation, any amendment, modification or waiver reducing the amount fixed initial term of any Lease, reducing the rents rent payable thereunder under any Lease, changing any renewal provisions of any Lease or materially expand increasing the obligations of the lessor thereunderlandlord or materially decreasing the obligations of the tenant under any Lease or pursuant to which any premises covered by such Lease is surrendered); or (v) cancel or modify any guaranty, or release any security deposit, letter of credit, or other item constituting security pertaining to any Lease. (ivB) accept prepayments Provided that no Event of Default shall have occurred and be continuing, Lender’s consent shall not be required for the creation, assignment, termination, amendment or modification of any Lease provided that (i) the applicable Lease (or amendment or modification of a Lease if such amendment or modification adjusts or otherwise affects rent) is entered into on an arms-length basis with a tenant not affiliated with Borrower and provides for payment of a net effective rent (after taking into account any free rent, construction allowances or other concessions granted by landlord) and other material amounts payable no less than the then effective fair market rent then prevailing for similar properties and leases in the market area (and taking into account the type and creditworthiness of the tenant, the length of the term including any renewals, and the location and size of the premises covered thereby), and is otherwise on commercially reasonable terms, and (ii) such Lease, amendment or modification does not contain any options or rights of first offer or refusal or similar rights to purchase the Property or any portion thereof. Borrower shall not, without Lender’s prior written consent, enter into Leases or amendments or modifications of Leases does not satisfy the foregoing criteria. (C) Borrower shall promptly send Lender copies of any notices of default received from the tenant under any Lease, and will enforce the performance by each tenant of the tenant’s obligations under any Lease. Except for Security Deposits, no Lease shall provide for payment of rent more than one month in advance, and Borrower shall not under any circumstances collect any rent more than one month in advance. Borrower, at Lender’s written request, shall furnish Lender with executed copies of any installments all Leases hereafter made (to the extent not theretofore provided to Lender). Each Lease (or a separate agreement with the tenant of rents such Lease, in recordable form and substance reasonably satisfactory to become due under Lender) shall specifically provide that such leasesLease is subordinate to the Mortgage; that the tenant attorns to Lender, except prepayments in such attornment to be effective upon Lender’s acquisition of title to the nature Property; that the tenant agrees to execute such further evidences of security for attornment as Lender may from time to time reasonably request; that the performance attornment of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest tenant shall not be bound terminated by (i) any payment of rent or additional rent for more than one (1) month foreclosure; that in advanceno event shall Lender, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification as holder of the lease made without Mortgage or as successor landlord, be liable to the consent tenant for any act or omission of Beneficiary any prior landlord or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument for any liability or instruments confirming such attornmentobligation of any prior landlord occurring prior to the date that Lender or any subsequent owner acquire title to the Property.

Leases. (a) Grantor will As of the Closing Date, the rent rolls attached hereto as Schedule 5.25 are true, correct and complete and the Leases referred to thereon are all valid and in full force and effect; (b) the Leases (including Modifications thereto) are in writing, and there are no oral agreements with respect thereto; (c) the copies of each of the Leases (if any) delivered to the Administrative Agent are true, correct and complete in all material respects and have not been Modified (ior further Modified); (d) execute an each Lease summary delivered to the Administrative Agent are true and correct in all material respects and, as to all matters contained therein relating to rent, term, termination rights, options to renew, extend or expand, rights of first refusal or offer, tenant improvement allowances, security deposits and other credit enhancements, insurance, tax and operating expense recovery, and obligations with respect to subordination, non-disturbance and attornment, complete in all material respects, and such summaries do not fail to disclose any material term of any Lease which would materially impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as disclosed in such summary; (e) to the knowledge of any Loan Party, no defaults exist under any of the Leases (other than the Major Leases) by any party (including any guarantor) thereto that, individually or in the aggregate with respect to all such defaults would result in a Material Adverse Effect and, to the knowledge of any Loan Party, no material default exists under any of the Major Leases; (f) no Loan Party has any knowledge of any presently effective notice of termination or notice of default given by any tenant with respect to any Major Lease or under any other Leases that individually or in the aggregate could be reasonably expected to result in a Material Adverse Effect; (g) no Loan Party has made any presently effective assignment or pledge of any of the Leases, the rents or any part thereof from interests therein except to the Premises without Beneficiary's prior consentAdministrative Agent; (h) no tenant or other party has an option or right of first refusal to purchase all or any portion of any Borrowing Base Property, except for the rights in favor of Borrower or any Credit Facility Guarantor under a Ground Lease; (iii) except where as disclosed in the lessee is in default thereunder, terminate or consent lease summaries delivered by the Borrower to the cancellation or surrender of any lease Administrative Agent, no tenant has the right to terminate its Lease prior to expiration of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired stated term of such Lease (except as a result of a casualty or condemnation); and (j) no tenant has prepaid more than one month's rent in advance (1) year or moreexcept for bona fide security deposits and estimated payments of operating expenses, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent taxes and other pass-throughs paid by tenants pursuant to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of their Leases not prepaid more than one month of prior to the date such estimated payments are due). The foregoing is qualified by any installments of rents disclosures to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contrary contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment the rent rolls attached hereto as Schedule 5.25 or hereafter delivered pursuant to Section 2.16 in connection with the addition of rent or additional rent for more than one (1) month in advancea Borrowing Base Property, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or and (ii) any amendment or modification the delinquency reports referred to in the Lease Affidavits delivered as of the lease made without Closing Date or hereafter delivered pursuant to Section 2.16 in connection with the consent addition of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmenta Borrowing Base Property.

Leases. Mortgagor shall not (except in accordance with the provisions of the Trust Indenture): (a) Grantor will lease the Trust Estate substantially as an entirety to any Person, nor shall Mortgagor lease either the Casino Hotel or the Casino or the Hotel or any parking facilities located on the Parking Parcel or the Parking Parcel substantially as an entirety to any Person; (b) enter into any Lease, or renew, modify, extend, terminate, or amend any Lease, except in the ordinary course of business of operating the Casino Hotel; (c) receive or collect, or permit the receipt or collection of, any rental payments under any Lease more than one month in advance of the respective periods in respect of which they are to accrue, except that, in connection with the execution and delivery of any Lease or of any amendment to any Lease, rental payments thereunder may be collected and received in advance in an amount not in excess of three months' rent and/or a security deposit may be required thereunder; (d) collaterally assign, transfer or hypothecate (other than to Mortgagee hereunder or to the holder of any Superior Mortgage, but in each case only with respect to the property secured by such mortgage, and except as permitted by the Trust Indenture) (i) execute an assignment of any rental payment under any Lease whether then due or to accrue in the rents or any part thereof from the Premises without Beneficiary's prior consentfuture, (ii) except where the interest of Mortgagor as landlord under any Lease or (iii) the rents, issues or profits of the Trust Estate; (e) after the date hereof, enter into any Lease, or renew any Lease, unless such Lease contains terms to the effect as follows: (i) the Lease and the rights of the tenants thereunder shall be subject and subordinate to the rights of Mortgagee under this Mortgage and the holders of any Superior Mortgage, (ii) the Lease may be assigned by the landlord thereunder to Mort- gagee, (iii) the rights and remedies of the tenant in respect of any obligations of the landlord thereunder shall be nonrecourse as to any assets of the landlord other than its equity in the building in which the leased premises are located or the proceeds thereof, and (iv) the rights of the tenant shall be subject and subordinate to the rights of the lessee is under any New Lease (as defined in default thereunder, terminate or consent Section 29.3 of the Ground Leases); or (f) modify any Lease with respect to the cancellation matters described in clauses (i) through (iv) of paragraph (e). If Mortgagor enters into a Lease (other than with Affiliate of Mortgagor) for a term of not less than 3 years, Mortgagee shall deliver a non-disturbance and attornment agreement substantially in the form of Schedule 5 hereto, following receipt of a Mortgagor's Request. Mortgagor shall, upon demand, reimburse Mortgagee for any costs and expenses (including reasonable attorneys' fees and disbursements) incurred by Mortgagee in connection with the preparation, review and delivery of such non-disturbance and attornment agree-ments. Mortgagee shall, from time to time, after receipt of a Mortgagor Re-quest therefor (accompanied by an Officers' Certificate stating that said condi-tions have been satisfied) execute instruments in form and substance reasonably satisfactory to Mortgagee confirming the permissibility of a modification, termination or surrender of any lease Lease, other than a modification described in paragraph (f) of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly this Section 5.13. Promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelledexecution and delivery hereof, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or Mortgagor shall cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligationsLease now in effect, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for promptly after each Lease is executed or becomes effective after the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event date of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by lawexecution and delivery hereof, Mortgagor shall cause the lessee under each such Lease, to be duly notified in writing (unless the substance and effect of such notice shall be contained in such Lease) of the leases subjection of the Premise willowner's interest, upon request of any person succeeding as lessor, in and to such Lease to the interest Lien of Grantor as a result this Mortgage and of the name and address of Mortgagee. Each such notice shall state that the lease of such enforcementlessee is a Lease as herein defined. If a new Mortgagee is at any time appointed hereunder or the address of Mortgagee shall at any time be changed, automatically become Mortgagor shall cause each lessee under each Lease to be promptly notified in writing of the lessee of said successor in interest, without change in the terms or other provisions name and address of such lease, provided, however, that said successor in interest new Mortgagee or the new address of Mortgagee. Mortgagor shall use reasonable efforts (but shall not be bound by (iobligated to incur any expenditure other than de minimis amounts) to obtain from each lessee under each Lease to whom any payment notice is sent pursuant to this paragraph an acknowledgment of rent or additional rent for more than one (1) month in advancereceipt of such notice, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease and Mortgagor shall also provide thatpromptly deliver to Mortgagee, upon request by said successor in interestrequest, a copy of each such lessee acknowledgment of receipt which it is able to obtain. Mortgagee shall execute and deliver an instrument not be responsible for securing or instruments confirming causing Mortgagor to secure any such attornmentacknowledgment.

Leases. Other than as set forth on that certain Due Diligence Certificate dated as of the Effective Date and issued by Seller to Buyer with respect to certain matters relating to the Property (the “Due Diligence Certificate”), (a) Grantor will not there are no leases or occupancy agreements (excluding any subleases or licenses claiming by or through a Lease) currently in effect which affect the Real Property, (b) all the Leases are in full force and effect, (c) Seller has provided Buyer with true, correct, and complete copies of all of the Leases and (d) no tenant under any Lease has any option to purchase the Property or any portion thereof, nor any rights of first refusal with respect to the same. The Due Diligence Certificate lists all amendments to and modifications of the Leases, all base rent paid more than thirty (30) days in advance, and all Security Deposits and the form thereof. Seller further represents and warrants that, except as set forth in the Due Diligence Certificate, (i) execute an assignment of Seller has paid all agents’ and brokers’ commissions and fees incurred in connection with the rents Leases executed prior to the Effective Date (but excluding any such commissions or any part thereof from fees attributable to extension, renewal or expansion options under such Leases that are exercised after the Premises without Beneficiary's prior consentEffective Date), (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is there are no outstanding agreements entered into by Seller with a new lessee having a credit standing at least equivalent to brokers or agents for the payment of commissions or fees for the procurement of tenants and/or occupants that of will be binding on Buyer and/or the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled leaseProperty after Closing, (iii) modify other than general landlord maintenance obligations under the Leases, there are no outstanding landlord improvement obligations under a Lease, or any such lease so as to shorten the unexpired term thereof tenant improvement allowances or so as to decrease, waive free rent periods which remain unpaid or compromise in outstanding under any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunderLease, (iv) accept prepayments of more than one month Seller has not received any notices of any installments items of rents work, repair, maintenance or construction to become due under be completed by Seller pursuant to any Lease and, to Seller’s knowledge, there is no such leaseswork to be done, except prepayments in the nature of security for the performance of the lessees thereunder, and (v) modifyneither Seller nor any tenant under any Lease is in monetary default under any Lease, release Seller has not given or terminate received any guaranties notice of default under the Leases which has not been cured, to Seller’s actual knowledge, no material non-monetary default exists under any Leases, and Seller has no knowledge of any such lease fact or (vi) in any other manner impair facts which would now or with the value giving of the Mortgaged Property notice or the security hereof. (b) Grantor will not execute any lease passage of all or time be a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee default under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms thereof by Seller, as landlord under the Leases or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in tenant under the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interestLeases. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.​ ​ ​

Leases. (a) Grantor will not All Leases and all renewals of Leases executed after the date hereof shall (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consentprovide for economic terms, including rental rates, comparable to existing local market rates for similar properties, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled leasecommercially reasonable terms, (iii) modify any such lease so as to shorten the unexpired have a term thereof or so as to decrease, waive or compromise of not less than three (3) years (unless Lender approves in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunderwriting a shorter term), (iv) accept prepayments have a term of not more than one month of any installments of rents to become due under such leasesfifteen (15) years, except prepayments including all extensions and renewals (unless Lender approves in the nature of security for the performance of the lessees thereunderwriting a longer term), (v) modifyprovide 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, release or terminate any guaranties of any such lease or (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), (viii) not be with any Affiliate of Borrower, Guarantor or Manager, and (ix) not contain (1) any option to purchase, any right of first option to purchase or any right of first refusal to purchase which are exercisable prior to the Maturity Date and which are not expressly subordinate to Lender’s rights and remedies under, and the Lien of, the Security Instrument, or (2) any right to terminate (except in the event of destruction or condemnation of all or substantially all of the Property), any requirement for a non-disturbance or recognition agreement, or any other manner impair terms which could materially adversely affect Lender’s rights under the value Loan Documents; provided that, in connection with renewals of Leases existing on the Mortgaged Property or date hereof, any applicable term that would otherwise breach the security hereofrequirements set forth in this Section 4.1.9(a) shall be permitted to the extent necessary to implement a renewal term expressly contained in the applicable Lease and with respect to which Borrower has no discretion. (b) Grantor will not execute any lease of all or a substantial portion of Borrower (i) shall perform the Premises except for actual occupancy by obligations which Borrower is required to perform under the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of Leases; (ii) shall enforce the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee obligations to be performed thereunder. If any of such leases provide for the giving by the lessee Tenants thereunder; (iii) shall promptly furnish to Lender any notice of certificates with respect default or termination received by Borrower from any Tenant, and any notice of default or termination given by Borrower to the status of such leases, Grantor shall exercise its right to request such certificates within five any Tenant; (5iv) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) collect any payment of rent or additional rent Rents for more than one (1) month in advanceadvance of the time when the same shall become due, except prepayments for bona fide security deposits not in excess of an amount equal to two (2) 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 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, with the exception of the Termination Right under the Hilton Lease; and (viii) shall not, except with Lender’s prior consent, modify or amend any Lease (except as expressly permitted in subparagraph (c) below; and except, solely with respect to Leases that are not Major Leases, for minor modifications and amendments entered into in the nature ordinary course of security for business, consistent with prudent property management practices, not affecting the performance by said lessee economic terms of its obligations under said lease 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. (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, not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Borrower shall be permitted to modify or amend the Hilton Lease without Lender’s consent provided that (i) all terms, conditions and provisions set forth in this Section 4.1.9 are satisfied, other than those which are expressly modified pursuant to this subsection (c); (ii) any amendment renewal or extension term in such modification or extension shall not expire prior to the date which is five (5) years’ beyond the then current expiration date under the Hilton Lease (discounting any other renewal or extension options set forth therein); and (iii) after taking into account any modifications to the Rents payable thereunder, the pro forma Debt Service Coverage Ratio, as determined by Lender, shall be equal to or greater than 3.29:1.0. (d) Borrower shall not permit or consent to any assignment or sublease of the lease made any Major Lease without Lender’s prior approval (other than any assignment or sublease expressly permitted under a Major Lease pursuant to a unilateral right of Tenant thereunder not requiring the consent of Beneficiary or such successor in interest. Each lease shall also provide thatBorrower). (e) Upon Borrower’s request and at Borrower’s sole cost and expense, upon request by said successor in interest, such lessee 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 connection 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) 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 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 deposits unless replaced by cash deposits as described above, (ii) shall be issued by an institution reasonably satisfactory to Lender, (iii) shall, if permitted by the applicable Legal Requirements, name Lender as payee or instruments confirming such attornmentmortgagee thereunder (or, at Lender’s option, be fully assignable to Lender), and (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 satisfactory to Lender of Borrower’s compliance with the foregoing.

Leases. (a) Grantor will not (i) execute an Enter into, terminate or modify any Major Lease without the prior written consent of Agent. (i) Release the liability of any tenant under any Lease, (2) consent to any tenant’s withholding of rent or making monetary advances and off-setting the same against future rentals, (3) consent to any tenant’s claim of a total or partial eviction, (4) consent to a tenant termination or cancellation of any Major Lease, except as specifically provided therein, or (5) enter into any oral leases with respect to all or any portion of the Premises; (ii) Make any other assignment of the rents its entire or any part thereof from of its interest in or to any or all Leases, or any or all rents, issues, income or profits assigned hereunder, except as specifically permitted by the Premises without Beneficiary's prior consent, Loan Documents; (iiiii) except where the lessee is in default thereunder, terminate or consent to the cancellation or Accept a surrender of any lease Lease or convey or transfer, or suffer or permit a conveyance or transfer, of the Premises premises demised under any Lease or of any part thereofinterest in any Lease so as to effect, now existing directly or hereafter to be madeindirectly, having an unexpired term proximately or remotely, a merger of one (1) year the estates and rights of, or morea termination or diminution of the obligations of, provided, however, that any lease may be cancelled if promptly after tenant thereunder; any termination fees payable under a Lease for the cancellation early termination or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent shall be paid jointly to that of the lessee whose lease was cancelled, on substantially applicable Executing Subsidiary and the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, Lenders; (iv) accept prepayments of more than one month Alter, modify or change the terms of any installments guaranty of rents any Lease, or cancel or terminate any such guaranty or do or permit to become due under be done anything which would terminate any such leases, except prepayments in the nature guaranty as a matter of security for the performance of the lessees thereunder, law; (v) modify, release Waive or terminate excuse the obligation to pay rent under any guaranties Lease in excess of $10,000 in any such lease or Lease and $50,000 in the aggregate; (vi) Permit any of the Leases to become subordinate to any lien or liens other than liens securing the Indebtedness or liens for general real estate taxes not delinquent; or (vii) Execute hereafter any Lease unless there shall be included therein a provision providing that the tenant thereunder acknowledges that such Lease has been assigned pursuant to an Assignment of Leases and Rents and agrees not to look to Lenders as mortgagee, mortgagee in any other manner impair the value of possession or successor in title to the Mortgaged Property or the for accountability for any security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy deposit required by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained lessor under such Lease unless such sums have actually been received in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance cash by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor Lenders as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the tenant’s performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.Lease;

Leases. (a) Grantor will not (i) execute an assignment of Lender hereby approves the rents or any part thereof from Master Lease. Each Lease entered into after the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent date hereof shall be subject to the cancellation or surrender prior written approval of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, Lender; provided, however, that so long as 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 Lease for which Lender’s consent may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due required under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereofthis Section 5.7. (b) Grantor will Borrower shall not, and shall not execute any lease permit Property Owner or Master Tenant to, orally or in writing, without the prior written consent of all 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 substantial portion 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 Premises except for actual occupancy by Master Lease on the lessee thereunder 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 its property manager, and will at all times promptly and faithfully perform, or take any action as may be appropriate to cause to be performed, all of the covenantsterms, 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 agreements under the Master Lease shall be kept unimpaired and free from default. Notwithstanding anything to the contrary contained herein, 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 Property Owner and Master Tenant to, (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 all leases of the Premises or portions thereof now or hereafter existing, Leases on the part of the lessor lessee thereunder to be kept observed or performed, short of termination thereof except that Borrower may permit Property Owner and/or Master Tenant to terminate any 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 the prior written consent of Lender other than as may 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 no Event of Default is continuing, not permit any subletting of any space covered by a Lease 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. Borrower shall cause Property Owner or Master Tenant to, deliver to each new Tenant a Tenant Notice (as defined in, 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 Owner or Master Tenant. Borrower shall cause Property Owner and Master Tenant to use commercially reasonable efforts to provide in each Lease executed after 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 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 will at all times observed by it under the Master Lease and do all things reasonably necessary to compel 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 by the lessee under each lease and observance, in all material respects, of all obligations, of the covenants and agreements by such lessee required to be performed thereunder. If any of such leases provide for and/or observed under the giving by the lessee of certificates with respect to the status of such leasesMaster Lease, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receiptin a commercially reasonable manner. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.

Leases. (a) Grantor will not All Leases and all renewals of Leases executed after the date hereof (other than renewals of existing Leases which are required pursuant to the terms of such Leases) shall (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consentprovide for economic terms, including rental rates comparable to existing local market rates for similar properties, (ii) except where the lessee is be on commercially reasonable terms, (iii) unless Lender approves in default thereunderwriting a shorter term, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired have a term of not less than one (1) year (provided that the requirement set forth in this clause (iii) shall not apply to license agreements or moreLeases which demise less than 5,000 square feet of space at the Property), (iv) provide that such Lease is subordinate to the March 31, 2003 Mortgage and the Assignment of Leases and that the tenant thereunder will attorn to Lender and any purchaser at a foreclosure sale, (v) 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), (vi) not be to an Affiliate of Borrower or any Guarantor and (vii) not contain any option to purchase, any right of first refusal to purchase, any requirement for a non-disturbance or recognition agreement (provided that any Lease with a national retailer may contain a requirement that Lender enter into a subordination, non-disturbance and recognition agreement on Lender's then current form), 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, which approval shall not, so long as no Event of Default is continuing, be unreasonably withheld or delayed (provided, that Lender's failure to approve or disapprove Borrower's request to enter into, renew or modify such Major Lease within 10 Business Days after Lender's receipt of such 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 written request before the expiration of such ten (10) Business Day period). Lender shall execute and deliver a subordination non-disturbance and attornment agreement in form and substance acceptable to Lender to Tenants under any future Major Lease approved by Lender or any other Lease with a national retailer 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 Lease without Lender's prior approval, which shall not be unreasonably withheld (provided that any lease may Lender's approval shall not be cancelled if promptly after required for the cancellation termination or surrender thereof of any Lease (1) which demises less than 5,000 square feet of space at the Property or (2) to the extent that the subject space is concurrently relet to a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, creditworthy tenant); (iii) modify shall not collect any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for Rents more than one (1) month in advance, except prepayments advance (other than security deposits); (iv) shall not execute any assignment of lessor's interest in the nature Leases or the Rents (except as contemplated by the Loan Documents); and (v) shall not without Lender's consent, which consent shall not be unreasonably withheld, alter, modify or change any Lease so as to decrease the amount of security or payment date for rent, shorten the performance term in any material respect or materially reduce the obligations of the lessee or increase the obligations of lessor (provided that Lender's consent shall not be required with respect to any Lease which demises less than 5,000 square feet of space at the Property). Upon request, Borrower shall furnish Lender with executed copies of all Leases. (c) 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, 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, March 31, 2003 conditioned 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 said lessee Borrower. Lender shall use good faith efforts to respond within five (5) Business Days after Lender's receipt of its obligations under said lease Borrower's written request for approval or consent of such term sheet. If Lender fails to respond to such request within 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 such term sheet if Lender fails to respond to such second written request before the expiration of such five (5) Business Day period; (ii) whenever Lender's approval or consent is required pursuant to the provisions of this Section 4.1.10 for any amendment matter that Lender has not previously approved a term sheet pursuant to Section 4.1.10(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 modification 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; (iii) whenever Lender's approval or consent is required pursuant to the provisions of this Section 4.1.10 for any matter that Lender has previously approved a term sheet pursuant to Section 4.1.10(c)(i) above, Lender shall use good faith efforts to respond within five (5) Business Days after Lender's receipt of Borrower's written request for such approval or consent. If Lender fails to respond to such request within five (5) Business Days, and Borrower sends a second request containing a legend in bold letters stating that Lender's failure to respond within five (5) Business Days shall be deemed consent or approval, Lender shall be deemed to have approved or consented to the matter for which Lender's consent or approval was sought if Lender fails to respond to such second written request before the expiration of such five (5) Business Day period, provided that there have been no material deviations from the term sheet and that the aggregate economics of the lease made without transaction are no less favorable to Borrower than as set forth in the term sheet; (iv) in the event that Lender shall have approved (or be deemed to have approved) a term sheet submitted by Borrower with respect to a certain Lease, Lender shall not withhold its approval or consent with respect to such Lease on the basis of Beneficiary any provisions of such Lease dealing with the items contained in the approved term sheet. (d) All security deposits of Tenants, whether held in cash or such successor in interestany 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. Each lease shall also provide thatBorrower shall, upon request Lender's request, if permitted by said successor applicable Legal Requirements, cause all such security deposits (and any interest theretofore earned thereon) to be transferred into the Deposit Account (which shall then be held by Agent in interesta separate Account), which shall be held by Agent subject to the terms of the Leases. Any bond or other instrument which Borrower is March 31, 2003 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 lessee deposits unless replaced by cash deposits as herein above described, (ii) shall execute 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 deliver an instrument or instruments confirming such attornment(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.

Leases. (a) Grantor will Mortgagor shall not (i) execute an assignment or pledge of any Lease relating to all or any portion of the rents Mortgaged Property other than in favor of Mortgagee, or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where as expressly permitted under the lessee is in default thereunderCredit Agreement, terminate without the prior written consent of Mortgagee (which consent shall not be unreasonably withheld or consent to the cancellation or surrender of delayed), execute any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value Lease of the Mortgaged Property or permit to exist any Lease of any of the security hereofMortgaged Property not already in existence prior to the date of this Mortgage. (b) Grantor will not execute As to any lease of all or a substantial portion of the Premises except for actual occupancy Lease consented to by the lessee thereunder or its property managerMortgagee, and will at all times Mortgagor shall: (i) promptly and faithfully perform, or cause to be performed, perform all of the covenants, conditions and agreements contained in all leases provisions of the Premises or portions thereof now or hereafter existing, Lease on the part of the lessor thereunder to be kept and performed and will at performed; (ii) promptly enforce all times do all things reasonably necessary to compel performance by of the provisions of the Lease on the part of the lessee under each lease of all obligations, covenants and agreements by such lessee thereunder to be performed thereunder. If performed; 323 13 (iii) appear in and defend any action or proceeding arising under or in any manner connected with the Lease or the obligations of such leases provide for the giving by Mortgagor as lessor or of the lessee of certificates thereunder; (iv) exercise, within 5 days after a request by Mortgagee, any right to request from the lessee a certificate with respect to the status of such leases, Grantor shall exercise its right thereof; (v) simultaneously deliver to request such certificates within five (5) days Mortgagee copies of any demand therefor notices of any material default (as reasonably determined in good faith by Beneficiary and shall Mortgagor) which Mortgagor may at any time forward to or receive from the lessee; (vi) promptly deliver copies thereof to Beneficiary Mortgagee a fully executed counterpart of the Lease; and (vii) promptly deliver to Mortgagee, upon receiptMortgagee's request, an assignment of the Mortgagor's interest under such Lease. (c) Mortgagor shall deliver to Mortgagee, within 10 days after a request by Mortgagee, a written statement, certified by Mortgagor as being true, correct and complete, containing the names of all lessees and other occupants of the Mortgaged Property, the terms of all Leases and the spaces occupied and rentals payable thereunder, and a list of all Leases which are then in default, including the nature and magnitude of the default. (d) All Leases entered into by Mortgagor after the date hereof, if any, and all rights of any lessees thereunder shall be subject and subordinate in all respects to the lien and provisions of this Mortgage unless Mortgagee shall otherwise elect in writing. (e) As to any Lease now in existence or subsequently consented to by Mortgagee, except as expressly permitted under the Credit Agreement, Mortgagor shall not accept a surrender or terminate, cancel, rescind, supplement, alter, revise, modify or amend such Lease or permit any such action to be taken nor shall Mortgagor accept the payment of rent more than thirty (30) days in advance of its due date. (f) In the event of the enforcement by Trustee or Beneficiary Mortgagee of the remedies provided for hereby or by lawany remedy under this Mortgage, the lessee under each of the leases of the Premise willLease shall, upon request of if requested by Mortgagee or any other person succeeding to the interest of Grantor Mortgagee as a result of such enforcement, automatically become the lessee of said attorn to Mortgagee or to such person and shall recognize Mortgagee or such successor in interest, interest as lessor under the Lease without change in the terms or other provisions of such lease, provided, thereof; provided however, that said Mortgagee or such successor in interest shall not be bound by be: (i) bound by any payment of an installment of rent or additional rent for which may have been made more than one (1) month in advance, except prepayments in 30 days before the nature due date of security for the performance by said lessee of its obligations under said lease or such installment; (ii) bound by any amendment or modification of to the lease Lease made without 324 14 the consent of Beneficiary Mortgagee or such successor in interest; (iii) liable for any previous act or omission of Mortgagor (or its predecessors in interest); (iv) responsible for any monies owing by Mortgagor to the credit of such lessee or subject to any credits, offsets, claims, counterclaims, demands or defenses which the lessee may have against Mortgagor (or its predecessors in interest); (v) bound by any covenant to undertake or complete any construction of the Premises or any portion thereof; or (vi) obligated to make any payment to such lessee other than any security deposit actually delivered to Mortgagee or such successor in interest. Each lease shall also provide thatlessee or other occupant, upon request by said Mortgagee or such successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment. In addition, Mortgagor agrees that each Lease entered into after the date of this Mortgage shall include language to the effect of subsections (d)-(g) of this Section; provided that the provisions of such subsections shall be self-operative and any failure of any Lease to include such language shall not impair the binding effect of such provisions on any lessee under such Lease.

Leases. (a) Grantor will not (i) execute an assignment No person has any possessory interest in the Mortgaged Property or right to occupy the same except under and pursuant to the provisions of the rents Leases and that certain parking license agreement with J. Paul Beitler Development Company dated on or about the date ▇▇▇▇▇▇, ▇▇▇ true and complete copies of Leases have been delivered to the Lender. The Leases are in full force and effect and there are no material defaults thereunder by the lessor and, to the Borrower's Knowledge, there are no material defaults thereunder by the applicable lessee and to its Knowledge there are no conditions that, with the passage of time or the giving of notice, or both, would constitute a material default thereunder. As to all Leases at the Mortgaged Property: (A) except as set forth on Exhibit G attached hereto, there are no outstanding landlord obligations with respect to tenant allowances or free rent periods or tenant improvement work, (B) all of the obligations and duties of the landlord under the Leases that are due or are to be performed (as applicable) on or prior to the date hereof have been fulfilled, and (C) there are no pending claims asserted by any Tenant for offsets or abatements against rent or any part thereof from the Premises without Beneficiary's prior consent, other monetary claim; (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, as set forth on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performedExhibit H attached hereto, all of the covenants, conditions Leases are free and agreements contained in all leases clear of any right or interest of any real estate broker or any other person (whether or not such brokers or other persons have negotiated the Leases or have contracted with the Property Owner or the Borrower for the collection of the Premises rents thereunder), and no brokerage or portions thereof now leasing commission or hereafter existingother compensation is or will be due or payable to any person, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligationsfirm, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates corporation or other entity with respect to or on account of any of the status Leases; (iii) the Property Owner is the sole owner of such leasesthe lessor's interest in all of the Leases and the Property Owner has not given or suffered any other assignment, Grantor shall exercise pledge or encumbrance in respect of any of the Leases or its interests thereunder (other than pursuant to the Senior Loan Documents), and the Property Owner has the sole right to request such certificates within five collect rents and other amounts due under the Leases (5subject to the rights of the Senior Lender under the Senior Loan Documents); (iv) no Tenant is more than thirty (30) days of any demand therefor by Beneficiary and shall deliver copies thereof in arrears on its rent or other amounts due to Beneficiary promptly upon receipt.the landlord under its Lease; and (cv) In except for the provisions of the Bank One Lease, the Holland & Knight Lease and the Citadel Lease described on Exhibit I attached hereto, none of the Leases contains any option to purchase, any right of first refusal to purchase or any right to terminate the lease term (except in the event of the enforcement by Trustee a Casualty or Beneficiary Condemnation affecting all or substantially all of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentMortgaged Property).

Leases. (a) Grantor will not All Leases, amendments and modifications to Leases and all renewals of Leases executed after the date hereof (except, as to any amendment, modification or renewal of any existing Lease executed after the date hereof, to the extent otherwise provided in such Lease as a unilateral right of the related Tenant without the consent of the Borrower, as landlord) shall (i) execute an assignment of provide for market rental rates in the rents or any part thereof from the Premises without Beneficiary's prior consentlocal market, (ii) except where be on commercially reasonable terms, (iii) provide that such Lease is subordinate to the applicable Mortgage and that the lessee is in default thereunder, terminate or consent will attorn to the cancellation or surrender mortgagee and any purchaser at a foreclosure sale, (iv) be written substantially in accordance with the standard form of Lease which shall have been approved by Lender (subject to any lease commercially reasonable changes made in the course of negotiations with the applicable Tenant) and (v) not contain any option to purchase, any right of first refusal to purchase, any right to terminate (except in the event of the Premises destruction or condemnation of any part thereofa substantial portion of the related Property). All Major Leases and all renewals, now existing amendments, modifications, extensions, assignments and subleases thereof executed after the date hereof shall be subject to Lender’s prior approval, which approval shall not be unreasonably withheld or hereafter to be made, having an unexpired term of one (1) year or moredelayed, provided, however, Lender’s consent shall not be required for (A) any extensions, assignments or subleases to the extent the Tenant may unilaterally exercise such right under its Lease without the consent of Borrower or (B) any extension, renewal or amendment to a Major Lease to the extent that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease net effective rent payable under such Major Lease is entered into with a new lessee having a credit standing at least equivalent to that not reduced and the length of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any term of such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereofMajor Lease is not decreased. (b) Grantor will not execute any lease of all or Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a substantial portion of commercially reasonable manner; (ii) shall enforce the Premises except for actual occupancy by the lessee thereunder or its property managerterms, covenants and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on Leases upon the part of the lessor lessee thereunder to be kept and observed or performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as in a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, commercially reasonable manner; provided, however, that said successor that, except in interest connection with a default by the Tenant thereunder, Borrower shall not terminate or accept a surrender of a Major Lease without Lender’s prior approval, which approval shall not be bound by unreasonably withheld; provided, further, that, Borrower shall not waive (iwhether pursuant to a termination, settlement or surrender agreement or otherwise) any payment material right or claims of rent or additional rent for Borrower arising due to such default by the Tenant without Lender’s prior approval, which approval shall not be unreasonably withheld; (iii) shall not collect any of the Rents more than one (1) month in advanceadvance (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 Major Lease so as to decrease the amount of or payment date for rent, change the expiration date, grant any option for additional space, grant any option for an additional term, materially reduce the obligations of the lessee or increase the obligations of lessor, in each case, in a manner materially adverse to Borrower and/or Lender, except prepayments in to the nature of security for extent a Lease permits such an alteration or amendment by the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made Tenant without the consent of Beneficiary the Borrower as landlord; (vi) shall hold all security deposits under all Leases in accordance with Legal Requirements; and (vii) shall not permit or consent to any assignment of any Major Lease without Lender’s prior written reasonable approval (other than assignments expressly permitted under any Major Lease pursuant to a unilateral right of the Tenant thereunder not requiring the consent of Borrower). Borrower shall furnish Lender with executed copies of all Leases and amendments thereto promptly following execution thereof. (c) Notwithstanding anything to the contrary in Section 4.1.9(a), provided an Event of Default shall not have occurred and be continuing, whenever Lender’s approval or consent is required pursuant to the provisions of Sections 4.1.9(a) or (b) (including, without limitation, any assignment of a Lease or a sublease of space demised pursuant to a Lease), Lender shall use good faith efforts to respond within ten (10) Business Days after Lender’s receipt of Borrower’s written request for such successor approval or consent together with all information reasonably required by Lender to make its determination. Lender’s request for additional information shall be deemed a response hereunder. If Lender fails to respond to such request within ten (10) Business Days, and Borrower sends a second written request containing a legend in interest. Each lease bold letters stating that Lender’s failure to respond within an additional five (5) Business Days shall also provide thatbe deemed consent or approval, upon 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. (d) Within ten (10) Business Days after written request by said successor Borrower, Lender shall deliver a subordination, non-disturbance and attornment agreement on Lender’s form (with such modifications thereto requested by the Tenant and as may be reasonably acceptable to Lender) to any Tenants under any Lease, provided Borrower shall reimburse Lender any actual, reasonable out-of-pocket third-party expenses incurred by Lender in interestconnection with the same. (e) Borrower shall give Lender prompt written notice (containing a reasonably detailed description) in the event of: (i) the cancellation or termination of a Major Lease in violation of the terms and provisions of such Major Lease (or Borrower’s receipt of written notice from a Tenant under a Major Lease of its intent to cancel or terminate such Major Lease prior to the scheduled expiration date in violation of the terms and provisions of such Major Lease) and/or (ii) a default under a Major Lease beyond all applicable notice and cure periods. (f) During a Cash Management Sweep Period, Borrower shall notify Lender in writing, within five (5) Business Days following receipt thereof, of Borrower’s receipt of any Lease Termination Fee paid by any Tenant under any Lease, and Borrower further covenants and agrees that Borrower shall deposit such lessee Lease Termination Fee with Lender subject to and in accordance with Section 6.6 hereof. If a Cash Management Sweep Period is not in effect, then Borrower shall execute and deliver an instrument or instruments confirming deposit such attornmentany Lease Termination Fees into the Deposit Account to be applied in the same manner as proceeds of Business Income/Rent Loss Insurance.

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

Leases. (a) Grantor will Prior to the Approval Date, Sellers shall not (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to accept the cancellation or surrender of any lease existing Leases without the prior consent of Purchaser unless Sellers enter into a new Lease for the space demised under such terminated Lease which new Lease provides for an annual base rent in excess of the Premises annual base rent payable under the terminated Lease. In the event that Sellers terminate or accept the surrender of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect Lease without Purchaser's prior PURCHASE AND SALE AGREEMENT MPR PROPERTY written consent pursuant to the status of such leasesforegoing, Grantor Sellers shall exercise its right deliver copies thereof to request such certificates Purchaser within five (5) business days after execution thereof. Notwithstanding the foregoing, any termination of the Payless Shoes Lease at Plaza del Norte shall be subject to Section 3.6.5. Prior to the Approval Date, Sellers shall have the right to execute new leases in accordance with Sellers' past practices without the prior consent of Purchaser; provided that (a) the base or minimum rent payable for the space demised under such new Lease is not less than eighty percent (80%) of the base or minimum rent set forth on Exhibit 5.4 for such space, (b) the tenant thereunder is Credit-Worthy, (c) such Lease will not cause the violation of any demand therefor by Beneficiary exclusive use rights granted under, or prohibited use clause in, any other Lease at the Property, (d) the term (including renewal options) thereof shall not exceed ten (10) years in the case of any outparcel space Lease and five (5) years in the case of any other Lease, unless (i) in the case of any outparcel space Lease, the base rent as of the tenth (10th) anniversary of the rent commencement date (and as of each tenth (10th) anniversary thereafter, if applicable) is at least twenty percent (20%) more than the base rent payable at the beginning of the immediately preceding ten (10) year period or (ii) in the case of any other Lease, the base rent as of the fifth (5th) anniversary of the rent commencement date (and as of each fifth (5th)anniversary thereafter, if applicable) is at least twenty percent (20%) more than the base rent payable at the beginning of the immediately preceding five (5) year period; (e) such new Lease provides that the tenant thereunder will pay its proportionate share of common area maintenance charges, real estate taxes and insurance charges for the Project in which such tenant is leasing space, (f) such new Lease does not require the landlord thereunder to perform any tenant improvements (other than completion of the building in which the leased premises are located) or provide any tenant improvement allowance, (g) to the extent that a Seller is required to obtain the consent of the Lender or Servicer to such new Lease under the Loan Documents, such consent has been obtained, and (h) Sellers shall deliver copies thereof to Beneficiary promptly upon receipt. Purchaser within five (c5) business days after execution thereof. Prior to the Approval Date, Sellers also have the right to renew or amend any existing Leases in accordance with Sellers' past practices without the prior consent of Purchaser; provided that (w) any such amendment does not reduce the term of such Lease, (x) the base or minimum rent payable thereunder is not less than the base or minimum rent payable by such tenant prior to such renewal or amendment (unless such tenant has the right to renew its Lease pursuant to the express terms of its Lease), (y) the renewal term thereof shall not exceed ten (10) years in the case of any outparcel space and five (5) years in the case of any other Lease (unless such Lease provides for a longer renewal term as of the date hereof), unless the base rent payable as of the commencement of each renewal term in excess of five (5) or ten (10) years increases by not less than twenty percent (20%) over the base rent payable as of the commencement of the immediately preceding term; and (z) Sellers shall deliver copies thereof to Purchaser within five (5) business days after execution thereof. Except as specifically provided in this Section 5.4, prior to the Approval Date, Sellers shall not execute any new Lease or renew, amend or terminate any existing Leases (unless a Seller is required to renew, amend or terminate an existing Lease pursuant to the terms thereof) without the prior written consent of Purchaser, not to be unreasonably withheld or delayed. From and after the Approval Date, Sellers shall not execute any new Lease or renew, amend or terminate any existing Leases (unless a Seller is required to renew, amend or terminate an existing Lease pursuant to the terms thereof) without the prior written consent of Purchaser, not to be unreasonably withheld or delayed. In the event that Purchaser's consent is required to any of the enforcement by Trustee or Beneficiary of the remedies provided foregoing, Purchaser will be deemed to have approved any such action if Purchaser fails to respond to any request for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result consent within five (5) business days after receipt of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent request for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentconsent.

Leases. All leases, licenses and other agreements with regard to the ------ occupancy of the Projects, including patient and resident care agreements and service agreements which include an occupancy agreement, including the Operator Leases (a"LEASES"), shall be in form and substance reasonably acceptable to Lender; provided Borrowers need not seek Lender's approval for any new Qualified Non-Residential Lease entered into hereafter. Borrowers shall cause each Operator to submit for Lender's approval a copy of the form of residential Lease each Operator proposes to utilize at its Project(s), and all residential Leases entered into after the Closing Date shall be on forms reasonably approved by Lender without material modification. Lender must approve all non-residential Leases of any part of any Project; provided, however, Lender's approval shall not be required for (but the applicable Borrower shall cause the applicable Operator to provide Lender with a copy of) Grantor the execution, amendment, surrender or termination of any Lease of non-residential space with an occupant thereof which provides for market rentals and otherwise contains market terms and provisions, so long as such Lease is not entered into with Guarantor or any of its or any Borrower's Affiliates, does not have a term (including extension options in favor of lessee) in excess of two (2) years and will not (iin Lender's reasonable estimation) execute an assignment account for Twenty-Five Thousand and No/100 Dollars ($25,000.00) or more of the rents or any part thereof gross revenue from the Premises without Beneficiary's prior consent, (ii) except where the lessee is applicable Project in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year period (a "QUALIFIED NON-RESIDENTIAL LEASE"). On the Closing Date, Borrowers shall deliver to Lender a rent roll showing all existing Leases. On the Closing Date, all existing Leases shall be in full force and effect and Borrowers shall submit a revised and recertified rent roll for the Projects. If any non-residential leases, other than Qualified Non-Residential Leases, exist or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is are hereafter entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leasesany Project, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee tenant thereunder shall execute and deliver to Lender prior to the Closing or prior to execution thereof by a Borrower or an instrument or instruments confirming such attornmentOperator, as applicable, a Subordination and Attornment Agreement in a form acceptable to Lender, if requested by Lender.

Leases. (a) Grantor will not No Seller shall (i) execute an assignment of enter into any new Lease or license affecting the rents Real Property owned by such Seller, or any part thereof from the Premises without Beneficiary's prior consentportion thereof, or (ii) except where terminate, amend, or cancel, renew, or extend any existing Lease (all such activity in the lessee is foregoing clauses (i)–(ii) hereinafter referred to as “Leasing Activity”), in default thereundereach case, terminate or without the prior consent of Purchaser, in Purchaser’s sole discretion. Seller shall notify Purchaser of its intent to do any Leasing Activity, which notice shall include the cancellation or surrender of any lease material terms of the Premises proposed Leasing Activity (including all economic terms thereof) and if Purchaser neither approves or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any disapproves of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates Leasing Activity within five (5) business days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event receipt of notice of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by lawsame, the lessee under each of the leases of the Premise will, upon request of any person succeeding Purchaser shall be deemed to the interest of Grantor as a result of have approved such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, Leasing Activity); provided, however, notwithstanding anything stated to the contrary herein, each Seller may, at any time without Purchaser's consent, enter into any amendment to a Lease memorializing existing renewal, contraction, or expansion rights in favor of a Tenant that said successor are expressly set forth in interest such Tenant’s existing Lease, provided that if there are any economic or other material terms that must be established in connection with such renewal or expansion, same shall be subject to Purchaser’s consent. In the event that any Seller enters into a new Lease or an amendment providing for an extension, expansion, leasehold improvements to be completed by the landlord under the Lease or any allowance payable to the tenant thereunder, provided that Purchaser has not objected to the execution of such Lease or amendment pursuant to the terms hereof, Purchaser shall be bound by (i) any responsible for the payment of rent all such leasing commissions and allowances and the cost of all improvements contemplated thereby (and, to the extent that Sellers incur any of such payments or additional rent for more than one (1) month costs prior to a Closing, Sellers shall receive a credit in advance, except prepayments in the nature respect of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, amounts at such lessee shall execute and deliver an instrument or instruments confirming such attornmentClosing).

Leases. (a) Grantor will not (i) execute an assignment As of the rents Closing Date, no Borrower is a party to or a guarantor of any part thereof from indebtedness under a Capital Lease. (The Borrowers have provided the Premises without Beneficiary's prior consentAdministrative Agent with a list of all other locations where they have effective Leases (including any synthetic leases) as of the Closing Date). Each of such Leases is and, (ii) if entered into after the Closing Date, each Capital Lease will be, in full force and effect, except where the lessee failure to be in full force and effect could not reasonably be expected to have a material adverse effect upon the Borrowers' condition (financial or otherwise), business, operations, assets or income, taken as a whole. No party to any such Lease or Capital Lease is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties violation of any such lease Lease or Capital Lease where such default or violation could not reasonably be expected to have a material adverse effect upon the Borrowers' condition (vi) in any other manner impair the value financial or otherwise), business, operations, assets or income, taken as a whole. As of the Mortgaged Property Closing Date, no Borrower has received any notice or threat of cancellation of any such Lease or Capital Lease, except for cancellations which could not reasonably be expected to have a material adverse effect upon the security hereof. Borrowers' condition (bfinancial or otherwise), business, operations, assets or income, taken as a whole. Each Borrower hereby authorizes the Administrative Agent from time to time during the existence of an Event of Default to contact any of the Borrowers' respective landlords in order to confirm the Borrowers' continued compliance with the terms and conditions of the Lease(s) Grantor between the subject Borrower and that landlord and to discuss such issues, concerning the subject Borrower's occupancy under such Lease(s), as the Administrative Agent may reasonably determine. The Borrowers will not execute enter into any synthetic lease of all on or a substantial portion after the Closing Date without the prior written consent of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receiptAdministrative Agent. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.

Leases. (a) Grantor will not (i) execute an assignment Uniroyal-CA has good and valid title to the lessees' interests under the Leases, and except for the permitted liens disclosed on Schedule 4.1(e), the Leases shall be free and clear of the rents or any part thereof from the Premises without Beneficiary's prior consent, all Liens. (ii) except where Schedule 4.1(e) sets forth a complete and accurate listing or description of all Leases. To Uniroyal-CA's Knowledge, no event of default under any such Lease by Uniroyal-CA or by any other party to any such Lease has occurred and is continuing which (whether with or without the lessee is in default thereundergiving of notice, terminate lapse of time or consent to both, or the cancellation or surrender happening of any lease of other event) would constitute a default under such Lease; each such Lease will, subject to obtaining any consent listed in Schedule 4.1(c), and having the Premises or of any part thereofUniroyal-Bayer Transfer, now existing or hereafter Assignment and Assumption Agreement, Bayer Transfer, Assignment and Assumption Agreement and Uniroyal Transfer, Assignment and Assumption Agreement executed by all parties thereto, continue to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after in full force and effect against the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, Partnership and lessor on substantially the same terms as and conditions immediately after the terminated or cancelled lease, (iii) modify Closing without the need for any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, further action on the part of the lessor thereunder Partnership. With respect to real property Leases, Schedule 4.1(e) lists the location of the leased premises, the dates of the Leases and any and all amendments thereto, the annual rental amount and the duration thereof. (iii) Each Lease constitutes the legal, valid and binding obligation of each of the parties thereof, except to the extent that such enforceability may be kept limited by applicable bankruptcy, insolvency, reorganization and similar laws of general application relating to or affecting creditors' rights generally and general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. Except as set forth on Schedule 4.1(e), Uniroyal-CA, and to Uniroyal-CA's Knowledge, the other parties to the Leases, have performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee material obligations required to be performed under the Leases through the Closing Date and are not (with or without the lapse of time or the giving of written notice, or both) in breach or default in any respect thereunder. If any of such leases provide for the giving by the lessee of certificates with respect Uniroyal-CA shall have delivered to the status of such leasesBayer-CA a true, Grantor shall exercise its right to request such certificates within five (5) days correct and complete copy of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receiptall Leases. (civ) In the event of the enforcement The real property exclusively occupied by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding Uniroyal-CA pursuant to the interest of Grantor real property lease described in item 1(a) on Schedule 4.1(e) has been and currently is used by Uniroyal-CA as office space and for no other purpose. The real property exclusively occupied by Uniroyal-CA pursuant to the real property lease described in item 1(b) on Schedule 4.1(e) has been and currently is used by Uniroyal-CA as office space and as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or research sample facility and for no other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentpurpose.

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

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

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

Leases. Debtor agrees that all leases of the Collateral shall include a provision providing that Debtor may assign its interest in the Collateral without the prior written consent of the lessee under such lease. Dated: ------------------------------- DEBTOR: W & W LEASING COMPANY, INC. ------------------------------------- Name of individual, corporation or partnership By Title ------------------------------------------------ -------------------- If corporation, have signed by President, Vice President or Treasurer, and give official title. If owner or partner, state which. SECURED PARTY: THE CIT GROUP/EQUIPMENT FINANCING, INC. By Title ----------------------------------------------- --------------------- To: -------------------------------------------------------------------- Address --------------------------------------------------------------------- City State Zip Code Rural/Metro Corporation, a Delaware corporation, requests you to extend credit to or to purchase security agreements, leases, notes, accounts and/or other obligations (aherein generally termed "paper") Grantor of or from or otherwise to do business with ------------------------------------------------------------------------------- Company City State hereinafter called the "Company," and to induce you so to do and in consideration thereof and of benefits to accrue to each of us therefrom, we, as a primary obligor, unconditionally guarantee to you that the Company will fully and promptly pay and perform all its present and future obligations to you, whether direct or indirect, joint or several, absolute or contingent, secured or unsecured, matured or unmatured and whether originally contracted with you or otherwise acquired by you, irrespective of any invalidity or unenforceability of any such obligation or the insufficiency, invalidity or unenforceability of any security therefor; and agrees, without your first having to proceed against the Company or to liquidate paper or any security therefor, to pay on demand all sums due and to become due to you from the Company and all reasonable losses, costs, attorneys' fees or expenses which may be suffered by you by reason of the Company's default or default of any of the undersigned hereunder; and agrees to be bound by and on demand to pay any deficiency established by a sale of paper and/or security held, with or without notice to us. This guaranty is an unconditional guarantee of payment and performance. We shall not be released or discharged, either in whole or in part, by your failure or delay to perfect or continue the perfection of any security interest in any property which secures the obligations of the Company or us to you, or to protect the property covered by such security interest. No termination shall be effective except by notice sent to you by certified mail return receipt requested naming a termination date effective not less than 90 days after the receipt of such notice by you; or affect any transaction effected prior to the effective date of termination. We waive: notice of acceptance hereof; presentment, demand, protest and notice of nonpayment or protest as to any note or obligation signed, accepted, endorsed or assigned to you by the Company; any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which we may now or hereafter have against the Company or any other person directly or contingently liable for the obligations guaranteed hereunder, or against or with respect to the Company's property (including, without limitation, property collateralizing its obligations to you), arising from the existence or performance of this guaranty; all exemptions laws and any other demands and notices required by law; all setoffs and counterclaims; any and all defenses based on suretyship or any other applicable law, including without limitation all rights and defenses arising out of (i) execute an assignment election of remedies by you even though that election of remedies may have destroyed rights of subrogation and reimbursement against the rents Company by operation of law or any part thereof from the Premises without Beneficiary's prior consentotherwise, (ii) except where the lessee is in default thereunder, terminate or consent protections afforded to the cancellation Company pursuant to antideficiency or surrender of any lease of similar laws limiting or discharging the Premises or of any part thereof, now existing or hereafter Company's obligations to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled leaseyou, (iii) modify any such lease so as the invalidity or unenforceability of this guaranty, (iv) the failure to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount notify us of the rents payable thereunder or materially expand disposition of any property securing the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunderCompany, (v) modifythe commercial reasonableness of such disposition or the impairment, however caused, of the value of such property, and (vi) any duty on your part (should such duty exist) to disclose to us any matter, fact or thing related to the business operations or condition (financial or otherwise) of the Company or its affiliates or property, whether now or hereafter known by you. You may at any time and from time to time, without our consent, without notice to us and without affecting or impairing the obligation of any of us hereunder, do any of the following: (a) renew, extend (including extensions beyond the original term of the respective item of paper), modify (including changes in interest rates), release or terminate discharge any guaranties obligations of the Company, of its customers, of co-guarantors (whether hereunder or under a separate instrument) or of any such lease other party at any time directly or (vi) in contingently liable for the payment of any other manner impair the value of the Mortgaged Property or the security hereof.said obligations; (b) Grantor will not execute any lease accept partial payments of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all said obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.; (c) In accept new or additional documents, instruments or agreements relating to or in substitution of said obligations; (d) settle, release (by operation of law or otherwise), compound, compromise, collect or liquidate any of said obligations and the event security therefor in any manner; (e) consent to the transfer or return of the enforcement by Trustee security, take and hold additional security or Beneficiary of the remedies provided guaranties for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.obligations;