Common use of Leasing Clause in Contracts

Leasing. (a) Mortgagor shall not, without Mortgagee’s prior approval in each instance, which approval shall not be unreasonably withheld or delayed: (i) enter into or change, amend or modify, in any manner whatsoever, any Lease, License or other agreement for the rental or occupancy of all or any portion of the Property (each a “Lease”); (ii) terminate or cancel, or accept a surrender or suffer or permit any cancellation, termination or surrender or suffer or permit any cancellation, termination or surrender of, any Lease, in any manner whatsoever or (iii) receive, collect or accept, or permit the receipt, collection or acceptance of, any prepayment of rent or other charges under any Lease for more than one month, except that Mortgagor may, at the time of the execution of any Lease, accept rent security deposits, which shall be held by Mortgagor in accordance with Subsection 2.12(b) hereof. (b) Mortgagor shall at all times fully and promptly comply with, keep and perform all of the terms, covenants, provisions and conditions of any and all Leases on the part of the landlord thereunder to be complied with, kept and performed, and will not do or permit anything to be done which will constitute a breach of any of the terms, covenants, provisions and conditions of any of such Leases. Mortgagor shall enforce the performance and observance of each and every term, covenant, provision and condition of each and every Lease to be performed or observed on the part of the tenant thereunder. Mortgagor shall give prompt notice to Mortgagee of: (i) any notice received by Mortgagor of any default by the landlord or the lessee under any Lease; (ii) the commencement of any action or proceeding by any tenant or lessor the purpose of which shall be the cancellation of any Lease or a diminution or abatement of the rent payable thereunder; or (iii) the interposition by any tenant of any defense or counterclaim in any action or proceeding brought by Mortgagor against such tenant; and Mortgagor will cause a copy of any process, pleading or notice received or served by Mortgagor in reference to any such action, defense or claim to be promptly delivered to Mortgagee. Mortgagor shall hold in trust all security deposits and advance rent given on account of any Lease, and deposit such security in a bank or trust company and shall not mingle such funds with other funds. Mortgagor shall repay or apply such funds only in accordance with the provisions of the applicable Leases.

Leasing. (a) Mortgagor shall not, without Mortgagee’s prior approval in each instance, which approval Borrower shall not enter into any Lease for any portion of the Property or any portion thereof except self-storage tenants, and Leases relating to outdoor parking spaces, in Borrower’s ordinary course of business and pursuant to Borrower’s standard lease form heretofore provided by Borrower to, and approved by, Administrative Agent (the “Standard Lease Form”); (b) Borrower shall observe and perform all of the covenants, terms, conditions and agreements contained in the Leases to be unreasonably withheld observed or delayed: performed by the lessor thereunder, and Borrower shall not do or suffer to be done anything to impair the security thereof. Borrower shall not (iA) release the liability of any tenant under any Lease, (B) consent to any tenant’s withholding of Rents or making monetary advances and off-setting the same against future rentals, (C) consent to any tenant’s claim of a total or partial eviction, (D) consent to a tenant termination or cancellation of any Lease, except as specifically provided therein, or (E) enter into or change, amend or modify, in any manner whatsoever, any Lease, License or other agreement for the rental or occupancy of oral leases with respect to all or any portion of the Property Mortgaged Property; (each a “c) Borrower shall not collect any of the Rents assigned hereunder more than thirty (30) days in advance of the time when the same shall become due and payable, except for (A) the first month’s Rent due and payable under the execution of the applicable Lease”); (iiB) terminate security or cancelsimilar deposits; and (C) Borrower may collect advance Rents in an amount not to exceed ten percent (10%) of all Rents collected in that year;. (d) Borrower shall not make any other assignment of its entire or any part 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 Loan Documents; (e) Borrower shall not modify the terms and provisions of the Standard Lease Form, other than in the ordinary course of business, nor shall Borrower give any consent (including, 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 Lease, without Administrative Agent’s prior written consent, other than in the ordinary course of business; (f) Borrower shall not accept a surrender of any Lease or convey or transfer, or suffer or permit a conveyance or transfer, of the premises demised under any cancellationLease or of any interest in any Lease so as to effect, directly or indirectly, proximately or remotely, a merger of the estates and rights of, or a termination or surrender or suffer or permit any cancellation, termination or surrender diminution of the obligations of, any tenant thereunder; (g) Borrower shall not waive or excuse the obligation to pay Rents under any Lease; (h) Borrower 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 obligations, duties or liabilities of the lessor or any tenant or guarantor thereunder, and shall pay all reasonable costs and expenses of Administrative Agent, including court costs and reasonable attorneys’ fees, in any manner whatsoever such action or proceeding in which Administrative Agent may appear; (iiii) receiveas may be done in accordance with Borrower’s existing leasing procedures and policies, collect Borrower shall enforce the observance and performance of each covenant, term, condition and agreement contained in each Lease to be observed and performed by the tenants and guarantors thereunder; (j) Borrower shall not permit any of the Leases to become subordinate to any lien or accept, liens other than liens securing the indebtedness secured hereby or permit the receipt, collection or acceptance of, liens for general real estate taxes not delinquent; and (k) If any prepayment of rent or other charges tenant under any Lease is or becomes the subject of any proceeding under the Federal Bankruptcy Code, as amended from time to time, or any other federal, state or local statute which provides for more than one month, except that Mortgagor may, at the time possible termination or rejection of the execution Leases assigned hereby, Borrower covenants and agrees that if any such Lease is so terminated or rejected, no settlement for damages shall be made without the prior written consent of Administrative Agent (not to be unreasonably withheld), and any check in payment of damages for termination or rejection of any Leasesuch Lease will be made payable both to Borrower and Administrative Agent, accept rent security depositsand provided there then exists no Event of Default, which shall be held endorsed or otherwise transferred by Mortgagor in accordance with Subsection 2.12(b) hereofAdministrative Agent to Borrower. (b) Mortgagor shall at all times fully and promptly comply with, keep and perform all of the terms, covenants, provisions and conditions of any and all Leases on the part of the landlord thereunder to be complied with, kept and performed, and will not do or permit anything to be done which will constitute a breach of any of the terms, covenants, provisions and conditions of any of such Leases. Mortgagor shall enforce the performance and observance of each and every term, covenant, provision and condition of each and every Lease to be performed or observed on the part of the tenant thereunder. Mortgagor shall give prompt notice to Mortgagee of: (i) any notice received by Mortgagor of any default by the landlord or the lessee under any Lease; (ii) the commencement of any action or proceeding by any tenant or lessor the purpose of which shall be the cancellation of any Lease or a diminution or abatement of the rent payable thereunder; or (iii) the interposition by any tenant of any defense or counterclaim in any action or proceeding brought by Mortgagor against such tenant; and Mortgagor will cause a copy of any process, pleading or notice received or served by Mortgagor in reference to any such action, defense or claim to be promptly delivered to Mortgagee. Mortgagor shall hold in trust all security deposits and advance rent given on account of any Lease, and deposit such security in a bank or trust company and shall not mingle such funds with other funds. Mortgagor shall repay or apply such funds only in accordance with the provisions of the applicable Leases.

Leasing. (a) Mortgagor shall not, without Mortgagee’s prior approval in each instance, which approval Borrower shall not enter, modify or terminate any Lease except in the ordinary course of business or otherwise in accordance with the terms of the Assignment of Leases and Rents between Lender and Borrower. (b) Except as otherwise permitted under the Assignment of Leases and Rents, Borrower shall not enter into any Lease for any portion of the Property exceeding 5,000 square feet, except to self-storage tenants in Borrower’s ordinary course of business and pursuant to Borrower’s standard lease form approved, or deemed approved, by Lender in writing (the “Standard Lease Form”), (c) Borrower shall observe and perform all of the covenants, terms, conditions and agreements contained in the Leases to be unreasonably withheld observed or delayed: performed by the lessor thereunder, and the Borrower shall not knowingly do or suffer to be done anything to impair the security thereof. The Borrower shall not (i) enter into release the liability of any tenant under any Lease except in the ordinary course of Borrower’s business, (ii) consent to any tenant’s withholding of Rent in violation of such tenant’s Lease, (iii) consent to any tenant’s claim of a total or changepartial eviction, amend (iv) consent to a tenant termination or modify, in any manner whatsoever, cancellation of any Lease, License except as specifically provided therein or other agreement for in the rental ordinary course of Borrower’s business, or occupancy of (v) enter into any oral leases with respect to all or any portion of the Property Property. (each a “d) Except for advance rental arrangements in effect prior to the date hereof, Borrower shall not collect any of the Rents assigned hereunder more than thirty (30) days in advance of the time when the same shall become due and payable, except for (i) the first month’s Rent due and payable under the execution of the applicable Lease”); , (ii) terminate security or cancelsimilar deposits, and (iii) Borrower may collect advance Rents in an amount not to exceed ten percent (10%) of all Rent collected in that year. (e) Borrower shall not make any other assignment of its entire or any part of its interest in or to any or all Leases, or accept a surrender any or suffer all Rents, issues, income or permit profits assigned hereunder, except as specifically permitted by the Loan Documents. (f) Borrower shall not modify its Standard Lease Form in any cancellationmaterial respect without obtaining the Lender’s prior written consent (not to be unreasonably withheld, termination conditioned or surrender delayed). (g) Borrower shall not waive or suffer or permit any cancellation, termination or surrender of, excuse the obligation to pay Rent under any Lease, other than in the ordinary course of Borrower’s business. (h) Borrower 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 whatsoever or (iii) receive, collect or accept, or permit the receipt, collection or acceptance of, any prepayment of rent or other charges under connected with any Lease for more than one monthor the obligations, except that Mortgagor may, at the time duties or liabilities of the execution lessor or any tenant or guarantor thereunder, and shall pay all actual costs and expenses of the Lender, including court costs and reasonable attorneys’ fees, in any Lease, accept rent security deposits, such action or proceeding in which shall be held by Mortgagor in accordance with Subsection 2.12(b) hereofthe Lender may appear. (bi) Mortgagor shall at all times fully and promptly comply with, keep and perform all of the terms, covenants, provisions and conditions of any and all Leases on the part of the landlord thereunder to be complied with, kept and performed, and will not do or permit anything to be done which will constitute a breach of any of the terms, covenants, provisions and conditions of any of such Leases. Mortgagor shall enforce the performance and observance of each and every term, covenant, provision and condition of each and every Lease to be performed or observed on the part of the tenant thereunder. Mortgagor Borrower shall give prompt notice to Mortgagee of: (i) the Lender of any notice received by Mortgagor of any material default by the landlord or the lessee lessor under any Lease; (ii) the commencement of any action or proceeding by Lease received from any tenant or lessor guarantor thereunder. (j) Borrower shall enforce the purpose observance and performance of which each material covenant, term, condition and agreement contained in each Lease to be observed and performed by the tenants and guarantors thereunder. (k) Borrower shall not permit any of the Leases to become subordinate to any lien or liens other than liens securing the indebtedness secured hereby or liens for general real estate taxes not delinquent. (l) Not later than ten (10) days after the Lender’s written request, Borrower shall deliver to Lender a certified occupancy report for the Property as of the last day of the most recently ended calendar quarter in a form reasonably satisfactory to Lender. The foregoing obligation shall be the cancellation of any Lease or a diminution or abatement of the rent payable thereunder; or (iii) the interposition by any tenant of any defense or counterclaim in any action or proceeding brought by Mortgagor against such tenant; and Mortgagor will cause a copy of any process, pleading or notice received or served by Mortgagor in reference addition to any such action, defense or claim to be promptly delivered to Mortgagee. Mortgagor shall hold obligations of Borrower set forth in trust all security deposits and advance rent given on account of any Lease, and deposit such security in a bank or trust company and shall not mingle such funds with other funds. Mortgagor shall repay or apply such funds only in accordance with the provisions of the applicable LeasesLoan Agreement.

Leasing. Borrower may not enter into a Lease for any portion of the Property without Agent’s prior written consent acting in the reasonable and good faith exercise of its discretion; provided however that Borrower may, without Lender’s prior consent, enter into one or more Leases for food and beverage or retail operations which individually and in the aggregate do not exceed 1,000 square feet of the total combined food and beverage and retail spaces identified in the Approved Plans and Specifications. With respect to any permitted Lease for the Property requiring Lender’s consent, Borrower (ai) Mortgagor shall observe and perform, or cause to be performed, the obligations imposed upon the lessor under such Lease; (ii) shall enforce the terms, covenants and conditions contained in such Lease upon the part of the lessee thereunder to be observed or performed; (iii) shall not, without Mortgagee’s the prior approval written consent of Agent, terminate or accept a surrender of such Lease or any portion thereof (other than a termination of such Lease in each instancethe event that the underlying tenant is in material default of its obligations under such Lease) or take any action that would permit any party to such Lease to terminate such Lease or any potion thereof with respect to, which approval shall not be unreasonably withheld or delayed: (i) enter into or changeotherwise surrender, amend or modify, in any manner whatsoever, any Lease, License or other agreement for the rental or occupancy of all or any portion of its premises, or recapture all or any portion of a tenant’s premises whether by termination, subleasing from the Property tenant or otherwise; (each a “Lease”iv) shall not collect any of the rents under such Lease more than one (1) month in advance of the due date; (v) shall not execute any other assignment of lessor’s interest in such Lease or the Rents related thereto (except as contemplated by the Loan Documents); (iivi) terminate shall not alter, amend, modify, supplement or cancelchange any material terms of the Lease, which for the avoidance of doubt, shall include any change to the signage at the Property provided to any tenant, or accept a surrender grant any waivers or suffer or permit any cancellation, termination or surrender or suffer or permit any cancellation, termination or surrender of, any Lease, in any manner whatsoever or consents without the prior written consent of Agent; and (iiivii) receive, collect or accept, or permit the receipt, collection or acceptance of, any prepayment of rent or other charges under any Lease for more than one month, except that Mortgagor may, shall execute and deliver at the request of Agent all such further assurances, confirmations and assignments in connection with such Lease as Agent shall from time of the execution of any Lease, accept rent security deposits, which shall be held by Mortgagor in accordance with Subsection 2.12(b) hereofto time require. (b) Mortgagor shall at all times fully and promptly comply with, keep and perform all of the terms, covenants, provisions and conditions of any and all Leases on the part of the landlord thereunder to be complied with, kept and performed, and will not do or permit anything to be done which will constitute a breach of any of the terms, covenants, provisions and conditions of any of such Leases. Mortgagor shall enforce the performance and observance of each and every term, covenant, provision and condition of each and every Lease to be performed or observed on the part of the tenant thereunder. Mortgagor shall give prompt notice to Mortgagee of: (i) any notice received by Mortgagor of any default by the landlord or the lessee under any Lease; (ii) the commencement of any action or proceeding by any tenant or lessor the purpose of which shall be the cancellation of any Lease or a diminution or abatement of the rent payable thereunder; or (iii) the interposition by any tenant of any defense or counterclaim in any action or proceeding brought by Mortgagor against such tenant; and Mortgagor will cause a copy of any process, pleading or notice received or served by Mortgagor in reference to any such action, defense or claim to be promptly delivered to Mortgagee. Mortgagor shall hold in trust all security deposits and advance rent given on account of any Lease, and deposit such security in a bank or trust company and shall not mingle such funds with other funds. Mortgagor shall repay or apply such funds only in accordance with the provisions of the applicable Leases.

Leasing. (a) Mortgagor shall not, without MortgageeIn addition to and not as a limitation on Manager’s prior approval in each instance, which approval shall not be unreasonably withheld or delayed: duties hereunder: (i) enter into or change, amend or modify, in Manager shall use its reasonable efforts (i) to obtain the compliance of tenants with regard to their obligations under their leases and reasonably notify Owner of any manner whatsoever, any Lease, License or other agreement for noncompliance such that Owner may enforce the rental or occupancy of all or any portion of the Property (each a “Lease”); same and (ii) terminate to ensure that Owner is in compliance with any leases or cancel, or accept a surrender or suffer or permit any cancellation, termination or surrender or suffer or permit any cancellation, termination or surrender of, any Lease, in any manner whatsoever or other restrictive covenants affecting the Project; (iiiii) Manager shall receive, collect or acceptconsider, or permit the receiptevaluate and keep complete records with respect to, collection or acceptance of, any prepayment of rent or other charges under any Lease for more than one monthand, except that Mortgagor mayas specifically limited by other provisions of this Agreement, at shall as directed by Owner handle, compromise or settle, the time complaints of the execution of any Lease, accept rent security deposits, which shall be held by Mortgagor in accordance with Subsection 2.12(b) hereof. (b) Mortgagor shall at all times fully and promptly comply with, keep and perform all of the terms, covenants, provisions and conditions of any and all Leases on the part of the landlord thereunder to be complied with, kept and performed, and will not do tenants or permit anything to be done which will constitute a breach users of any of the terms, covenants, provisions and conditions services or facilities of the Project; (iii) Manager shall give prompt Notice to the Owner of any defaults by any of such Leases. Mortgagor shall the tenants under their leases and shall, with the prior approval of Owner (and at Owner’s cost), institute in its own name or in the name of the Owner, any necessary legal actions or proceedings to collect all charges, rents, and monetary damages from the tenants or other persons in possession or to cancel or terminate any leases or to dispossess the tenants or other persons in possession on grounds of nonpayment of any amount due (or on grounds of any other failure to perform) under the applicable lease or otherwise enforce the performance and observance provisions of each and every termthe leases; and (iv) notwithstanding anything herein to the contrary, covenantwithout the prior consent of Owner, provision and condition Manager: (1) shall not waive, excuse, condone, discount, set off, compromise or in any manner release or discharge any tenant (or any guarantor under any guaranty of each and every Lease any lease) from its obligations under its lease (or such guaranty); (2) shall not cancel, terminate or consent to be performed the surrender of any lease; (3) shall not commence any action, suit or observed proceedings for the collection of rent, for removal or for the dispossession of any tenant or exercise any right of recapture provided in any lease; (4) shall not modify, or in any way alter the provisions of any lease in a manner which would reduce the rent thereunder, shorten the term thereof, impose additional obligations on the part landlord thereunder, or reduce the obligations of the tenant thereunder. Mortgagor ; (5) shall give prompt notice not relocate any tenant within the Project; (6 ) shall not consent to Mortgagee of: any modification of the express purposes for which any Tenants premises have been leased; (i7) enter into, renew or materially modify any notice received by Mortgagor contract affecting the Project; (8) shall not consent to any subletting of any default by part of the landlord or the lessee under Project, to any Lease; (ii) the commencement assignment of any action or proceeding lease by any tenant Tenant thereunder, or lessor the purpose of which shall be the cancellation to any assignment or further subletting of any Lease or a diminution or abatement of the rent payable thereunder; or (iii) the interposition by any tenant of any defense or counterclaim in any action or proceeding brought by Mortgagor against such tenantsublease; and Mortgagor will cause a copy of any process, pleading or notice received or served by Mortgagor in reference to any such action, defense or claim to be promptly delivered to Mortgagee. Mortgagor shall hold in trust all security deposits and advance rent given on account of any Lease, and deposit such security in a bank or trust company and (9) shall not mingle such funds with take any other funds. Mortgagor shall repay or apply such funds only action related to the Project except as provided in accordance with the provisions of the applicable Leases.this Agreement..

Leasing. (a) Mortgagor shall notEnter into a new individual Lease or a Lease renewal affecting space (i) consisting of 3,500 square feet in the aggregate or more of the space (measured by square footage in a Property) of any Real Property or (ii) which requires the payment of rent which is less than 95% of the "target effective rental rate" (as defined in the applicable Approved Annual Budget) for rent for such Real Property as set forth in the applicable Approved Annual Budget (a "Material Lease"), without Mortgagee’s prior approval or modify or amend the same in any material manner, in each instance, case without the consent of the Lender (which approval consent shall not be unreasonably withheld withheld, conditioned or delayed: ); (ib) enter into or change, amend or modify, in any manner whatsoever, any Lease, License or other agreement for the rental or occupancy of all or any portion of the Property (each Terminate a “Lease”); (ii) terminate or cancel, or accept a surrender or suffer or permit any cancellation, termination or surrender or suffer or permit any cancellation, termination or surrender of, any Lease, in any manner whatsoever or (iii) receive, collect or accept, or permit the receipt, collection or acceptance of, any prepayment of rent or other charges under any Lease for more than one month, except that Mortgagor may, at 3,500 square feet in the time aggregate or more of the execution space (measured by square footage in a Property) of any LeaseProperty, accept rent security depositswithout the consent of the Lender (which consent shall not be unreasonably withheld, which shall be held by Mortgagor in accordance with Subsection 2.12(b) hereof.conditioned or delayed); and (bc) Mortgagor shall at all times fully Fail to (i) substantially observe and promptly comply with, keep and substantially perform all of the material obligations imposed upon the lessor under the Leases with respect to a Property in a commercially reasonable manner; or (ii) substantially enforce the material terms, covenants, provisions covenants and conditions of any and all contained in such Leases on upon the part of the landlord lessee thereunder to be complied withobserved or performed in a commercially reasonable manner. For purposes of the foregoing subsections, kept separate leases with the same Tenant or with Affiliates of a Tenant shall be aggregated. Notwithstanding anything to the contrary in the foregoing, each Borrower, Platform Affiliate and performed, and will not do Property Affiliate shall have the right to terminate or permit anything to be done which will constitute a breach of any of the terms, covenants, provisions and conditions of any of such Leases. Mortgagor shall enforce the performance and observance of each and every term, covenant, provision and condition of each and every Lease to be performed or observed on the part of the tenant thereunder. Mortgagor shall give prompt notice to Mortgagee of: (i) any notice received by Mortgagor of any default by the landlord or the lessee under any Lease; (ii) the commencement of any action or proceeding by any tenant or lessor the purpose of which shall be the cancellation termination of any Lease or a diminution or abatement of the rent payable thereunder; or (iii) the interposition by any tenant of any defense or counterclaim in any action or proceeding brought by Mortgagor against such tenant; and Mortgagor will cause a copy of any process, pleading or notice received or served by Mortgagor in reference to any such action, defense or claim to be promptly delivered to Mortgagee. Mortgagor shall hold in trust all security deposits and advance rent given on account of any Lease, and deposit such security in a bank or trust company and shall not mingle such funds with other funds. Mortgagor shall repay or apply such funds only in accordance with the provisions terms thereof in the event that a default by the Tenant thereunder has occurred. Any Lease submitted to Lender for the Lender's approval shall be accompanied by a certificate signed by the Borrowers containing a summary of the applicable Leasesmaterial terms of such Lease (including the economic terms and any termination options).

Leasing. (a) Except as set forth on Schedule C annexed hereto and made a part hereof, Mortgagor represents that there are no Leases now in effect. Mortgagor shall notnot enter into any Lease of all or any part of the Premises or amend, renew, extend or otherwise modify in any material respect any Lease, or, except for security deposits, accept rent for a period of more than three months in advance, without Mortgagee’s prior approval in each instance, instance obtaining Mortgagee's prior written consent thereto which approval consent shall not be unreasonably withheld or delayed: (i) enter into or change. Mortgagor shall not terminate, amend or modify, in any manner whatsoever, any Lease, License or other agreement for the rental or occupancy of all or any portion of the Property (each a “Lease”); (ii) terminate or cancel, or accept a surrender or suffer cancel or permit any cancellationa surrender, termination or surrender cancellation of any Lease except where the tenant or suffer or permit any cancellationlessee under such Lease is in default thereunder. Mortgagor shall deliver to Mortgagee a duplicate original of each Lease promptly after the execution thereof. At the option of Mortgagee, termination or surrender of, any each Lease, in any manner whatsoever or (iii) receiveand all renewals, collect or acceptreplacements, or permit the receiptextensions, collection or acceptance ofand modifications thereof, any prepayment of rent or other charges under any Lease for more than one month, except that Mortgagor may, at the time and all rights of the execution of any Leasetenant thereunder, accept rent security deposits, which shall be held by subject and subordinate to this Mortgage, and to each and every advance made or thereafter made hereunder or under the Notes secured hereby and to all renewals, additions, supplements, modifications, consolidations, spreaders, replacements, and extensions of this Mortgage and all future Leases shall contain provisions obligating the lessees thereunder during the continuance of a Default hereunder to attorn to Mortgagee or any purchaser therefrom if Mortgagee or such purchaser succeeds to the interest of Mortgagor in accordance with Subsection 2.12(b) hereof. (b) under such Lease. Mortgagor shall at all times fully and promptly comply with, keep and perform all of the terms, covenants, provisions and conditions of obligations to be performed by the lessor under any and all Leases on the part of the landlord thereunder to be complied with, kept and performed, and will not do or permit anything to be done which will constitute a breach of any of the terms, covenants, provisions and conditions of any of such Leases. Mortgagor shall enforce do all things necessary to compel the performance and observance of each and every term, covenant, provision and condition of each and every Lease obligation to be performed or observed on by the part of the tenant thereunderlessees under such Leases. Mortgagor shall give prompt notice to Mortgagee of: of (ia) any notice received by Mortgagor of any default by the landlord or the lessee lessor under any Lease; , (iib) the commencement of any action or proceeding by any tenant or lessor the purpose of which shall be the cancellation of any Lease or a diminution or abatement of the rent payable thereunder; , (c) any notice of default given by Mortgagor to the tenant under any Lease, or (iiid) the interposition by any tenant of any defense or counterclaim in any action or proceeding brought by Mortgagor against such tenant; and Mortgagor will cause a copy of any process, pleading or notice received or served by Mortgagor in reference to any such action, defense or claim to be promptly delivered to Mortgagee. Mortgagor shall hold in trust all security deposits and advance rent given on account of any Lease, and deposit such security in a bank or trust company and shall not mingle commingle such funds with other funds. Mortgagor shall repay or apply such funds only in accordance with the provisions of the applicable Leases.

Leasing. (a) Mortgagor Borrower shall notuse and shall cause its Subsidiaries to use commercially reasonable efforts to maintain all leasable space in the Real Estate Assets which are not Mortgaged Properties leased at no less than fair market rental rates considering the type, without Mortgagee’s prior approval in use and location of the leased space and the nature of the tenant. (b) The Borrower and each instance, which approval shall not Guarantor will give notice to the Administrative Agent of any proposed new Lease that would be unreasonably withheld or delayed: (i) enter into or change, amend or modify, in with a Major Tenant within any manner whatsoever, any Lease, License or other agreement Mortgaged Property for the rental lease of space therein and shall provide to the Administrative Agent a copy of the proposed Lease and any and all agreements or occupancy documents related thereto, current financial information for the proposed tenant and any guarantor of the proposed Lease and such other information as the Administrative Agent may reasonably request. Neither the Borrower nor any Guarantor will lease all or any portion of the a Mortgaged Property (each a “Lease”); (ii) or amend, supplement or otherwise modify, terminate or cancel, or accept a surrender or suffer or permit any cancellation, termination or surrender or suffer or permit any cancellation, termination or the surrender of, or (if Borrower’s or such Guarantor’s consent is required under the terms of such Lease) consent to the assignment or subletting of, or grant any concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any now existing or future Lease relating to a Mortgaged Property without the prior written consent of the Administrative Agent; provided, however, with respect to any Lease which is not with a Major Tenant, the Borrower or any Guarantor may enter into any such Lease, or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or granting concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any such Lease, in any manner whatsoever each case in the ordinary course of business consistent with sound leasing and management practices for similar properties. To the extent the Administrative Agent’s approval or (iii) receiveconsent is required pursuant to this Section 8.3, collect or accept, or permit the receipt, collection or acceptance of, any prepayment of rent or other charges under any Lease for more than one month, except that Mortgagor may, at the time of the execution of any Lease, accept rent security deposits, which Administrative Agent’s approval shall be held deemed granted in the event the Administrative Agent fails to respond to the Borrower’s request within ten (10) Business Days if (A) Borrower has delivered to Administrative Agent and Administrative Agent’s counsel the applicable documents, with the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN TEN (10) BUSINESS DAYS FROM RECEIPT SHALL BE DEEMED TO BE ADMINISTRATIVE AGENT’S APPROVAL” prominently displayed in bold, all caps and fourteen (14) point or larger font in the transmittal letter requesting approval and (B) Administrative Agent does not approve or reject the applicable request within ten (10) Business Days from the date Administrative Agent and Administrative Agent’s counsel receive the request as evidenced by Mortgagor a certified mail return receipt or confirmation by a reputable national overnight delivery service (e.g., Federal Express) that the same has been delivered. The Borrower or Guarantors shall furnish the Administrative Agent with executed copies of all Leases or amendments thereto hereafter made. The Borrower or Guarantors shall deliver a Payment Direction Letter (as defined in accordance with Subsection 2.12(bthe Cash Collateral Agreement) to each new tenant of a Lease entered into after the date hereof. (b) Mortgagor shall at all times fully and promptly comply with, keep and perform all of the terms, covenants, provisions and conditions of any and all Leases on the part of the landlord thereunder to be complied with, kept and performed, and will not do or permit anything to be done which will constitute a breach of any of the terms, covenants, provisions and conditions of any of such Leases. Mortgagor shall enforce the performance and observance of each and every term, covenant, provision and condition of each and every Lease to be performed or observed on the part of the tenant thereunder. Mortgagor shall give prompt notice to Mortgagee of: (i) any notice received by Mortgagor of any default by the landlord or the lessee under any Lease; (ii) the commencement of any action or proceeding by any tenant or lessor the purpose of which shall be the cancellation of any Lease or a diminution or abatement of the rent payable thereunder; or (iii) the interposition by any tenant of any defense or counterclaim in any action or proceeding brought by Mortgagor against such tenant; and Mortgagor will cause a copy of any process, pleading or notice received or served by Mortgagor in reference to any such action, defense or claim to be promptly delivered to Mortgagee. Mortgagor shall hold in trust all security deposits and advance rent given on account of any Lease, and deposit such security in a bank or trust company and shall not mingle such funds with other funds. Mortgagor shall repay or apply such funds only in accordance with the provisions of the applicable Leases.

Leasing. With respect to Section 3.2(g) of the Security Agreement and the definition of “Permitted Lessee” and notwithstanding the provisions thereof: (a) Mortgagor No Permitted Lessee shall notbe in material financial or non-financial default under any loan, without Mortgagee’s prior approval in each instance, which approval shall not be unreasonably withheld or delayed: (i) enter into or change, amend or modify, in any manner whatsoever, any Lease, License note or other agreement for the rental or occupancy of all or any portion of the Property (each a “Lease”); (ii) terminate or cancel, or accept a surrender or suffer or permit any cancellation, termination or surrender or suffer or permit any cancellation, termination or surrender of, any Lease, in any manner whatsoever or (iii) receive, collect or accept, or permit the receipt, collection or acceptance of, any prepayment of rent or other charges under any Lease for more than one month, except that Mortgagor may, with FINAME at the time of the execution of any Lease, accept rent security deposits, which shall be held by Mortgagor in accordance with Subsection 2.12(b) hereof.a Permitted Lease is entered into; (b) Mortgagor shall at all times fully and promptly comply with, keep and perform all The consent of the terms, covenants, provisions and conditions Lender (who shall not be entitled to provide such consent without the consent of the Export Credit Guarantor) shall be required as a condition to the entering into of any and all Leases on lease of an Aircraft to any party that is incorporated in a Permitted Country or where the part Aircraft will not be registered in a Permitted Country unless, in any such case, the relevant lessee meets one of the landlord thereunder other criteria set forth in clauses (b), (c) or (d) of the definition of Permitted Lessee; provided that the Permitted Country list may be revised to eliminate any country requested to be eliminated by FINAME at the direction of Export Credit Guarantor or may be updated to include additional countries at the request of the Borrower but subject to the consent of FINAME and the Export Credit Guarantor; (c) Borrower shall provide written notice of its intent to enter into a Permitted Lease, such notice to be accompanied by the proposed documentation, as early as practicable but in no event less than 20 days before entering into such lease; (d) Any Permitted Lease shall be assigned as collateral security pursuant to a Lease Assignment, substantially in the form of Exhibit C to the Security Agreement; (e) Any lease (unless to a Permitted Lessee that is not a U.S. Certificated Air Carrier (as defined in the Security Agreement) entered into pursuant to Section 3.2(g) of the Security Agreement shall be entitled to the protections of Section 1110 (assuming no change in U.S. Law which would make such benefits unavailable to mortgaged or leased aircraft (as the case may be) generally under U.S. Law) and the Security Trustee and the Lender shall have received a legal opinion of outside counsel to Borrower to such effect (said opinion and such counsel to be reasonably satisfactory to Lender); (f) [Intentionally Omitted] (g) With respect to any Aircraft, no Permitted Lease thereof may have a term (including renewals) which extends beyond the Loan Maturity Date for the Relevant Loan used to finance such Aircraft; and (h) Any Officer’s Certificate delivered pursuant to Section 3.2(g)(viii) of the Security Agreement shall also confirm that all conditions precedent set forth in this subsection to any lease that is the subject of such Officer’s Certificate have been complied with, kept and performed, and will not do or permit anything to be done which will constitute a breach of any of the terms, covenants, provisions and conditions of any of such Leases. Mortgagor shall enforce the performance and observance of each and every term, covenant, provision and condition of each and every Lease to be performed or observed on the part of the tenant thereunder. Mortgagor shall give prompt notice to Mortgagee of: (i) any notice received by Mortgagor of any default by the landlord or the lessee under any Lease; (ii) the commencement of any action or proceeding by any tenant or lessor the purpose of which shall be the cancellation of any Lease or a diminution or abatement of the rent payable thereunder; or (iii) the interposition by any tenant of any defense or counterclaim in any action or proceeding brought by Mortgagor against such tenant; and Mortgagor will cause a copy of any process, pleading or notice received or served by Mortgagor in reference to any such action, defense or claim to be promptly delivered to Mortgagee. Mortgagor shall hold in trust all security deposits and advance rent given on account of any Lease, and deposit such security in a bank or trust company and shall not mingle such funds with other funds. Mortgagor shall repay or apply such funds only in accordance with the provisions of the applicable Leases.

Leasing. In addition to and not as a limitation on Manger's duties hereunder: (a) Mortgagor Manger shall not, without Mortgagee’s prior approval in each instance, which approval shall not be unreasonably withheld or delayed: (i) enter into or change, amend or modify, in any manner whatsoever, any Lease, License or other agreement for use its reasonable efforts to obtain the rental or occupancy compliance of all or any portion of the Property (each a “Lease”); (ii) terminate or cancel, or accept a surrender or suffer or permit any cancellation, termination or surrender or suffer or permit any cancellation, termination or surrender of, any Lease, in any manner whatsoever or (iii) receive, collect or accept, or permit the receipt, collection or acceptance of, any prepayment of rent or other charges tenants with regard to their obligations under any Lease for more than one month, except that Mortgagor may, at the time of the execution of any Lease, accept rent security deposits, which shall be held by Mortgagor in accordance with Subsection 2.12(b) hereof.their leases; (b) Mortgagor Manager shall at diligently review all times fully leases, subleases and promptly comply withassignments of leases for space in the Property by a tenant occupying space in the Property or a prospective tenant and submit the same to Owner for review, keep approval and perform all execution; (c) Upon the request of the termsOwner, covenantsprovide copies of all leases, provisions subleases and conditions of any and all Leases on assignments then in effect and/or deliver to the part of the landlord thereunder to be complied with, kept and performedOwner, and will not do to any persons designated by the Owner, a schedule of all then existing leases, which schedule shall provide such information concerning such leases and the tenants as the Owner shall reasonably request; (d) The Manager shall receive, consider, evaluate and keep complete records with respect to, and, except as specifically limited by other provisions of this Agreement, shall handle, compromise or permit anything to be done which will constitute a breach settle, the complaints of all tenants or users of any of the terms, covenants, provisions and conditions of any of such Leases. Mortgagor shall enforce the performance and observance of each and every term, covenant, provision and condition of each and every Lease to be performed services or observed on the part facilities of the tenant thereunder. Mortgagor Property; provided, however, the Manager is not authorized to, and shall not compromise or settle, or make any payment with respect to, any such complaint without the prior written consent of the Owner if such compromise, settlement or payment would reduce gross proceeds or increase expenses of the Property; (e) The Manager shall give prompt notice to Mortgagee ofthe Owner of any defaults by any of the tenants under their leases and shall, with the prior approval of Owner, institute in its own name or in the name of the Owner, any necessary legal actions or proceedings to collect all charges, rents, and monetary damages from the tenants or other persons in possession or to cancel or terminate any leases or to dispossess the tenants or other persons in possession on grounds of nonpayment of any amount due (or on grounds of any other failure to perform) under the applicable lease or otherwise enforce the provisions of the leases. The selection of any counsel engaged under this subparagraph shall be subject to the prior approval of the Owner, and no settlement shall be entered into in any matter without the Owner's approval; and Property Management Agreement (f) Notwithstanding anything herein to the contrary, without the prior consent of Owner, Manager: (i) shall not receive or collect any notice received by Mortgagor of any default by the landlord or the lessee under any Lease; rents for more than one month in advance (plus security deposits), (ii) the commencement shall not waive, excuse, condone, discount, set off, compromise or in any manner release or discharge any tenant (or any guarantor under any guaranty of any action lease) from its obligations under its lease (or proceeding by such guaranty); (iii) shall not cancel, terminate or consent to the surrender of any lease; (iv) shall not commence any action, suit or proceedings for the collection of rent, for removal or for the dispossession of any tenant or lessor the purpose exercise any right of which shall be the cancellation of any Lease or a diminution or abatement of the rent payable thereunder; or (iii) the interposition by any tenant of any defense or counterclaim recapture provided in any action or proceeding brought by Mortgagor against such tenantlease; and Mortgagor will cause a copy of any process, pleading or notice received or served by Mortgagor in reference to any such action, defense or claim to be promptly delivered to Mortgagee. Mortgagor shall hold in trust all security deposits and advance rent given on account of any Lease, and deposit such security in a bank or trust company and (v) shall not mingle such funds with other funds. Mortgagor shall repay modify, or apply such funds only in accordance with any way alter the provisions of any lease in a manner which would reduce the applicable Leasesrent thereunder, shorten the term thereof, impose additional obligations on the landlord thereunder, or reduce the obligations of the tenant thereunder; (vi) shall not relocate any tenant within the Property; (vii) shall not consent to any modification of the express purposes for which any Tenants premises have been leased; and (viii) shall not consent to any subletting of any part of the Property, to any assignment of any lease by any Tenant thereunder, or to any assignment or further subletting of any sublease.

Leasing. (a) Mortgagor From and after the Effective Date, Seller shall not, not enter into any new Lease Transaction without MortgageePurchaser’s prior approval in each instancewritten consent, which approval may be granted or withheld in Purchaser’s sole and absolute discretion except as otherwise provided in this Section 9.2(a). Notwithstanding the foregoing, Seller shall not be unreasonably withheld or delayed: required to obtain Purchaser’s consent (1) to (i) enter into any modification, renewal or change, amend or modify, in extension of any manner whatsoever, any Lease, License or other agreement for the rental or occupancy of all or any portion of the Property (each a “Lease”); Leases, or (ii) terminate grant any consent or cancelapproval under any of the Leases (including, without limitation, any consents or approvals requested by Vertex under Schedule 10.01 of the applicable Vertex Lease), in each case to the extent that (A) such consents or approvals are approvals of plans or specifications with respect to the buildout of the applicable leased premises, (B) such consents or approvals do not create additional obligations on Purchaser or risk of liability that will not be the responsibility of the applicable Master Tenant following Closing or (C) the same is required or permitted pursuant to the applicable terms of the relevant Lease and the applicable Lease does not call for any discretionary action on the part of Seller with respect thereto, or accept a surrender (2) to enter into any or suffer or permit any cancellation, termination or surrender or suffer or permit any cancellation, termination or surrender of, any all of the Boat Building Lease, the Cafeteria Lease or the Starbucks Lease. Notwithstanding the foregoing, in connection with any manner whatsoever matter with respect to which, under the applicable Lease, Seller may not unreasonably withhold its consent or approval, Purchaser shall be bound by the same standard. The review and approval process for any proposed new lease for space in the Improvements other than the Boat Building Lease, the Cafeteria Lease or the Starbucks Lease shall be as set forth in the applicable form of 11 Fan Pier Master Lease or form of 50 Northern Master Lease attached to this Agreement as Schedules 9.2(c)-1 and 9.2(c)-2, respectively, as if (iiii) receive, collect or accept, or permit the receipt, collection or acceptance of, any prepayment such form of rent or other charges under any Lease for more than one month, except that Mortgagor may, master lease were in effect at the time of such review and approval and (ii) such proposed lease constituted a Space Lease (as such term is defined in the execution applicable form of any Master Lease, accept rent security deposits, which shall be held by Mortgagor in accordance with Subsection 2.12(b) hereofunder the applicable form of Master Lease. (b) Mortgagor From and after the Effective Date, Seller shall at all times fully and promptly comply with, keep and perform all of the terms, covenants, provisions and conditions of not enter into any and all Leases on the part of the landlord thereunder to be complied with, kept and performed, and will not do or permit anything to be done which will constitute a breach of any of the terms, covenants, provisions and conditions of any of such Leases. Mortgagor shall enforce the performance and observance of each and every term, covenant, provision and condition of each and every Lease to be performed or observed on the part of the tenant thereunder. Mortgagor shall give prompt notice to Mortgagee of: (i) new service, management, leasing brokerage or any notice received by Mortgagor of any default by other contracts for the landlord Property or the lessee under any Lease; (ii) the commencement modifications, renewals or terminations of any action contracts, in either case that would be binding on Purchaser after Closing, without the written consent of Purchaser, which consent may be granted or proceeding by any tenant withheld in Purchaser’s sole discretion. If Purchaser does not notify Seller in writing of its consent or lessor the purpose of which disapproval within three (3) Business Days after notice thereof from Seller, Purchaser shall be the cancellation of any Lease or a diminution or abatement of the rent payable thereunder; or (iii) the interposition by any tenant of any defense or counterclaim in any action or proceeding brought by Mortgagor against deemed to have consented to such tenant; and Mortgagor will cause a copy of any process, pleading or notice received or served by Mortgagor in reference to requested action. If Purchaser disapproves any such actionrequest, defense or claim to be promptly delivered to Mortgagee. Mortgagor then Purchaser’s written notice shall hold specify the reasons for such disapproval. (c) At Closing, (i) Purchaser, as landlord, shall enter into a master lease substantially in trust all security deposits the form attached hereto as Schedule 9.2(c)-1 with 11 Fan Pier Master Tenant, as tenant, for the 11 Fan Pier Master Leased Premises (the “11 Fan Pier Master Lease”) and advance rent given on account of any (ii) Purchaser, as landlord, shall enter into a master lease substantially in the form attached hereto as Schedule 9.2(c)-2 with 50 Northern Master Tenant, as tenant, for the 50 Northern Master Leased Premises (the “50 Northern Master Lease, and deposit such security in a bank or trust company and shall not mingle such funds with other funds. Mortgagor shall repay or apply such funds only in accordance with the provisions of the applicable Leases”).

Leasing. (a) Mortgagor Grantor covenants and agrees that it shall not, not without Mortgagee’s the prior written approval of Beneficiary in each instance, which approval shall not may be unreasonably withheld or delayedin Beneficiary’s sole and absolute discretion: (ia) enter into or changeinto, amend or modify, in or amend any manner whatsoevernew Lease other than a Permitted Lease; (b) terminate, cancel, accept a surrender of, or waive any of the Leases (including but not limited to, any Leaseguaranty, License letter of credit or other agreement for the rental or occupancy of all or any portion of the Property (each a “Lease”credit support thereof); (iic) terminate or cancel, or accept a surrender or suffer or permit any cancellation, termination or surrender or suffer or permit any cancellation, termination or surrender of, any Lease, in any manner whatsoever or (iii) receive, collect or accept, or permit the receipt, collection or acceptance of, any prepayment of rent or other charges under any Lease of the Leases for more than one month, except that Mortgagor may, at the time of the execution of any Lease, accept rent security deposits, which shall be held by Mortgagor (1) month in accordance with Subsection 2.12(badvance; (d) hereof. (b) Mortgagor shall at all times fully and promptly comply with, keep and perform all of the terms, covenants, provisions and conditions of any and all Leases on the part of the landlord thereunder agree to be complied with, kept and performed, and will not do or permit anything to be done which will constitute a breach of subordinate any of the termsLeases to any other Lien (excluding any subordination of Grantor's landlord lien rights to any lender providing financing to a tenant, covenants, provisions and conditions at Grantor's discretion or as required under the applicable Lease); (e) discount the rent or other amounts payable under any of the Leases or release any Tenant or any other party liable for the performance of any Tenant's obligations under any of such the Leases. Mortgagor shall enforce ; (f) consent to any sublease or to the performance and observance assignment of each and every term, covenant, provision and condition of each and every Lease to be performed all or observed on the part of any Tenant's interest under the tenant thereunderLeases; or (g) in any other manner impair Beneficiary's rights with respect to or interest in the Rents and Profits. Mortgagor Any attempted entering into, termination, cancellation, surrender, modification, amendment, or subordination of a Lease in violation of this Section shall be void. Grantor shall give prompt immediate written notice to Mortgagee of: Beneficiary of (i) any material default by any Tenant under any of the Leases; (ii) any notice received by Mortgagor Grantor from any Tenant under any of the Leases claiming any default or breach by Grantor under such Tenant's Lease; and (iii) any other default by Grantor under any of the Leases of which Grantor is aware. Upon Beneficiary's request, Grantor shall furnish to Beneficiary all information which Beneficiary may require regarding Grantor's performance under any or all of the Leases. Beneficiary shall respond to any request for consent under Section 2.20 within ten (10) days of receipt of any default such request for consent, which request must be accompanied by all information and documentation that Beneficiary may reasonably require in order to make its determination with respect to such request (“Accompanying Information”), including without limitation, to the landlord or extent applicable, the lessee under any Lease; following: (i) a narrative from Grantor detailing the request for consent being sought from Beneficiary, (ii) a copy of the commencement of any action or proceeding by any tenant or lessor the purpose of which shall be the cancellation of any proposed Lease or a diminution amendment, termination, sublease or abatement assignment of the rent payable thereunder; existing Lease, or any letter of intent, proposal or term sheet evidencing any of the foregoing, and (iii) financial statements, credit checks, background searches and any other due diligence in the interposition by possession of Grantor regarding any tenant of any defense proposed tenant, guarantor, sublessee or counterclaim in any action or proceeding brought by Mortgagor against such tenant; and Mortgagor will cause a copy of any process, pleading or notice received or served by Mortgagor in reference assignee. In the event that Beneficiary shall fail to respond to any request for consent under Section 2.20 within such actionten (10) day period, defense Grantor may send a second request, which shall state in capitalized, bold faced 16 point type at the top of the first page that: “If Beneficiary fails to approve or claim to disapprove the request within ten (10) business days, such request shall be promptly delivered to Mortgagee. Mortgagor shall hold in trust all security deposits and advance rent given on account of any Leasedeemed approved”, and deposit if the Beneficiary shall fail to respond to such security in a bank or trust company and second request within such ten (10) business day period, the request shall not mingle such funds with other funds. Mortgagor shall repay or apply such funds only in accordance be deemed approved by the Beneficiary, provided that the Grantor has provided Beneficiary with the provisions of the applicable LeasesAccompanying Information.

Leasing. (a) Except as set forth on Schedule C annexed hereto and made a part hereof, Mortgagor represents that there are no Leases now in effect. Mortgagor shall notnot enter into any Lease of all or any part of the Premises or amend, renew, extend or otherwise modify in any material respect any Lease, or, except for security deposits, accept rent for a period of more than three months in advance, without Mortgagee’s prior approval in each instance, instance obtaining Mortgagee's prior written consent thereto which approval consent shall not be unreasonably withheld or delayed: (i) enter into or change. Mortgagor shall not terminate, amend or modify, in any manner whatsoever, any Lease, License or other agreement for the rental or occupancy of all or any portion of the Property (each a “Lease”); (ii) terminate or cancel, or accept a surrender or suffer cancel or permit any cancellationa surrender, termination or surrender cancellation of any Lease except where the tenant or suffer or permit any cancellationlessee under such Lease is in default thereunder. Mortgagor shall deliver to Mortgagee a duplicate original of each Lease promptly after the execution thereof. At the option of Mortgagee, termination or surrender of, any each Lease, in any manner whatsoever or (iii) receiveand all renewals, collect or acceptreplacements, or permit the receiptextensions, collection or acceptance ofand modifications thereof, any prepayment of rent or other charges under any Lease for more than one month, except that Mortgagor may, at the time and all rights of the execution of any Leasetenant thereunder, accept rent security deposits, which shall be held by subject and subordinate to this Mortgage, and to each and every advance made or thereafter made hereunder or under the Notes secured hereby and to all renewals, additions, supplements, modifications, consolidations, spreaders, replacements, and extensions of this Mortgage and all future Leases shall contain provisions obligating the lessees thereunder during the continuance of a Default hereunder to attorn to Mortgagee or any purchaser therefrom if Mortgagee or such purchaser succeeds to the interest of Mortgagor in accordance with Subsection 2.12(b) hereof. (b) under such Lease. Mortgagor shall at all times fully and promptly comply with, keep and perform all of the terms, covenants, provisions and conditions of obligations to be performed by the lessor under any and all Leases on the part of the landlord thereunder to be complied with, kept and performed, and will not do or permit anything to be done which will constitute a breach of any of the terms, covenants, provisions and conditions of any of such Leases. Mortgagor shall enforce do all NY1-497038 EXECUTION things necessary to compel the performance and observance of each and every term, covenant, provision and condition of each and every Lease obligation to be performed or observed on by the part of the tenant thereunderlessees under such Leases. Mortgagor shall give prompt notice to Mortgagee of: of (ia) any notice received by Mortgagor of any default by the landlord or the lessee lessor under any Lease; , (iib) the commencement of any action or proceeding by any tenant or lessor the purpose of which shall be the cancellation of any Lease or a diminution or abatement of the rent payable thereunder; , (c) any notice of default given by Mortgagor to the tenant under any Lease, or (iiid) the interposition by any tenant of any defense or counterclaim in any action or proceeding brought by Mortgagor against such tenant; and Mortgagor will cause a copy of any process, pleading or notice received or served by Mortgagor in reference to any such action, defense or claim to be promptly delivered to Mortgagee. Mortgagor shall hold in trust all security deposits and advance rent given on account of any Lease, and deposit such security in a bank or trust company and shall not mingle commingle such funds with other funds. Mortgagor shall repay or apply such funds only in accordance with the provisions of the applicable Leases.

Leasing. (a) Except as set forth on Schedule C annexed hereto and made a part hereof, Mortgagor represents that there are no Leases now in effect. Mortgagor shall not, without Mortgagee’s prior approval in each instance, which approval shall not be unreasonably withheld or delayed: (i) enter into or change, amend or modify, in any manner whatsoever, any Lease, License or other agreement for the rental or occupancy Lease of all or any portion part of the Property Premises or amend, renew, extend, abridge, cancel, terminate (each a “or commence any summary proceeding or other action in pursuance thereof), or otherwise modify any Lease”); (ii) terminate or cancel, or accept rent for a surrender or suffer or permit any cancellation, termination or surrender or suffer or permit any cancellation, termination or surrender of, any Lease, in any manner whatsoever or (iii) receive, collect or accept, or permit the receipt, collection or acceptance of, any prepayment period of rent or other charges under any Lease for more than one monthmonth in advance, except that without in each instance obtaining Mortgagee's prior written consent thereto. Mortgagor mayshall deliver to Mortgagee a duplicate original of each Lease promptly after the execution thereof. At the option of Mortgagee, at the time each Lease, and all renewals, replacements, extensions, and modifications thereof, and all rights of the execution of any Leasetenant thereunder, accept rent security deposits, which shall be held by subject and subordinate to this Mortgage, and to each and every advance made or thereafter made hereunder or under the Notes secured hereby and to all renewals, additions, supplements, modifications, consolidations, spreaders, replacements, and extensions of this Mortgage and all future Leases shall contain provisions obligating the lessees thereunder to attorn to Mortgagee or any purchaser therefrom if Mortgagee or such purchaser succeeds to the interest of Mortgagor in accordance with Subsection 2.12(b) hereof. (b) under such Lease. Mortgagor shall at all times fully and promptly comply with, keep and perform all of the terms, covenants, provisions and conditions of obligations to be performed by the lessor under any and all Leases on the part of the landlord thereunder to be complied with, kept and performed, and will not do or permit anything to be done which will constitute a breach of any of the terms, covenants, provisions and conditions of any of such Leases. Mortgagor shall enforce the performance and observance of each and every term, covenant, provision and condition of each and every Lease obligation to be performed or observed on by the part of the tenant thereunderlessees under such Leases. Mortgagor shall give prompt notice to Mortgagee of: of (ia) any notice received by Mortgagor of any default by the landlord or the lessee lessor under any Lease; , (iib) the commencement of any action or proceeding by any tenant or lessor the purpose of which shall be the cancellation of any Lease or a diminution or abatement of the rent payable thereunder; , (c) any notice of default given by Mortgagor to the tenant under any Lease, or (iiid) the interposition by any tenant of any defense or counterclaim in any action or proceeding brought by Mortgagor against such tenant; and Mortgagor will cause a copy of any process, pleading or notice received or served by Mortgagor in reference to any such action, defense or claim to be promptly delivered to Mortgagee. Mortgagor shall hold in trust all security deposits and advance rent given on account of any Lease, and deposit such security in a bank or trust company and shall not mingle such funds with other funds. Mortgagor shall repay or apply such funds only in accordance with the provisions of the applicable Leases.

Leasing. (a) Mortgagor During the period from the Effective Date until the expiration of the Inspection Period, Seller agrees to reasonably inform Purchaser in writing (which may be via email) as to the status of negotiations for any new Lease or any amendment or modification of any existing Lease (other than an amendment to evidence the Tenant's exercise of a right to renewal, extension or expansion in accordance with the terms set forth in the Lease) (collectively, a "Leasing Action"), provided that, until the expiration of the Inspection Period, (i) Purchaser shall notnot have the right to (A) be present or otherwise included for any such negotiations in connection with any Leasing Action, without Mortgagee’s prior or (B) communicate (whether orally, in writing or by any other means) with any Tenant, prospective tenant, lender or any Person acting or purporting to act on behalf of any Tenant, prospective tenant or lender, with respect to any Leasing Action, and (ii) Purchaser shall not have any consent or approval in each instancerights over the terms, covenants or conditions of any Leasing Action, which approval terms, covenants and conditions shall be satisfactory to Seller in its sole and absolute discretion, (iii) under no circumstance shall the execution or delivery of any Leasing Action be a condition precedent to Purchaser's obligations to close hereunder, and (iv) Seller shall not be unreasonably withheld or delayed: (i) enter into or change, amend or modify, in default under this Contract for failure to inform Purchaser of any manner whatsoever, any Lease, License or other agreement for Leasing Action which is not consummated pursuant to the rental or occupancy execution and delivery of all or any portion of the Property (each a “Lease”); (ii) terminate or cancel, or accept a surrender or suffer or permit any cancellation, termination or surrender or suffer or permit any cancellation, termination or surrender of, any Lease, in any manner whatsoever or (iii) receive, collect or accept, or permit the receipt, collection or acceptance of, any prepayment of rent or other charges under any Lease for more than one month, except that Mortgagor may, at the time of the execution of any Lease, accept rent security deposits, which shall be held by Mortgagor in accordance with Subsection 2.12(b) hereofdocuments and instruments evidencing such Leasing Action. (b) Mortgagor shall at all times fully and promptly comply with, keep and perform all During the period from the expiration of the termsInspection Period to the Closing Date, covenantsif (x) Purchaser is not in default under this Contract and/or (y) this Contract has not been terminated, provisions and conditions then, in any such event, Seller agrees not to enter into any Leasing Action without the prior written consent of any and all Leases on the part of the landlord thereunder Purchaser, not to be complied withunreasonably withheld, kept and performeddelayed or conditioned. If Seller provides Purchaser with written notice of a proposed Leasing Action, and will not do or permit anything to be done which will constitute a breach of any of the terms, covenants, provisions and conditions of any of such Leases. Mortgagor shall enforce the performance and observance of each and every term, covenant, provision and condition of each and every Lease to be performed or observed on the part of the tenant thereunder. Mortgagor shall give prompt notice to Mortgagee of: (i) any notice received by Mortgagor of any default by the landlord or the lessee under any Lease; (ii) the commencement of any action or proceeding by any tenant or lessor the purpose of which shall be the cancellation of any Lease or a diminution or abatement of the rent payable thereunder; or (iii) the interposition by any tenant of any defense or counterclaim in any action or proceeding brought by Mortgagor against such tenant; and Mortgagor will cause together with a copy of such Leasing Action, then, in such event, Purchaser shall have four (4) business days within which to object in writing to such proposal. Any proposal not objected to by Purchaser within such four (4) business day period shall be deemed approved by Purchaser and shall constitute Purchaser's agreement to assume any processspecified obligations incurred in connection with such proposal, pleading or notice received or served by Mortgagor in reference to including, without limitation, any such actionTenant Inducement Costs, defense or claim to be promptly delivered to Mortgagee. Mortgagor shall hold in trust all security deposits and advance rent given on account of any Leaseif, and deposit such security in only if, the Closing occurs. (c) Supplementing the foregoing, Purchaser acknowledges and approves the Lease Actions list on Schedule 9.1.2 attached hereto and made a bank or trust company and shall part hereof. (d) For the avoidance of doubt, it is not mingle such funds with other funds. Mortgagor shall repay or apply such funds only in accordance with the provisions of the applicable Leasesa condition precedent to Purchaser's obligation to close hereunder that ▇▇▇▇▇▇ enters into any Leasing Action.

Leasing. (a) Mortgagor Between the Effective Date and the expiration of the Inspection Period, Seller, in its sole and absolute discretion and without the consent of Purchaser, shall be permitted to enter into any new Lease for space in the Property which is presently vacant or which may become vacant prior to the expiration of the Inspection Period. If Seller enters into such a new Lease, Seller will provide Purchaser with written notice of such new Lease at least two (2) business days prior to expiration of the Inspection Period. Between the expiration of the Inspection Period and Closing, Seller shall not, without MortgageePurchaser’s prior approval in each instancewritten consent, which approval consent shall not be unreasonably withheld or delayed: (ia) amend, renew or extend any Lease in any respect, unless required by law or the terms of the existing lease; (b) grant a written Lease to any tenant occupying space without a written lease; or (c) terminate any lease or tenancy except by reason of a default by the tenant thereunder. Between the expiration of the Inspection Period and Closing, Seller shall not permit occupancy of, or enter into any new Lease for, space in the Property which is presently vacant or changewhich may hereafter become vacant without first giving Purchaser written notice of the identity of the proposed tenant, amend together with (a) a copy of the proposed Lease and a summary of the terms thereof in reasonable detail and (b) a statement of the amount of the brokerage commission, if any, payable in connection therewith and the terms of payment thereof. If Purchaser approves such proposed Lease, Purchaser shall so notify Seller within four (4) business days after receipt of Seller’s notice if such notice was personally delivered to Purchaser, or modifywithin seven (7) business days after the mailing of such notice by Seller to Purchaser, in any manner whatsoever, any which case Seller shall enter into the proposed Lease, License and the Reletting Expenses (as hereinafter defined) shall be prorated in each case over the term of the lease and apportioned as of the Closing and credited in favor of Seller at Closing. If Purchaser does not approve such proposed Lease, provided such Lease was at market rates and otherwise market terms, Seller shall be credited at Closing the rent and additional rent that would have been payable under the proposed Lease, from the date on which the tenant’s obligation to pay rent would have commenced if Purchaser had not objected until the Closing, less the amount of the brokerage commission specified in Seller’s notice and the reasonable cost of decoration or other agreement work required to be performed by the landlord under the terms of the proposed lease to suit the premises to the tenant’s occupancy (the “Reletting Expenses”), prorated in each case over the term of the proposed lease and apportioned as of the Closing. In no event shall the amount so credited to Seller for the rental or occupancy of all or any portion of Reletting Expenses exceed the Property (each a “Lease”); (ii) terminate or cancel, or accept a surrender or suffer or permit any cancellation, termination or surrender or suffer or permit any cancellation, termination or surrender of, any Lease, in any manner whatsoever or (iii) receive, collect or accept, or permit the receipt, collection or acceptance of, any prepayment of rent or other charges under any Lease for more than one month, except that Mortgagor may, at the time of the execution of any Lease, accept rent security deposits, which shall be held sums actually paid by Mortgagor in accordance with Subsection 2.12(b) hereofSeller on account thereof. (b) Mortgagor If any space is vacant at the time of Closing, Purchaser shall at all times fully accept the Property subject to such vacancy. From and promptly comply with, keep and perform all after the expiration of the termsInspection Period, covenantsSeller shall not grant any concessions or rent abatements for any period following the Closing without Purchaser’s prior written consent. Subject to the provisions of Section 3.6(c), provisions and conditions Seller does not warrant that any particular Lease or tenancy will be in force or effect at the Closing or that the tenants will have performed their obligations thereunder. The termination of any and all Leases Lease or tenancy prior to the Closing by reason of the tenant’s default shall not affect the obligations of Purchaser under this contract in any manner or entitle Purchaser to an abatement of or credit against the Purchase Price or give rise to any other claim on the part of the landlord thereunder to be complied with, kept and performed, and will not do or permit anything to be done which will constitute a breach of any of the terms, covenants, provisions and conditions of any of such Leases. Mortgagor shall enforce the performance and observance of each and every term, covenant, provision and condition of each and every Lease to be performed or observed on the part of the tenant thereunder. Mortgagor shall give prompt notice to Mortgagee of: (i) any notice received by Mortgagor of any default by the landlord or the lessee under any Lease; (ii) the commencement of any action or proceeding by any tenant or lessor the purpose of which shall be the cancellation of any Lease or a diminution or abatement of the rent payable thereunder; or (iii) the interposition by any tenant of any defense or counterclaim in any action or proceeding brought by Mortgagor against such tenant; and Mortgagor will cause a copy of any process, pleading or notice received or served by Mortgagor in reference to any such action, defense or claim to be promptly delivered to Mortgagee. Mortgagor shall hold in trust all security deposits and advance rent given on account of any Lease, and deposit such security in a bank or trust company and shall not mingle such funds with other funds. Mortgagor shall repay or apply such funds only in accordance with the provisions of the applicable LeasesPurchaser.

Leasing. With respect to the Aircraft, Airframe or any Engine, so long as no Payment Default, Bankruptcy Default or Event of Default has occurred and is continuing, enter into a lease with any Permitted Air Carrier, but only if: (ai) Mortgagor the Borrower shall notprovide written notice to Security Trustee of the Borrower's intent to enter into a Permitted Lease 10 days in advance of entering into such lease, without Mortgagee’s prior approval in each instancesuch notice to be accompanied by the proposed lease documents; (ii) At the time that the Borrower enters into such Permitted Lease, which approval such Permitted Lessee shall not be unreasonably withheld subject to any bankruptcy, insolvency, liquidation, reorganization, dissolution or delayedsimilar proceeding, shall not be seeking any reorganization or any readjustment of its debts and shall not be, or shall not have substantially all of its property, in the possession of any liquidator, trustee, receiver or similar person and, if such Permitted Lessee is a Permitted Foreign Air Carrier, the United States then maintains normal diplomatic relations with the country in which such Permitted Lessee has its principal executive offices (or in the case of Taiwan, diplomatic relations at least as good as those in effect on the Borrowing Date); (iii) Any such Permitted Lease: (i) enter into or change, amend or modify, in any manner whatsoever, any Lease, License or other agreement shall include provisions for the rental or occupancy maintenance, operation, possession, inspection and insurance of, and removal of Liens on, the Aircraft that are the same in all or any portion material respects as the applicable provisions of the Property (each a “Lease”); this Security Agreement, (ii) terminate shall provide that such Permitted Lessee may not further lease or canceltransfer its interests (except transfers of the type permitted in Sections 3.2(a) through 3.2(f)), or accept a surrender or suffer or permit any cancellation, termination or surrender or suffer or permit any cancellation, termination or surrender of, any Leaseinclusive, in any manner whatsoever the Aircraft, Airframe or Engines, and (iii) receive, collect or accept, or permit the receipt, collection or acceptance of, any prepayment of rent or other charges under any Lease for more than one month, except that Mortgagor may, at the time of the execution of any Lease, accept rent security deposits, which shall be held by Mortgagor in accordance with Subsection 2.12(b) hereof.expressly subject and subordinate to all the terms of this Agreement and to the rights, powers and remedies of Security Trustee hereunder; (biv) Mortgagor In connection with a lease to a Permitted Foreign Air Carrier, the Borrower shall at all times fully have furnished Security Trustee and promptly comply withLender an opinion (reasonably satisfactory to Lender and Security Trustee) of counsel (reasonably satisfactory to Lender and Security Trustee), keep and perform all in the country of the terms, covenants, provisions and conditions of any and all Leases on the part of the landlord thereunder to be complied with, kept and performed, and will not do or permit anything to be done which will constitute a breach of any of the terms, covenants, provisions and conditions of any domicile of such Leases. Mortgagor shall enforce the performance and observance of each and every termPermitted Foreign Air Carrier, covenant, provision and condition of each and every Lease to be performed or observed on the part of the tenant thereunder. Mortgagor shall give prompt notice to Mortgagee of: that (i) any notice received by Mortgagor the terms of any default by such lease are the landlord or legal, valid and binding obligations of the lessee parties thereto enforceable under any Lease; the Laws of such jurisdiction, (ii) the commencement of any action it is not necessary for Lender or proceeding by any tenant Security Trustee to register or lessor the purpose of which shall be the cancellation of any Lease qualify to do business in such jurisdiction, if not already so registered or qualified, as a diminution result, in whole or abatement in part, of the rent payable thereunder; or proposed lease, (iii) the interposition Laws of such jurisdiction of domicile require fair compensation by any tenant the government of any defense such jurisdiction, payable in a currency freely convertible into Dollars, for the loss of title to the Aircraft, Airframe or counterclaim Engines in any action the event of the requisition by such government of such title (unless the Borrower shall provide insurance in the amounts required with respect to hull insurance under Section 3.3(k) covering the requisition of title to the Aircraft, Airframe or proceeding brought Engines by Mortgagor the government of such jurisdiction so long as the Aircraft, Airframe or Engines are subject to such lease), (iv) the laws of such lessee's country of domicile would give recognition to the Borrower's title to, and Security Trustee's Lien in respect of, such Engine or the Airframe and to the registry of such Engine or the Airframe in the name of the Borrower (or the proposed lessee, as appropriate), (v) the agreement of such Permitted Foreign Air Carrier that its rights under the lease are subject and subordinate to all the terms of this Agreement and is enforceable against such tenant; and Mortgagor will cause a copy of any process, pleading or notice received or served by Mortgagor in reference to any such action, defense or claim to be promptly delivered to Mortgagee. Mortgagor shall hold in trust all security deposits and advance rent given on account of any LeasePermitted Foreign Air Carrier under applicable Law, and deposit (vi) there exist no possessory rights in favor of the Permitted Foreign Air Carrier under such security in a bank lease under the Laws of such Permitted Foreign Air Carrier's country of domicile that would, upon bankruptcy or trust company insolvency of or other default by the Borrower and shall assuming that at such time such Permitted Foreign Air Carrier is not mingle such funds with other funds. Mortgagor shall repay insolvent or apply such funds only bankrupt, prevent the return or repossession of the Aircraft in accordance with and when permitted by the provisions terms of Section 5 upon the exercise by Security Trustee of its remedies under Section 5; (v) The Borrower shall furnish to Security Trustee a certificate of its regularly retained independent insurance broker to the effect that the insurance required by Section 3.3(k) remains in effect at the time such lease is entered into; (vi) All necessary documents shall have been duly filed, registered or recorded in such public offices in the United States and in such country as may be required fully to preserve the title of the applicable LeasesBorrower, and the first priority perfected security interest (subject to Permitted Liens) of Security Trustee, in the Aircraft, Airframe and Engines; (vii) The Borrower shall reimburse Security Trustee and Lender for all of their reasonable out-of-pocket fees and expenses, including, without limitation, reasonable fees and disbursements of counsel, incurred by Security Trustee or Lender in connection with any such lease; and (viii) The Borrower shall have furnished to Security Trustee an Officer's Certificate to the effect that all conditions precedent provided for herein relating to entry into such lease have been complied with.

Leasing. (a) Mortgagor shall not, without Mortgagee’s prior approval The Borrower will cause the Property Owner and WASH to take or cause to be taken all reasonable steps within the power of the Property Owner and WASH to market and lease the leasable area of the Mortgaged Property and the Mezzanine Property in each instance, which approval shall accordance with sound and customary leasing and management practices for similar properties. The Borrower will not be unreasonably withheld allow the Property Owner or delayed: (i) enter into or change, amend or modify, in any manner whatsoever, any Lease, License or other agreement for the rental or occupancy of WASH to lease all or any portion of the Mortgaged Property (each a “Lease”); (ii) or the Mezzanine Property or amend, supplement or otherwise modify, terminate or cancel, or accept a surrender or suffer or permit any cancellation, termination or surrender or suffer or permit any cancellation, termination or the surrender of, any Lease, in any manner whatsoever or (iii) receive, collect consent to the assignment or acceptsubletting of, or permit grant any concessions to or waive the receiptperformance of any obligations of any tenant, collection lessee or acceptance licensee under, any now existing or future Lease without the prior written consent of the Agent; provided, however, with respect to any Lease which covers less than 25,000 square feet or provides less than three percent (3%) of the Operating Cash Flow of the Mortgaged Property and the Mezzanine Property, whichever is less, the Property Owner or WASH, as applicable, may amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or grant concessions to or waive the performance of any prepayment obligations of rent any tenant, lessee or other charges licensee under any such Lease in the ordinary course of business consistent with sound leasing and management practices for more than one monthsimilar properties provided that such action with respect to a lease for a Mortgaged Property or Mezzanine Property shall not cause (with the passage of time or otherwise) a default under the Mortgage Loan Documents or the Mezzanine Mortgage Loan Documents. The Borrower shall furnish or cause the Property Owner and WASH to furnish the Agent with executed copies of all Leases hereafter made, except that Mortgagor may, at the time of the execution of any Lease, accept rent security deposits, which shall be held by Mortgagor in accordance with Subsection 2.12(b) hereof. (b) Mortgagor shall at all times fully and promptly comply with, keep and perform all of the terms, covenants, provisions and conditions of any and all Leases now or hereafter entered into will be in form and substance subject to the approval of the Agent. Notwithstanding the foregoing, following the Agent's approval of the "Leasing Parameters" (as hereinafter defined) for the Mortgaged Property and the Mezzanine Property, then the Borrower may permit Property Owner or WASH, without the prior approval of the Agent, to enter into any Lease provided that the Lease covers less than 25,000 square feet or provides less than three percent (3%) of the Operating Cash Flow of the Mortgaged Property and the Mezzanine Property, is a bona fide arm's length lease entered into in the ordinary course of business with a party unaffiliated with the Borrower, any of its Subsidiaries, the Property Owner or the Guarantor, falls within the Leasing Parameters and is on the part of the landlord thereunder to be complied with, kept and performed, and will not do standard lease form (without material modification or permit anything to be done which will constitute a breach of addition). In connection with any of the terms, covenants, provisions and conditions of any of such Leases. Mortgagor shall enforce the performance and observance of each and every term, covenant, provision and condition of each and every Lease to be performed or observed on approved by the part Agent as provided herein, the Borrower shall submit to the Agent for its approval the identity of the tenant thereunder. Mortgagor and a summary of the major terms of the Lease (which terms shall give prompt notice include without limitation those matters included within the Leasing Parameters) (collectively the "Major Terms"), and Agent's approval shall be limited to Mortgagee of: (i) the approval of the Major Terms, and provided further that any notice received by Mortgagor of any default such terms submitted to the Agent for approval shall be deemed approved by the landlord Agent unless the Agent expressly disapproves the same by written notice delivered to the Borrower (which shall state the reasons for disapproval) within five (5) Business Days after the date of the delivery of such Lease to the Agent for approval and all other information reasonably requested by the Agent in order to make such determination. Following the approval by the Agent of the Major Terms, the Property Owner or WASH, as applicable, shall be permitted to enter into a lease to such tenant which falls within the lessee under any Lease; (ii) Major Terms. As used herein, "Leasing Parameters" means leasing parameters for the Mortgaged Property and the Mezzanine Property approved by the Agent. Leasing Parameters shall include, without limitation, the minimum and maximum term, the minimum rent, tax and operating stops, tenant standard improvements, tenant allowances and other tenant inducements and leasing commissions, and shall be approved by the Agent prior to the commencement of any action or proceeding by each calendar year during the term of the Notes. The Agent shall have the right, and the Borrower hereby authorizes the Agent, to communicate directly with any tenant under a Lease to verify any information delivered to the Agent by the Borrower concerning such tenant or lessor the purpose of which shall be the cancellation of any Lease or a diminution or abatement of the rent payable thereunder; or (iii) the interposition by any tenant of any defense or counterclaim in any action or proceeding brought by Mortgagor against such tenant; and Mortgagor will cause a copy of any process, pleading or notice received or served by Mortgagor in reference to any such action, defense or claim to be promptly delivered to Mortgagee. Mortgagor shall hold in trust all security deposits and advance rent given on account of any Lease, and deposit such security in a bank or trust company and shall not mingle such funds with other funds. Mortgagor shall repay or apply such funds only in accordance with the provisions of the applicable Leases.'s

Leasing. (a) Mortgagor Agency's obligations under the Lease. Except for the lease set ------------------------------------ forth on Schedule C annexed hereto and made a part hereof (the "Lease"), Agency ---------- represents that there are no leases to which it is a party now in effect with respect to the Premises. Agency shall notnot enter into any new lease of all or any part of the Premises or amend, renew, extend, abridge, cancel, terminate (or commence any summary proceeding or other action in pursuance thereof), or otherwise modify the Lease, or accept rent for a period of more than one month in advance, without Mortgagee’s prior approval in each instance, instance obtaining Mortgagee's prior written consent thereto (which consent shall not be unreasonably withheld or delayed). No lease covering all or any part of the Property shall be valid or effective without the prior written approval of the Mortgagee which approval shall not be unreasonably withheld or delayed: (i) enter into or change, amend or modify, in any manner whatsoever, any Lease, License or other agreement for . The Mortgagee shall have all of the rental or occupancy of all or any portion rights against lessees of the Property (each a “Lease”); (ii) terminate or cancel, or accept a surrender or suffer or permit any cancellation, termination or surrender or suffer or permit any cancellation, termination or surrender of, any Lease, as set forth in any manner whatsoever or (iii) receive, collect or accept, or permit the receipt, collection or acceptance of, any prepayment of rent or other charges under any Lease for more than one month, except that Mortgagor may, at the time Section 291-f of the execution Real Property Law of any LeaseNew York and reference is hereby made to the provisions therein and the same are incorporated by reference herein. Mortgagor shall, accept rent security depositsfrom time to time, which if requested by Mortgagee, provide written notice to all applicable tenants, subtenants or occupants of the Premises accompanied by the provisions hereof. Agency shall be held by Mortgagor in accordance with Subsection 2.12(b) hereof. (b) Mortgagor shall at all times fully and promptly comply with, keep and perform all of the terms, covenants, provisions and conditions of any and all Leases on the part of the landlord thereunder obligations to be complied with, kept performed by the lessor under the Lease. Agency shall enforce the payment of rent and performed, and will not do or permit anything to be done which will constitute a breach of any of the terms, covenants, provisions and conditions of any of such Leases. Mortgagor shall enforce the performance and observance of each and every term, covenant, provision and condition of each and every Lease other material obligation to be performed or observed on by Lessee under the part of the tenant thereunderLease. Mortgagor Agency shall give prompt notice to Mortgagee of: (ia) any notice received by Mortgagor Agency of any default by the landlord or lessor under the lessee under any Lease; , (iib) the commencement of any action or proceeding by any the tenant or lessor under the Lease the purpose of which shall be the cancellation of any Lease the Lease, the modification of the term thereof or a diminution or abatement of the rent payable thereunder; , (c) any notice of default given by Agency to Lessee under he Lease, or (iiid) the interposition by any tenant Lessee under the Lease of any defense or counterclaim in any action or proceeding brought by Mortgagor Agency against such tenantLessee; and Mortgagor Agency will cause a copy of any process, pleading or notice received or served by Mortgagor Agency in reference to any such action, defense or claim to be promptly delivered to Mortgagee. Mortgagor Other than any PILOT Payments made pursuant to Section 4.3 of the Lease, Agency shall hold in trust all security deposits and advance rent given on account of any the Lease, and deposit such security in a bank or trust company account approved by Mortgagee and shall not mingle such funds with other funds. Mortgagor Agency shall repay or apply such funds only in accordance with the provisions of the Lease. (b) Lessee's obligations under the Lease. Lessee shall pay or ------------------------------------ cause to be paid when due and payable pursuant to the provisions of the Lease all rent, supplemental rent, additional rent and other payments required to be paid by the tenant under the Lease. Lessee covenants that it shall diligently perform and observe, not later than the times specified in the Lease or herein (whichever instrument shall provide for the earlier performance or observance), all of the terms, covenants and conditions of the Lease required to be performed and observed by the tenant thereunder so that Lessee's rights as tenant under the Lease shall remain unimpaired. If Lessee shall fail so to do, after all applicable Leasescure periods have expired, Mortgagee may (but shall not be obligated to) take any action Mortgagee deems reasonably necessary or reasonably desirable to prevent or to cure any default or breach of condition by Lessee in the performance of or compliance with any of Lessee's covenants or obligations under the Lease. All reasonable costs and expenses incurred by Mortgagee shall be treated as an advance under this Mortgage, shall bear interest at the Applicable Rate from the date of payment by Mortgagee until paid in full by Lessee to Mortgagee within five (5) business days after written demand. Upon receipt by Mortgagee from Agency of any written notice of default or breach of condition by Lessee, Mortgagee may rely thereon and take any action to cure such default even though the existence of such default or the nature thereof may be questioned or denied by Lessee. Lessee hereby expressly grants to Mortgagee and agrees that Mortgagee shall have the absolute and immediate right to enter in and upon the Leasehold Interest or any part thereof to such extent and as often as Mortgagee, in its sole discretion, deems reasonably necessary or desirable in order to prevent or to cure any default in the covenants of Lessee under this Mortgage. Lessee shall promptly notify Mortgagee in writing of any default by Agency or Lessee in the performance or observance of any of the terms, covenants or conditions to be performed or observed by either such party under the Lease, and shall promptly after payment exhibit unto Mortgagee all receipts for all payments required under the Lease. Lessee shall not materially modify, amend, release, cancel, surrender or terminate the Lease without the prior written consent of Mortgagee and no such modification, amendment, release, cancellation, surrender or termination shall be of any force or effect whatsoever unless Mortgagee shall have given its prior written consent thereto (which consent shall not be unreasonably withheld or delayed). No release or forbearance of any of Lessee's obligations under the Lease, pursuant to the terms of the Lease or otherwise, shall release Lessee from any of its obligations under this Mortgage, including Lessee's obligations with respect to the payment of rents as provided for in the Lease and the performance of all of the terms, provisions, covenants, conditions and agreements contained in the Lease to be kept, performed and complied with by the tenant therein.

Leasing. (a) Mortgagor Borrower shall not, without Mortgagee’s the prior approval in each instancewritten consent of ------- Lender, enter into any lease or other rental or occupancy arrangement or concession with respect to any real property comprising the Property or any portion thereof. In the event Borrower desires to enter into a Lease, Borrower shall submit the proposed Lease to Lender for Lender's prior written approval, which approval shall not be unreasonably withheld or delayed: (i) enter into or change. Borrower shall not modify, amend or terminate (except upon a default by a tenant) any Leases affecting any part of the Property. Notwithstanding the foregoing, Borrower may, without the prior approval or consent of Lender, amend, modify or terminate any CCI Lease encumbering a Property that is released in accordance with Article 7. --------- Notwithstanding anything in this Agreement to the contrary, Borrower may, without the prior approval or consent of Lender, negotiate, enter into, modify, in amend, extend, renew or terminate any manner whatsoeverAurora Lease; provided, however, that Borrower shall promptly inform Lender of taking any such action and further provided that such Aurora Lease as entered into, modified, amended, extended, or renewed shall have a term of not more than one year and shall permit the Premises to be used solely for office purposes except as otherwise approved by the Lender. As used herein, "Aurora Lease" means any lease pursuant to which Borrower, License as the lessor, leases or other agreement for the rental rents to a tenant some or occupancy all of all or any that portion of the Property Denver South Premises commonly known as Suites 105, 300, 301, 302, 303, 304, 308, 310, 311, 312 and 314, as the same are now or may in the future be configured. Within ten (10) Business Days following the execution by Borrower of any new Lease, Borrower shall deliver to Lender a Subordination, Non-Disturbance and Attornment Agreement executed by the tenant under such Lease which is in form satisfactory to Lender. Borrower shall perform and comply with all of the landlord's obligations under each a “Lease”); (ii) terminate or cancel, or accept a surrender or Lease and shall not suffer or permit any cancellation, termination breach or surrender or suffer or permit any cancellation, termination or surrender of, any Lease, in any manner whatsoever or (iii) receive, collect or accept, or permit the receipt, collection or acceptance of, any prepayment of rent or other charges under any Lease for more than one month, except that Mortgagor may, at the time of the execution of any Lease, accept rent security deposits, which shall be held by Mortgagor in accordance with Subsection 2.12(b) hereof. (b) Mortgagor shall at all times fully and promptly comply with, keep and perform all of the terms, covenants, provisions and conditions of any and all Leases default on the part of the landlord thereunder to be complied with, kept and performed, and will not do or permit anything to be done which will constitute a breach of any of the terms, covenants, provisions and conditions of any of such Leases. Mortgagor shall enforce the performance and observance of each and every term, covenant, provision and condition of each and every Lease to be performed or observed on the part of the tenant occur thereunder. Mortgagor shall give prompt notice to Mortgagee of: (i) any notice received by Mortgagor of any default by the landlord or the lessee under any Lease; (ii) the commencement of any action or proceeding by any tenant or lessor the purpose of which shall be the cancellation of any Lease or a diminution or abatement of the rent payable thereunder; or (iii) the interposition by any tenant of any defense or counterclaim in any action or proceeding brought by Mortgagor against such tenant; and Mortgagor will cause a copy of any process, pleading or notice received or served by Mortgagor in reference to any such action, defense or claim to be promptly delivered to Mortgagee. Mortgagor shall hold in trust all security deposits and advance rent given on account of any Lease, and deposit such security in a bank or trust company and shall not mingle such funds with other funds. Mortgagor shall repay or apply such funds only in accordance with the provisions of the applicable Leases.

Leasing. Borrower covenants to cause L▇▇▇ Lakes Owner and Maple Grove Owner, and Borrower covenants: (a) Mortgagor shall not, without Mortgagee’s prior approval in each instance, which approval shall not be unreasonably withheld or delayed: (i) enter into or change, amend or modify, in to collect any manner whatsoever, any Lease, License or other agreement for the rental or occupancy of all or any portion of the Property (each a “Lease”); (ii) terminate or cancel, or accept a surrender or suffer or permit any cancellation, termination or surrender or suffer or permit any cancellation, termination or surrender of, any Lease, in any manner whatsoever or (iii) receive, collect or accept, or permit the receipt, collection or acceptance of, any prepayment of rent or other charges under any Lease Rents for more than one month, except that Mortgagor may, at (1) month in advance of the time of when the execution of any Lease, accept rent security deposits, which shall be held by Mortgagor in accordance with Subsection 2.12(b) hereof. same become due under the terms thereof; (b) Mortgagor not to discount any future accruing Rents; (c) not to execute any other assignments of Leases or any interest therein or any of the Rents thereunder (other than in connection with the existing mortgage on the L▇▇▇ Lakes Property held by The Prudential Insurance Company of America), (d) not to terminate, modify or amend the Leases or any of the terms thereof, or grant any concessions in connection therewith, either orally or in writing, or to accept a surrender thereof without the written consent of Lender and that any attempted termination, modification, or amendment of the Leases without such written consent shall at all times fully be null and promptly comply with, keep and void; (e) to perform all of their respective covenants and agreements as lessor under the termsLeases and not to suffer or permit to occur any release of liability of the lessees, covenants, provisions or any rights to withhold payment of Rent; and conditions to give prompt notices to Lender of any and all notice of default on their part with respect to the Leases on received from the part of the landlord thereunder to be complied with, kept and performedlessees thereunder, and will to furnish Lender with complete copies of said notices; (f) not do to alter, modify or permit anything to be done which will constitute a breach change the terms of any guarantees of any of the terms, covenants, provisions and conditions Leases or cancel or terminate such guarantees without the prior written consent of Lender; (g) not to consent to any of such Leases. Mortgagor shall enforce the performance and observance of each and every term, covenant, provision and condition of each and every Lease to be performed or observed on the part assignments of the tenant thereunder. Mortgagor shall give prompt notice to Mortgagee of: (i) Leases, or any notice received by Mortgagor of any default by the landlord subletting thereunder whether or the lessee under any Lease; (ii) the commencement of any action or proceeding by any tenant or lessor the purpose of which shall be the cancellation of any Lease or a diminution or abatement of the rent payable thereunder; or (iii) the interposition by any tenant of any defense or counterclaim in any action or proceeding brought by Mortgagor against such tenant; and Mortgagor will cause a copy of any process, pleading or notice received or served by Mortgagor in reference to any such action, defense or claim to be promptly delivered to Mortgagee. Mortgagor shall hold in trust all security deposits and advance rent given on account of any Lease, and deposit such security in a bank or trust company and shall not mingle such funds with other funds. Mortgagor shall repay or apply such funds only in accordance with their terms, without the provisions prior written consent of Lender; (h) not to exercise any right of election, whether specifically set forth in any such Lease or otherwise, which would in any way diminish the tenant’s liability or have the effect of shortening the stated term of the applicable Lease. The terms "Leases" and "Rents" herein shall have the definitions given to them in the Mortgage.

Leasing. With respect to any Aircraft, Airframe or Engine, so long as no Payment Default, Bankruptcy Default or Event of Default has occurred and is continuing, enter into a lease with any Permitted Lessee, but only if: (ai) Mortgagor The Borrower shall notprovide written notice to the Security Trustee of the Borrower's intent to enter into a Permitted Lease 20 days in advance of entering into such lease, without Mortgagee’s prior approval in each instancesuch notice to be accompanied by the proposed lease documents; (ii) At the time that the Borrower enters into such Permitted Lease, which approval such Permitted Lessee shall not be unreasonably withheld subject to any bankruptcy, insolvency, liquidation, reorganization, dissolution or delayedsimilar proceeding, shall not be seeking any reorganization or any readjustment of its debts and shall not be, or shall not have substantially all of its property, in the possession of any liquidator, trustee, receiver or similar person; (iii) Any such Permitted Lease: (i) enter into or change, amend or modify, in any manner whatsoever, any Lease, License or other agreement shall include provisions for the rental maintenance, operation, possession, inspection and insurance of, and removal of Liens on, such Aircraft, Airframe or occupancy Engine that are the same in all material respects as the applicable provisions of all or any portion of the Property (each a “Lease”); this Security Agreement, (ii) terminate shall provide that such Permitted Lessee may not further lease or canceltransfer its interests (except transfers of the type permitted in Sections 3.2(a) through 3.2(f)), or accept a surrender or suffer or permit any cancellation, termination or surrender or suffer or permit any cancellation, termination or surrender of, any Leaseinclusive, in any manner whatsoever such Aircraft, Airframe or Engine, (iii) receiveshall be expressly subject and subordinate to all the terms of this Agreement and to the rights, collect or accept, or permit the receipt, collection or acceptance of, any prepayment of rent or other charges under any Lease for more than one month, except that Mortgagor may, at the time powers and remedies of the execution of any Lease, accept rent security deposits, which Security Trustee hereunder and (iv) the Borrower shall be held by Mortgagor in accordance with Subsection 2.12(b) hereof.collaterally assign such Permitted Lease to the Security Trustee for the Secured Obligations pursuant to a Lease Assignment; (biv) Mortgagor In connection with a lease to a Permitted Lessee that is not a U.S. Air Carrier, the Borrower shall at all times fully have furnished the Security Trustee and promptly comply withthe Lender an opinion (reasonably satisfactory to the Lender and the Security Trustee) of counsel (reasonably satisfactory to the Lender and the Security Trustee), keep and perform all in the country of the terms, covenants, provisions and conditions of any and all Leases on the part of the landlord thereunder to be complied with, kept and performed, and will not do or permit anything to be done which will constitute a breach of any of the terms, covenants, provisions and conditions of any domicile of such Leases. Mortgagor shall enforce the performance and observance of each and every termPermitted Lessee, covenant, provision and condition of each and every Lease to be performed or observed on the part of the tenant thereunder. Mortgagor shall give prompt notice to Mortgagee of: that (i) any notice received by Mortgagor the terms of any default by such lease are the landlord or legal, valid and binding obligations of the lessee parties thereto enforceable under any Lease; the Laws of such jurisdiction, (ii) it is not necessary for the commencement of any action Lender or proceeding by any tenant the Security Trustee to register or lessor the purpose of which shall be the cancellation of any Lease qualify to do business in such jurisdiction, if not already so registered or qualified, as a diminution result, in whole or abatement in part, of the rent payable thereunder; or proposed lease, (iii) the interposition Laws of such jurisdiction of domicile require fair compensation by any tenant the government of any defense such jurisdiction, payable in a currency freely convertible into Dollars, for the loss of title to such Aircraft, Airframe or counterclaim Engine in any action the event of the requisition by such government of such title (unless the Borrower shall provide insurance in the amounts required with respect to hull insurance under Section 3.3(k) covering the requisition of title to such Aircraft, Airframe or proceeding brought Engine by Mortgagor the government of such jurisdiction so long as such Aircraft, Airframe or Engine is subject to such lease), (iv) the laws of such lessee's country of domicile would give recognition to the Borrower's title to, and the Security Trustee's Lien in respect of, such Aircraft, Airframe or Engine and to the registry of such Aircraft, Airframe or Engine in the name of the Borrower (or the proposed lessee, as appropriate), (v) the agreement of such Permitted Lessee that its rights under the lease are subject and subordinate to all the terms of this Agreement is enforceable against such tenant; Permitted Lessee under applicable Law, and Mortgagor will cause (vi) there exist no possessory rights in favor of the Permitted Lessee under such lease under the Laws of such Permitted Lessee's country of domicile that would, upon bankruptcy or insolvency of or other default by the Borrower and assuming that at such time such Permitted Lessee is not insolvent or bankrupt, prevent the return or repossession of such Aircraft, Airframe or Engine in accordance with and when permitted by the terms of Section 5 upon the exercise by the Security Trustee of its remedies under Section 5; (v) The Borrower shall furnish to the Security Trustee a copy certificate of any processits regularly retained independent insurance broker to the effect that the insurance required by Section 3.3(k) remains in effect at the time such lease is entered into; (vi) All necessary documents shall have been duly filed, pleading registered or notice received recorded in such public offices in the United States and in such country and all necessary registrations with the International Registry shall have been duly made, in each case, as may be required fully to preserve the title of the Borrower, and the first priority perfected security interest (subject to Permitted Liens) of the Security Trustee, in such Aircraft, Airframe or served by Mortgagor Engine and in reference to any the Borrower's interest in such action, defense or claim to be promptly delivered to Mortgagee. Mortgagor shall hold in trust all security deposits and advance rent given on account of any Permitted Lease, and deposit the Security Trustee and the Lender shall have received such security opinions of counsel as they may reasonably request in a bank connection with such registration, filing or trust company recording; (vii) The Borrower shall reimburse the Security Trustee and the Lender for all of their reasonable out-of-pocket fees and expenses, including, without limitation, reasonable fees and disbursements of counsel, incurred by the Security Trustee or the Lender in connection with any such lease; and (viii) The Borrower shall not mingle have furnished to the Security Trustee an Officer's Certificate to the effect that all conditions precedent provided for herein relating to entry into such funds with other funds. Mortgagor shall repay or apply such funds only in accordance with the provisions of the applicable Leaseslease have been complied with.

Leasing. (a) Mortgagor The Borrower covenants and agrees at Borrower’s sole cost and expense to cause Mortgage Borrower: (a) perform the material obligations of lessor contained in the Leases and use commercially reasonable efforts to enforce by all available remedies, at the discretion of Borrower, performance by the lessees of the material obligations of the lessees contained in the Leases; (b) (x) give Lender prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any of the Major Leases and Significant Leases and (y) use commercially reasonable efforts to give Lender prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any other Leases, whether the default be that of the lessee or of the lessor; and (c) exercise diligent efforts to keep all portions of the Property that are capable of being leased, leased at all times at rentals commensurate with current market rates for similarly situated property. The Borrower shall not, and shall not allow Mortgage Borrower to, without Mortgageethe Lender’s prior approval in each instance, which approval shall not be unreasonably withheld written consent or delayedas otherwise permitted by any provision of this Loan Agreement: (i) enter into or change, amend or modify, in execute any manner whatsoever, other assignment relating to any Lease, License or other agreement for the rental or occupancy of all or any portion of the Property (each a “Lease”)Leases; (ii) terminate or cancel, or accept a surrender or suffer or permit any cancellation, termination or surrender or suffer or permit any cancellation, termination or surrender of, any Lease, collect rentals more than one (1) month in any manner whatsoever or advance of the time when it becomes due; (iii) receive, collect or accept, or permit the receipt, collection or acceptance of, consent to any prepayment of rent or other charges under assignment by any Lease for more than one month, except that Mortgagor may, at the time of the execution of any Lease, accept rent security deposits, which shall be held by Mortgagor in accordance with Subsection 2.12(b) hereof. (b) Mortgagor shall at all times fully and promptly comply with, keep and perform all of the terms, covenants, provisions and conditions of any and all Leases on the part of the landlord thereunder to be complied with, kept and performed, and will not do or permit anything to be done which will constitute a breach of any of the terms, covenants, provisions and conditions of any of such Leases. Mortgagor shall enforce the performance and observance of each and every term, covenant, provision and condition of each and every Lease to be performed or observed on the part of the tenant thereunder. Mortgagor shall give prompt notice to Mortgagee of: (i) any notice received by Mortgagor of any default by the landlord or the lessee under any Lease; (ii) the commencement of any action or proceeding by any tenant or lessor the purpose of which shall be the cancellation of any Lease or a diminution or abatement of the rent payable thereunder; or (iii) the interposition by any tenant of any defense or counterclaim in any action or proceeding brought by Mortgagor against such tenant; and Mortgagor will cause a copy of any process, pleading or notice received or served by Mortgagor in reference to any such action, defense or claim to be promptly delivered to Mortgagee. Mortgagor shall hold in trust all security deposits and advance rent given on account of any Lease, and deposit such security in a bank or trust company and shall not mingle such funds with office lease other funds. Mortgagor shall repay or apply such funds only than in accordance with the provisions of the Lease in question; or (iv) subordinate or agree to subordinate any of the Leases to any other deed of trust or encumbrance. Any attempted action in violation of this Section 9.3(a), Section 9.3(b), Section 9.3(c) or Section 9.4 of this Agreement shall be null and void. Notwithstanding anything contained herein to the contrary, in no event shall Borrower allow Mortgage Borrower to enter into any Modification that adversely affects the economic terms of a Lease based on lessee’s or lessee’s Affiliates relationship or business dealing with Borrower or any Borrower’s Affiliate unrelated to the Property. (b) With respect to executed Leases (including Leases entered into after the Effective Date), the Borrower shall not, and shall not allow Mortgage Borrower to, without (1) Lender’ prior written consent if such Lease is a Major Lease, or (2) the Lender’s prior written consent with respect to any other Lease: (i) permit or allow any change, amendment, modification, assignment, surrender, renewal, extension or termination (each a “Modification”) of any Lease (provided that notwithstanding the foregoing with respect to Modifications that are not terminations or surrenders of a Lease, Lender’s consent, shall not be unreasonably withheld; (ii) waive any of the Borrower’s rights or remedies, other than such rights which are de minimis in nature; or (iii) otherwise consent to any material change in the obligations, duties or liabilities of a tenant; provided however that Lender’s prior written consent, shall not be required (1) for any Modification of any Lease entered into after the date hereof that did not require Lender’s consent as of the execution thereof and that would not have required Lender’s consent if the modified terms had been part of the original lease terms (or if such Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Lender that would be applicable Leasesto such new Lease), or (2) any Modification of any Existing Lease, so long as such modification does not (y) reduce the amount (except (I) with respect to any amounts (other than base rent) that are past due, in accordance with Borrower’s customary operating procedures or in good faith settlement of any claims and (II) with respect to any amounts (other than base rent) that have not yet become due, discounts, in Borrower’s good faith judgment, that are commercially reasonable and, with respect to clause (II), in no event to exceed $10,000 in the aggregate with respect to all Leases on a monthly basis) or change the timing for payment of rent of such Existing Lease, or otherwise result in such Existing Lease having materially less favorable terms or (z) change the term of such Existing Lease, provided, however any Modification to an Existing Lease shall be permitted if such Existing Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Lender that would be applicable to such new Lease)), or (3) any Modification evidencing lease renewal options allowing for renewal at the greater of (i) the rent payable prior to the execution of such option and (ii) fair market rent. (c) Lender’s consent shall not be required for Borrower or Mortgage Borrower to terminate or accept a surrender of any Lease that is not a Major Lease or a Significant Lease where either (i) there is a bona fide default by the tenant thereunder in the payment of base rent or otherwise in material default or (ii) such termination or surrender in Borrower’s or Mortgage Borrower’s good faith judgment is commercially reasonable. Additionally, the Lender shall not unreasonably withhold consent to a termination or acceptance of a surrender of a Lease that is a Major Lease or Significant Lease, respectively (A) where such termination or surrender is by reason of the bona fide default by the tenant in the payment of base rent or other material default or (B) where another creditworthy tenant is willing to lease the related space and the net effective rent that would be paid by the replacement tenant would exceed the net effective rent being paid by the tenant whose Lease is being terminated or surrendered for each of the remaining years of such Lease.