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 The Borrower covenants and agrees at Borrower’s sole cost and expense to: (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 Administrative Agent 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 Administrative Agent 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 Borrower’s 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, without Mortgageethe Administrative Agent’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 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, without (1) Requisite Lenders’ prior written consent if such Lease is a Major Lease, or (2) the Administrative Agent’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, Requisite Lenders’ or Administrative Agent’s consent, as applicable, shall not be unreasonably withheld and provided further that only the Administrative Agent’s consent shall be needed for Modifications to any Lease that do not affect the economic or other material terms of such Lease, increase the landlord’s obligations thereunder or decrease the tenant’s obligations thereunder); (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 Requisite Lenders’ or Administrative Agent’s prior written consent, as applicable, shall not be required (1) for any Modification of any Lease entered into after the date hereof that did not require Requisite Lenders’ or Administrative Agent’s consent as of the execution thereof and that would not have required Requisite Lenders’ or Administrative Agent’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 Administrative Agent or the Requisite 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 Administrative Agent or the Requisite 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) Administrative Agent’s consent shall not be required for 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 good faith judgment is commercially reasonable. Additionally, the Requisite Lenders and Administrative Agent, as applicable, shall not unreasonably withhold their 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. (d) Any sums received by Borrower in consideration of any termination, in full or in part, or any reduction in term, or the release or discharge of any lessee of any Lease, but only if a Default exists or such funds exceed $500,000 from any such termination (hereafter, a “Termination Payment”), shall be promptly delivered to Administrative Agent to hold in escrow (the “Termination Payment Escrow”) and shall be disbursed in accordance with this Section 9.3(d). Any funds not required to be delivered to the Administrative Agent pursuant to the preceding sentence shall, except during the existence of a Triggering Event or a Default, be deposited in the Borrower’s Designated Account. Borrower hereby grants to Administrative Agent as agent for the Lenders a first perfected security interest in the Termination Payment Escrow. The Termination Payments will be held in a separate interest bearing account, which account shall provide for interest at then prevailing market rates and all interest thereon shall be for the benefit of Borrower and shall be added to and remain in the Termination Payment Escrow; provided, however, that nothing herein shall require that interest be earned at the highest prevailing rates. Provided no Default exists and is continuing, Borrower may request a disbursement from the Termination Payment Escrow for payment of tenant improvement costs, tenant improvement allowances and/or leasing commissions with the approval of Administrative Agent, such approval not to be unreasonably withheld or delayed and such approval shall not be required and shall be deemed to have been given if the provision for making such payment (and the terms of such payments) is contained in a Lease which exists on the date hereof or that has been entered into in accordance with the provisions of this Agreement. Notwithstanding the foregoing, provided no Triggering Event or Default exists and is continuing, any Termination Payment that is not applied in accordance with the preceding sentence shall be returned to the Borrower once all of the space with respect to which the Termination Payment was paid has been re-leased pursuant to Lease(s) entered into in accordance with the terms of this Agreement, the tenant thereunder has taken possession of all of its space and commenced payment of its full base minimum rent, the Administrative Agent has received an estoppel letter with respect to each new Lease in form reasonably acceptable to Administrative Agent and all obligations of Borrower with respect to the construction of tenant improvements, and the payment of tenant improvement allowances and leasing commissions have been fully performed, provided, however, if at such time a Default shall have occurred and be continuing, such amount shall not be returned to Borrower and shall instead be applied or used by Administrative Agent pursuant to the immediately succeeding sentence. Upon the occurrence and during the continuance of a Default, Administrative Agent may, in addition to all other remedies permitted under this Agreement and the other Loan Documents, at law or in equity, charge, set-off and otherwise apply against the obligations and liabilities of Borrower under the Loan Documents or any part thereof, all or any part of the funds on deposit in the Termination Payment Escrow. For the avoidance of doubt, this Section 9.3(d) is subject to Section 8.13(c).

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 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. 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 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 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. (a) Mortgagor shall The Borrower will take or cause to be taken all reasonable steps within the power of the Borrower to market and lease the leasable area of the Mortgaged Property and the Borrower will cause the Property Owner to take or cause to be taken all reasonable steps within the power of the Property Owner to market and lease the leasable area of each Mezzanine Property, all in accordance with sound and customary leasing and management practices for similar properties. The Borrower will not, without Mortgagee’s prior approval in each instanceand will not allow the Property Owner to, 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 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 Net Operating Income of the Mortgaged Property and the Mezzanine Property, whichever is less, the Borrower or the Property Owner 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 similar properties provided that such action with respect to a Lease for more than one montha Mezzanine Property shall not cause (with the passage of time or otherwise) a default under the Mezzanine Mortgage Loan Documents. The Borrower shall furnish or cause the Property Owner 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. Upon the Agent's request, the Borrower shall make a separate and distinct assignment to the Agent as additional security, of all Leases for the Mortgaged Property hereafter made. 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 or the Property Owner, as applicable, may, without the prior approval of the Agent, enter into any Lease provided that the Lease covers less than 25,000 square feet or provides less than three percent (3%) of the Net Operating Income 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, the Property Owner, the Member, the Manager 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 Borrower or the lessee under any Lease; (ii) Property Owner shall be permitted to enter into a lease to such tenant which falls within the 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 Borrower will require, and each Lease will require, each tenant of a Mortgaged Property to enter into a Nondisturbance, Attornment and Subordination Agreement and to provide an estoppel certificate satisfactory to the Agent upon the request of the Agent. 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. During the period between the Effective Date and the delivery of the Deposit, Seller shall continue to manage and lease the Property in the same manner as before the making of this Agreement, the same as though Seller were retaining the Property. Provided, however, Seller shall have no obligation to lease or market the Property and Seller shall have no liability for Leases which are terminated either by agreement between the Seller and the applicable tenant or as a result of a tenant’s default under its Lease. During the period between the delivery of the Deposit and the Closing Date, Seller hereby agrees to (to the extent permitted by applicable law): (i) not enter into any new Lease, renew any existing Lease, or modify any existing Lease for a unit at the Property unless (a) Mortgagor (1) the term of such Lease expires on or before the dates specified on Exhibit F attached hereto for each individual building and (2) the Lease terminates by its express terms on a date certain; and (3) the Lease does not contain any autorenewal or non-termination provisions that benefit the Tenant; or (b) Buyer otherwise waives the requirements of this Section in writing with respect to all or certain tenants; and (ii) cooperate with Buyer in any submissions to governmental authorities relating to Purchaser’s intended use and development of the Property. Upon Buyer’s request, but only after the Deposit has been made, Seller shall notdeliver a notice of termination (the “120 Day Notice”) to tenants specified by Buyer, provided, however, that Seller shall have no obligation to send the 120 Day Notice if the sending of the 120 Day Notice will result in the Lease being terminated prior to the dates specified on Exhibit F or the date the Lease expires according to its own terms (without Mortgagee’s prior approval reference to any tenant holdover or automatic renewal provisions contained in each instancesuch Lease). In addition, which approval Seller and Buyer agree that Buyer shall have the right to cause the Seller to send 120 Day Notices with respect to Leases that expire more than one hundred twenty (120) days after the date of the 120 Day Notice, provided that such notices specify that the Lease shall not be unreasonably withheld terminated until the later of (x) one hundred twenty (120) days after the date of the 120 Day Notice; and (y) the date the Lease expires according to its own terms (without reference to any tenant holdover or delayed: automatic renewal provisions contained in such Lease). Seller and Purchaser shall jointly draft the 120 Day Notice, which may contain additional information regarding Purchaser’s intended plans with respect to the Property. Commencing on the date which is fifteen (i15) enter into or changedays after delivery of the Deposit, amend or modifyand monthly thereafter until the Closing Date, Buyer shall pay directly to Seller the amount of Fifty Thousand and No/100 Dollars ($50,000.00) (a “Vacancy Payment”). Each installment of the Vacancy Payment shall be nonrefundable and shall be fully earned by Seller when paid. The Vacancy Payment shall not be credited against the Purchase Price. Buyer’s failure to pay an installment of the Vacancy Payment when due shall be a material default under this Agreement and in the event of such default, in addition to any manner whatsoeverother remedies available to Seller, any Seller may cease to comply with the obligations of this Section 7.1. During the period between the Effective Date and the Closing Date, if Seller becomes aware that a Unit is going to become vacant for the buildings located at 11011, 11013, 11015, 11017 and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ on a date between the Effective Date and the Closing Date (provided that nothing contained in this paragraph shall affect the Seller’s obligations with respect to the Lease termination dates set forth in Exhibit F.), then Seller shall give Buyer written notice of such vacancy, describing the Lease, License or other agreement for the rental or occupancy of all or any portion of rent and 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 terms and conditions of any the Lease. All terms and all conditions shall be substantially similar to those offered to prospective tenants at the Property. Buyer shall have four (4) business days from the receipt of such notice to agree to lease the unit that will become vacant for the rent and upon the terms and conditions specified in such notice by giving written notice to Seller. If Buyer exercises its rights hereunder to enter into a Lease, the parties shall promptly execute a Lease for said unit, and Buyer and Seller shall thereafter comply with each of their respective obligations under the Lease until the Closing Date (and thereafter if Closing does not occur). If Buyer does not exercise its rights hereunder to enter into a Lease, Seller may enter into a Lease for that Unit with a third party on substantially the same terms as were offered to Buyer and otherwise in compliance with the requirements of this Agreement regarding leasing. All amounts paid by Buyer to Seller under Leases entered into pursuant to this paragraph shall be credited to the Purchase Price at Closing. The provisions of this paragraph shall survive the termination of this Agreement, unless such termination results from a default by Seller under this Agreement. During the period between the Effective Date and the Closing Date, on the part a monthly basis Seller shall deliver to Buyer copies 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 current rent roll for the Property together with copies of any newly executed Leases or modifications or renewals 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 Such rent roll shall be the cancellation of any Lease or a diminution or abatement actual rent roll used by Seller in its operation 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 LeasesProperty.

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 in each instance, which approval shall not be unreasonably withheld Enter into a new individual Lease or delayed: a Lease renewal affecting space (i) enter into i)consisting of 20% 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 more of the space (measured by square footage in an MOB Property) of any MOB Property (each a “Lease”); or (ii) terminate or cancelwhich 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 MOB Property as set forth in the applicable Approved Annual Budget (a "Material Lease"), or accept a surrender -------------- modify or suffer or permit any cancellation, termination or surrender or suffer or permit any cancellation, termination or surrender of, any Leaseamend the same, in any manner whatsoever or (iii) receive, collect or accept, or permit each case without 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 consent of the execution of any Lease, accept rent security deposits, which shall be held by Mortgagor in accordance with Subsection 2.12(b) hereof.Agent; (b) Mortgagor shall at Terminate a Material Lease, without the consent of the Agent; (c) Enter into from and after the date hereof a new Lease or a Lease renewal other than Leases which (taking into account all times fully terms of such Lease, such as rent concessions, landlord's obligations regarding Tenant Improvements and promptly comply with, keep other economic benefits or concessions) provide for "market" rental rates and other market terms; (d) Fail to (i) observe and perform all of the obligations imposed upon the lessor under the Leases with respect to an MOB Property in a commercially reasonable manner; or (ii) 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 with, kept and performed, and will not do observed or permit anything to be done which will constitute performed in a breach of commercially reasonable manner; (e) c ollect any of the terms, covenants, provisions and conditions of Rents under 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 more than one (1) month in advance (other than Security Deposits); (f) For purposes of the tenant thereunder. Mortgagor shall give prompt notice to Mortgagee of: (i) any notice received by Mortgagor foregoing subsections, separate leases with the same Tenant or with Affiliates 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 a Tenant shall be aggregated. Notwithstanding anything to the cancellation of contrary in the foregoing, each Credit Party shall have the right to terminate 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; and (g) Any Lease submitted to Agent for the Agent's approval shall be accompanied by a certificate signed by a Responsible Officer of the applicable LeasesCompany stating that said Lease complies in all respects with the requirements of clause (c) above and a summary of the material terms of such Lease (including the economic terms and any termination options).

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) 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 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. Manager shall exercise efforts in accordance with the Performance Standard to obtain and keep residents who are students at the [___________________] or other colleges or universities in the vicinity of the Property (a“Resident”, “Student”, and “Tenant” used interchangeably throughout) Mortgagor shall notand other qualified residents. Manager shall, using efforts in accordance with the Performance Standard, ensure that the tenants receive the services required to be provided by Owner under their leases, to duly and punctually observe and perform on behalf of Owner all of Owner’s obligations under the leases, and to enforce, preserve and keep unimpaired the rights of Owner and the obligations of the tenants under the leases. Manager is authorized, subject to and in accordance with the Approved Operating Budget and Approved Management Plan, to negotiate, prepare, and execute all residential leases on a substantially similar form of residential lease as approved by Owner, as agent for Owner; provided, however, without Mortgagee’s prior approval in each instancethe consent of Owner, which approval shall not be unreasonably withheld or delayedManager: (i) enter into or changeexcept in accordance with the Approved Operating Budget and Approved Management Plan, amend or if applicable, shall not modify, or in any way alter the provisions of any lease in a manner whatsoeverwhich would reduce the rent thereunder below the applicable rental rate tier set forth in the leasing parameters in the then Approved Operating Budget and Approved Management Plan, shorten the term thereof, impose additional obligations on the landlord thereunder, alter any Leasematerial, License financial or other agreement for the rental or occupancy of all or any portion economic term of the Property (each a “Lease”)lease or reduce the obligations of the tenant thereunder; (ii) terminate or cancelshall not consent to any subletting of any part of the Property, to any assignment of any lease by any tenant thereunder, or accept a surrender to any assignment or suffer or permit further subletting of any cancellation, termination or surrender or suffer or permit any cancellation, termination or surrender of, any Lease, in any manner whatsoever or sublease; and (iii) receive, collect or accept, or shall not permit any person to occupy any space in 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 ofProperty without: (iy) any notice received a written lease approved by Mortgagor of any default by the landlord Owner 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 entered into in accordance with the provisions Approved Operating Budget and Approved Management Plan; and (z) Manager’s receipt on behalf of Owner of any security deposit required under the applicable Leases.terms of such lease, a current certificate of insurance (if applicable), and payment of rent required thereunder to be paid prior to the tenant’s taking occupancy. ​

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 Borrowers shall nothave the right to enter, without Mortgagee’s prior approval in each instanceamend, which approval shall not be unreasonably withheld modify, extend, renew or delayed: otherwise supplement into Space Leases with respect to the Borrowing Base Properties so long as (i) enter into or changeno Event of Default shall have occurred and be continuing, 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 Borrowers shall deliver a copy of executed Space Leases (or cancelmodifications, amendments, extensions, renewals or accept a surrender or suffer or permit supplements of any cancellationSpace Leases, termination or surrender or suffer or permit any cancellationas applicable) within ten (10) Business Days after the execution thereof, termination or surrender of, any Lease, in any manner whatsoever or (iii) receive, collect the terms of such Space Leases shall be customary with respect to commercial leases in buildings which are of a Comparable Building Standard in the applicable Acceptable Major Metropolitan Market and (iv) such Space Leases shall contain provisions obligating the Tenants thereunder to attorn to Agent or accept, any purchaser therefrom in the event Agent or permit such purchaser succeeds to 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 interest of the execution applicable Borrower under such Space Leases; provided, however, no Borrower shall terminate or accept the surrender of any LeaseSpace Lease covering in excess of the greater of (a) ten percent (10%) of the net rentable square feet of the applicable Borrowing Base Property or (b) 45,000 net rentable square feet, accept rent security deposits, which shall be held by Mortgagor in accordance with Subsection 2.12(b) hereofwithout the prior consent of Agent. (b) Mortgagor Borrowers shall at deliver to Agent within ten (10) Business Days after receipt thereof, copies of any default notices and notices of lease terminations received from or delivered to Tenants, which (together with their Affiliates) occupy more than 45,000 net rentable square feet in the aggregate or more than ten (10%) of any Borrowing Base Property in the aggregate. (c) Borrowers shall, and shall cause Manager to, observe, perform, and discharge all times fully and promptly comply with, keep and perform all of the termsmaterial obligations, covenants, provisions and conditions of any and all Leases on warranties provided for under the part terms of the landlord thereunder Space Leases to be complied withkept, kept observed and performedperformed by Borrowers. Borrowers shall, and will not do shall cause Manager to use commercially reasonable efforts to diligently enforce 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 secure the performance and observance of each and every material obligation, term, covenant, provision condition, and condition of each and every Lease agreement to be performed or observed on by any Space Lessee under the part terms 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 applicable Space Lease; (ii) provided, however, that, no Borrower shall be required to commence any litigation against a Tenant to enforce such obligations under its Space Lease if such Borrower reasonably believes such commencement would not be appropriate under the commencement of circumstances. Borrowers shall, and shall cause Manager to, appear in and defend any action or proceeding by arising under, occurring out of, or in any tenant manner connected with, the Space Leases or lessor the purpose obligations, duties, or liabilities of which Borrowers or any Tenant thereunder, and, if an Event of Default shall have occurred and be continuing, Agent shall have the cancellation right, but not the obligation, to appear in and defend in the name and on behalf of any Lease or a diminution or abatement Agent, but at the expense of the rent payable thereunder; or (iii) the interposition by any tenant Borrowers, and Borrowers shall pay upon written demand all reasonable costs and expenses of any defense or counterclaim Agent, including reasonable attorneys’ fees and disbursements, in any action or proceeding brought by Mortgagor against such tenant; and Mortgagor will cause a copy of any processin which Agent may appear. (d) Borrowers shall not, 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 permit Manager to, receive or collect any Space Lease Rents (other funds. Mortgagor shall repay or apply such funds only than security deposits, and Lease Termination Payments held and applied in accordance with the provisions of herewith, the applicable LeasesSpace Lease and Legal Requirements) for a period of more than one (1) month in advance. (e) Borrowers shall not pledge, transfer, assign, mortgage, encumber, or allow to be encumbered any Space Leases or Space Lease Rents except to Agent and the Lenders as provided herein or in the other Financing Documents.

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 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 The Borrower covenants and agrees at Borrower’s sole cost and expense to: (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 Administrative Agent 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 Administrative Agent 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 Borrower’s 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, without Mortgageethe Administrative Agent’s prior approval in each instance, which approval shall not be unreasonably withheld written consent or delayedas otherwise permitted by any provision of this 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 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, without (1) Requisite Lenders’ prior written consent if such Lease is a Major Lease, or (2) the Administrative Agent’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, Requisite Lenders’ or Administrative Agent’s consent, as applicable, shall not be unreasonably withheld and provided further that only the Administrative Agent’s consent shall be needed for Modifications to any Lease that do not affect the economic or other material terms of such Lease, increase the landlord’s obligations thereunder or decrease the tenant’s obligations thereunder); (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 Requisite Lenders’ or Administrative Agent’s prior written consent, as applicable, shall not be required (1) for any Modification of any Lease entered into after the date hereof that did not require Requisite Lenders’ or Administrative Agent’s consent as of the execution thereof and that would not have required Requisite Lenders’ or Administrative Agent’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 Administrative Agent or the Requisite 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 Administrative Agent or the Requisite 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) Administrative Agent’s consent shall not be required for 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 good faith judgment is commercially reasonable. Additionally, the Requisite Lenders and Administrative Agent, as applicable, shall not unreasonably withhold their 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. (d) Any sums received by Borrower in consideration of any termination, in full or in part, or any reduction in term, or the release or discharge of any lessee of any Lease, but only if a Default exists or such funds exceed (1) $500,000 from any such termination or (2) $1,000,000 taken in the aggregate with all prior lease termination payments received by Borrower (hereafter, a “Termination Payment”), shall be promptly delivered to Administrative Agent to hold in escrow (the “Termination Payment Escrow”) and shall be disbursed in accordance with this Section 9.3(d). Any funds not required to be delivered to the Administrative Agent pursuant to the preceding sentence shall, except during the existence of a Triggering Event or a Default, be deposited in the Borrower’s Designated Account. Borrower hereby grants to Administrative Agent as agent for the Lenders a first perfected security interest in the Termination Payment Escrow. The Termination Payments will be held in a separate interest bearing account, which account shall provide for interest at then prevailing market rates and all interest thereon shall be for the benefit of Borrower and shall be added to and remain in the Termination Payment Escrow; provided, however, that nothing herein shall require that interest be earned at the highest prevailing rates. Provided no Default exists and is continuing, Borrower may request a disbursement from the Termination Payment Escrow for payment of tenant improvement costs, tenant improvement allowances and/or leasing commissions with the approval of Administrative Agent, such approval not to be unreasonably withheld or delayed and such approval shall not be required and shall be deemed to have been given if the provision for making such payment (and the terms of such payments) is contained in a Lease which exists on the date hereof or that has been entered into in accordance with the provisions of this Agreement. Notwithstanding the foregoing, provided no Triggering Event or Default exists and is continuing, any Termination Payment that is not applied in accordance with the preceding sentence shall be returned to the Borrower once all of the space with respect to which the Termination Payment was paid has been re-leased pursuant to Lease(s) entered into in accordance with the terms of this Agreement, the tenant thereunder has taken possession of all of its space and commenced payment of its full base minimum rent, the Administrative Agent has received an estoppel letter with respect to each new Lease in form reasonably acceptable to Administrative Agent and all obligations of Borrower with respect to the construction of tenant improvements, and the payment of tenant improvement allowances and leasing commissions have been fully performed, provided, however, if at such time a Default shall have occurred and be continuing, such amount shall not be returned to Borrower and shall instead be applied or used by Administrative Agent pursuant to the immediately succeeding sentence. Upon the occurrence and during the continuance of a Default, Administrative Agent may, in addition to all other remedies permitted under this Agreement and the other Loan Documents, at law or in equity, charge, set-off and otherwise apply against the obligations and liabilities of Borrower under the Loan Documents or any part thereof, all or any part of the funds on deposit in the Termination Payment Escrow. For the avoidance of doubt, this Section 9.3(d) is subject to Section 8.13(c).

Leasing. (a) Mortgagor shall not, without Mortgagee’s prior approval The Borrower will take or cause to be taken all reasonable steps within the power of the Borrower to market and lease the leasable area of the Mortgaged Properties 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 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 lease all or any portion of the 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, 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 the 25,000 square feet or provides less than three percent (3%) of the Net Operating Income of the Mortgaged Property, the Borrower may 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 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. The Borrower shall 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. Upon the Agent's request, the Borrower shall make a separate and distinct assignment to the Agent as additional security, of all Leases hereafter made. Notwithstanding the foregoing, following the Agent's approval of the "Leasing Parameters" (as hereinafter defined) for the Mortgaged Property, then the Borrower may, without the prior approval of the Agent and (prior to the initial syndication) ▇▇▇▇▇▇▇, enter into any Lease provided that the Lease covers less than 25,000 square feet or provides less than three percent (3%) of the Net Operating Income of the Mortgaged Property, is a bona fide arm's length lease entered into in the ordinary course of business with a party unaffiliated with the Borrower, Guarantor or any member of Borrower, 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 than any notice received by Mortgagor of any default such terms submitted to the Agent for approval shall be deemed approved by the landlord or Agent unless the lessee under any Lease; Agent expressly disapproves the same by written notice delivered to the Borrower (iiwhich 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 Borrower shall be permitted to enter into a lease to such tenant which falls within the Major Terms. As used herein, "Leasing Parameters" means leasing parameters for the Mortgaged Property approved by the Agent and (prior to the initial syndication) ▇▇▇▇▇▇▇. 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 Borrower will require, and each Lease will require, each tenant to enter into a Nondisturbance, Attornment and Subordination Agreement and to provide an estoppel certificate satisfactory to the Agent upon the request of the Agent. 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 's 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 Borrower covenants and agrees at Borrower’s sole cost and expense to cause Mortgage Borrower to: (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. Borrower shall not, and shall not allow Mortgage Borrower, without MortgageeLender’s prior approval in each instance, which approval shall not be unreasonably withheld written consent or delayedas otherwise permitted by any provision of this 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), Borrower shall not, without Lender’s prior written consent: (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 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 good faith judgment is commercially reasonable. Additionally, 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. (d) Unless formally waived in writing by Agent under the Mortgage Loan Agreement, Borrower shall cause Mortgage Borrower to comply with Section 9.3(d) of the Mortgage Loan Agreement. If Agent is not requiring Mortgage Borrower to comply with Section 9.3(d) of the Mortgage Loan Agreement due to a formal written waiver in writing or amendment to the Mortgage Loan Documents, Lender may require compliance with said Section 9.3(d) by deposit of any Termination Payments an escrow account established by Lender for such purpose and to be disbursed on the same terms as set forth in Section 9.3(d) of the Mortgage Loan Agreement.

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. (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.

Leasing. (a) Mortgagor Borrower shall notobserve the covenants set forth in Section 5.1(s). (b) At Borrower's request, without Mortgagee’s prior approval Lender shall execute and deliver a subordination, nondisturbance and attornment agreement in each instancethe form of Exhibit B annexed hereto (or such other form as Borrower may propose from time to time, which approval shall subject to Lender's approval, not to be unreasonably withheld or delayed), among Lender, Borrower and any Tenant under a Lease permitted under Section 5.1(s) and demising no less than 10,000 square feet, provided that such Tenant also executes and delivers such agreement in favor of Lender. (c) Any Termination Fee (as hereinafter defined) shall be deposited and maintained in a separate Eligible Account in which Lender is hereby and shall be granted a security interest (the "TERMINATION PAYMENT ACCOUNT"), shall be applied in the following order of priority: (i) enter into or change, amend or modify, in to any manner whatsoeverpayment to a Reserve Account, any Lease, License or other agreement for the rental or occupancy payment of all Debt Service or any other payment required under the Loan Documents that is not paid when due, and (ii) to the costs and expenses incurred by Borrower in connection with that portion of the Mortgaged Property (each affected by the cancellation or termination of the Lease. Any portion of a “Lease”); (ii) terminate or cancel, or accept Termination Fee remaining on deposit in the Termination Payment Account will be released to Borrower upon the occupancy of the premises to which such Termination Fee is related by 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 replacement Tenant satisfactory to Lender and the receipt, collection or acceptance of, any prepayment commencement by such Tenant of the payment of rent or other charges under any pursuant to the related replacement Lease; provided, however, that if projected revenue with respect to a replacement Lease will be less than that for more than one month, except that Mortgagor may, the terminated lease during the remainder of the scheduled term of the terminated lease then the portion of the Termination Fee equal to the amount of such difference shall be retained in the Termination Payment Account and deposited monthly to the Deposit Account as Operating Income in an amount equal to such difference divided by the number of months remaining in the term of the terminated lease at the time of such termination or cancellation. "TERMINATION FEE" shall mean any payment, fee or penalty paid by a Tenant in connection with the execution cancellation or termination of any such Tenant's Lease, accept rent security deposits, which shall be held whether 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 reason of such Leases. Mortgagor shall enforce Tenant's default or pursuant to the performance and observance terms 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 such 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 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. (a) Mortgagor Borrower shall have the right, without the prior written consent of Lender to, enter into a new individual Lease or a Lease renewal affecting less than 75,000 rentable square feet of the Property, and thereafter to modify or amend the same, in each case without the consent of Lender but subject to the provisions of clauses (b) and (c) below. Borrower shall have the right, without the prior written consent of Lender, to terminate an individual Lease affecting less than 75,000 rentable square feet of the Property; provided that, in the aggregate over any six (6) month period, individual Leases affecting 125,000 rentable square feet or more may not be terminated without Lender’s prior written consent and provided that such termination is on commercially reasonable terms and shall not materially adversely affect the value of the Property. Borrower shall not, without Mortgagee’s the prior approval in each instancewritten consent of Lender, which approval shall not be unreasonably withheld or delayed: (i) enter into a new individual Lease or change, amend a Lease renewal (other than a renewal it is obligated to enter into pursuant to the existing Lease) or modify, in terminate any manner whatsoever, any Lease, License individual Lease after the date hereof affecting 75,000 or other agreement for the rental or occupancy of all or any portion more rentable square feet 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) hereofProperty. (b) Mortgagor All new Leases entered into from and after the date hereof shall be on the Lease Form approved by Lender pursuant to Section 3.1(v), without any changes to such Lease Form which would be materially adverse to Lender, shall be the result of arm’s-length negotiations, shall in the aggregate (taking into account all terms of such Lease, such as rent concessions, landlord’s obligations on Tenant Improvements and other economic benefits or concessions) provide for “market” rental rates and other market terms and shall not contain any additional terms which would materially adversely affect Lender’s rights under the Loan Documents (provided that the rent payable under a new Lease may be below market rate if (x) the lessee is a managing and/or leasing agent for Borrower and the space leased under the new Lease is to be used solely in connection with the managing and leasing of the Property and is of a size reasonably required for an office for such agent for such purposes, or (y) the rents from the space leased under the new Lease were, immediately prior to the entry into that Lease, below market rate, such new Lease was given in exchange for the surrender of the prior Lease and the below market discount reflected in such new Lease is not more than the below market discount of the Lease being surrendered); all future Leases shall provide that they are subordinate to the Mortgage and that the lessee agrees to attorn to Lender at all times fully Lender’s request and promptly comply withmay, keep in the case of the Leases described in clause (e) below, make subordination conditioned upon the granting of non-disturbance rights acceptable to Lender. (c) Borrower (i) shall observe and perform all of the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce the material terms, covenants, provisions covenants and conditions of any and all contained in the Leases on upon the part of the landlord lessee thereunder to be complied with, kept and performed, and will observed or performed in a commercially reasonable manner; (iii) shall not do or permit anything to be done which will constitute a breach of collect any of the termsrents more than one (1) month in advance (other than Security Deposits); (iv) shall not execute any assignment of lessor’s interest in the Leases or the Rents (except for the Assignment of Leases); (v) shall not alter, covenantsmodify or change the terms of the Leases in a manner which shall materially adversely effect Lender’s rights or remedies under the Loan Documents; and (vi) subject to the provisions of Section 5.1(n), provisions shall execute and conditions deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the Leases as Lender shall from time to time reasonably require. (d) With respect to Leases affecting 75,000 or more rentable square feet of the Property, Borrower may, at its discretion, submit for Lender’s approval (which shall not be unreasonably withheld, conditioned or delayed) leasing guidelines (the “Leasing Guidelines”) (provided that in all events Leasing Guidelines shall expire not later than one year after their initial approval). Subject to clause (b) above, any such Lease, which conforms in all material respects with approved Leasing Guidelines and the approved Lease Form will not be subject to Lender’s prior written consent. Any Lease submitted to Lender for Lender’s approval, which shall be accompanied by (x) an Officer’s Certificate on behalf of Borrower stating that said Lease complies in all respects with the requirements of clause (b) above and (y) a summary of the material terms of such Lease (including the economic terms and any termination options), shall be deemed approved if Lender shall have not notified Borrower in writing of its disapproval (together with a statement of the grounds of such disapproval) within three Business Days after Borrower has given Lender written notice that at least three (3) Business Days have elapsed since such submission). (e) Lender shall enter into, execute and deliver a nondisturbance and attornment agreement, in form and substance acceptable to Lender in its reasonable discretion, among Lender and any Tenant under a Lease which is permitted under or which has been approved (or deemed to have been approved) in accordance with the terms of this Agreement and which (i) with respect to a Lease of retail space, affects 1,000 square feet or more of rentable space in the Property or (ii) with respect to all other Leases, affects 14,000 or more rentable square feet of the Property, provided that, in each such case, such Tenant also executes and delivers such agreement in favor of Lender. (f) Borrower shall be entitled to retain (i) any termination payment paid by former tenants Clark, Ladner, ▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ or LeShoppe, Inc. or (ii) any other payment, fee or penalty (“Termination Fee”) paid by a Tenant in connection with the exercise of an express cancellation or termination clause provided in such Lease, if and only if at the time of such cancellation or termination, the Net Operating Income for the Property (exclusive of the then applicable Above Market IBM Rent Component) for the most recent trailing 12-month period for which Borrower has furnished the statements required by Section 5.1(j)(iii)(B) (excluding any Net Operating Income received during such period in respect of the Lease being canceled or terminated) is $7,500,000 or more. Mortgagor In all other circumstances not covered by the first sentence of this clause (f), and provided that no Default or Event of Default has occurred and is continuing, any Termination Fee shall enforce be deposited in the performance Deposit Account within two (2) Business Days of receipt thereof and observance of each and every termshall be applied, covenant, provision and condition of each and every Lease to be performed or observed on the part next Payment Date, in the following order of the tenant thereunder. Mortgagor shall give prompt notice to Mortgagee ofpriority: (i) any notice received by Mortgagor to the funding of any default by the landlord or Tax and Insurance Escrow Account to the lessee extent required to cause such account to be in the amount required under any LeaseSection 9.3; (ii) to 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 payment of the rent payable thereunderMonthly Debt Service Payment Amount; or (iii) to the interposition by any tenant funding of any defense or counterclaim the Leasing Reserve Account to the extent required to cause such account to be in any action or proceeding brought by Mortgagor against the amount required under Section 9.4; (iv) to the funding of the Capital Reserve Account to the extent required to cause such tenantaccount to be in the amount required under Section 9.4; and Mortgagor will cause (v) to the funding of the Low Debt Service Reserve Account to the extent required under Section 9.4. After payment of the foregoing items, all remaining funds shall be deposited in a copy of any processseparate Eligible Account in which Lender is hereby granted a security interest (the “Termination Payment Account”), pleading or notice received or served by Mortgagor in reference to any such action, defense or claim which funds are only to be promptly delivered released from such account (a) to Mortgagee. Mortgagor shall hold reimburse Borrower for the capital costs and expenses required to lease that portion of the Improvements affected by such cancellation or termination, such reimbursement to be made in trust all security deposits and advance rent given on account of any Leasethe manner provided by, 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 with, the provisions of Section 9.2.2 relating to Leasing Commissions and Tenant Improvement costs (and for so long as there are funds in the applicable LeasesTermination Payment Account, funds in the Leasing Reserve Account shall not be available for the reimbursement of such capital costs and expenses) or (b) to Borrower if Borrower delivers to Lender evidence satisfactory to Lender that the premises which were affected by such cancellation or termination have been fully relet to a tenant and that Borrower has no obligation whatsoever to pay for or perform any tenant improvement work in connection with such reletting; provided that the foregoing provisions shall not apply if a Default or an Event of Default has occurred and is continuing. (g) Borrower acknowledges that, because an Affiliate of Borrower owns the property which is immediately adjacent to the Property (the “Adjacent Property”), Borrower may have the opportunity to direct potential tenants to the Property or to the Adjacent Property. Recognizing such conflict of interest, and recognizing that it is in the best interest of Lender for the Property to be occupied fully, Borrower agrees that it will at all times conduct its leasing activities in a manner which is commercially fair and reasonable to the Property. (h) On or before April 15, 1998, Borrower shall deliver to Lender Subordination, Nondisturbance and Attornment Agreements in substantially the same form as the Subordination and Attornment Agreements granted by The Mitsubishi Trust and Banking Corporation, or such other form as may be reasonably Acceptable to Lender, executed by each Tenant set forth on Schedule 3.

Leasing. (a) Mortgagor Seller shall not, without Mortgagee’s Purchaser's prior approval in each instancewritten consent (a) enter into any new lease for an apartment unit with a first-time tenant unless the lease is on the Seller's standard form, which approval is for a period of no more than one (1) year and the rent shall be not less than the amount of rent for the applicable type of unit shown on Exhibit C attached hereto; or (b) enter into, and, renew or extend any Lease for an apartment unit with an existing tenant unless the lease is on Seller's standard form, is for a period of not more than one (1) year and not less than seven (7) months and that the rent for the amended, renewal or extension term 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 less than the amount of rent noted of rent for the rental or occupancy applicable type of all or any portion of the Property (each a “Lease”)unit shown on Exhibit C attached hereto; (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 for more than one month, except that Mortgagor may, at the time by reason 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 (iiid) grant any concessions to a tenant. On or prior to the interposition Closing, as a condition to the Closing for the benefit of Purchaser, Seller shall have performed all work necessary (including, without limitation, supplying operable kitchen appliances, installing new carpeting or cleaning existing carpeting, and repainting) to make all apartment units within the Property that have been vacated for more than five (5) days prior to the Closing ready for occupancy by any tenant incoming tenants, consistent with Seller's past practices (the "Ready Work"). In the event that all Ready Work has not been completed prior to the Closing, Purchaser may elect to either (a) terminate this Agreement and the Deposit shall be returned to Purchaser, and neither party shall have further rights or obligations pursuant to this Agreement, or (b) waive the completion of any defense or counterclaim in any action or proceeding brought by Mortgagor against such tenant; the Ready Work, proceed to close the transaction, and Mortgagor will cause receive 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 credit on account of any Leasethe incomplete Ready Work in an amount to be reasonably determined by Seller and Purchaser at Closing. Notwithstanding the foregoing, all such Ready Work shall be to the extent and deposit such security in a bank or trust company and shall not mingle such funds consistent with other funds. Mortgagor shall repay or apply such funds only in accordance with the provisions of the applicable LeasesSeller's previous practices.