Common use of Additional Covenants with respect to Leases Clause in Contracts

Additional Covenants with respect to Leases. Each Borrower (i) shall observe and perform the material obligations imposed upon the lessor under the Leases and shall not do or permit anything to impair the value of the Leases as security for the Debt; (ii) shall promptly send copies to Lender of all notices of default that such Borrower shall send or receive under any Lease; (iii) shall enforce, in accordance with commercially reasonable practices for properties similar to the Property, the terms, covenants and conditions in the Leases to be observed or performed by the lessees, short of termination thereof; (iv) shall not collect any of the Rents more than one month in advance (other than security deposits); (v) shall not execute any other assignment of lessor's interest in the Leases or the Rents (except as contemplated by the Loan Documents); (vi) shall not modify any Lease in a manner inconsistent with the Loan Documents; (vii) shall not convey or transfer or suffer or permit a conveyance or transfer of the Property so as to effect a merger of the estates and rights of, or a termination or diminution of the obligations of, lessees under Leases; (viii) shall not consent to any assignment of or subletting under any Material Lease unless required in accordance with its terms without the prior consent of Lender, which, with respect to a subletting, may not, so long as no Event of Default is continuing, be unreasonably withheld or delayed; and (ix) shall not cancel or terminate any Lease or accept a surrender thereof (except in the exercise of Borrowers' commercially reasonable judgment in connection with a tenant default under a Minor Lease) without the prior consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld or delayed.

Additional Covenants with respect to Leases. Each Borrower (i) shall observe and perform the material obligations imposed upon the lessor under the Leases and shall not do or permit anything to impair the value of the Leases as security for the Debt; (ii) shall promptly send copies to Lender of all notices of default that such Borrower shall send or receive under any Lease; (iii) shall enforce, in accordance with commercially reasonable practices for properties similar to the Property, the terms, covenants and conditions in the Leases to be observed or performed by the lessees, short of termination thereof; (iv) shall not collect any of the Rents more than one (1) month in advance (other than security deposits); (v) shall not execute any other assignment of lessor's ’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (vi) shall not modify any Lease in a manner inconsistent with the Loan Documents; (vii) shall not convey or transfer or suffer or permit a conveyance or transfer of the Property so as to effect a merger of the estates and rights of, or a termination or diminution of the obligations of, lessees under Leases; (viii) shall not consent to any assignment of or subletting under any Material Lease unless required in accordance with its terms without the prior consent of Lender, which, with respect to a subletting, may not, so long as no Event of Default is continuing, be unreasonably withheld or delayed; and (ix) shall not cancel or terminate any Lease or accept a surrender thereof (except in the exercise of Borrowers' Borrower’s commercially reasonable judgment in connection with a tenant default under a Minor LeaseLease or if such a termination or cancellation is a condition to leasing, to another tenant which will pay net effective rental rates comparable to existing local market rates, the space subject to the Lease being cancelled or terminated) without the prior consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Section 5.10, unless expressly agreed to in writing by Lender, any approval by Lender of a Proposed Material Lease or other Lease or proposed renewal, extension or modification of an existing Material Lease or other Lease pursuant to this Section 5.10 shall not be deemed to constitute an approval by Lender of any Approved Leasing Expenses payable in connection therewith for purposes of Section 2.9 hereof.

Additional Covenants with respect to Leases. Each Borrower (i) shall observe and perform all the material obligations imposed upon the lessor lessor, grantor or licensor, as applicable, under the Leases and shall not do or permit to be done anything to impair the value of the Leases as security for the Debt; (ii) shall promptly send copies to Lender of all notices of default that such which Borrower shall send or receive under any Leasethereunder; (iii) shall enforce, in accordance with commercially reasonable practices for properties similar to enforce all the Property, the material terms, covenants and conditions contained in the Leases upon the part of the lessee, grantee or licensee, as applicable, thereunder to be observed or performed by the lesseesperformed, short of termination thereofthereof (unless by reason of default thereunder); (iv) shall not collect any of the Rents (other than estimated payments of taxes and reimbursable expenses paid by tenants pursuant to their Leases) more than one (1) month in advance (other than security deposits)advance; (v) shall not execute any other assignment of the lessor's ’s interest in the Leases or the Rents (except as contemplated by the Loan Documents)in connection with a Transfer and Assumption; (vi) shall, upon request of Lender, request and use commercially reasonable efforts to obtain and deliver to Lender tenant estoppel certificates from each commercial tenant at the Property in form and substance reasonably satisfactory to Lender, provided that Borrower shall not modify be required to deliver such certificates more frequently than two (2) times in any Lease in a manner inconsistent with the Loan Documentscalendar year; and (vii) shall not convey or transfer or suffer or permit a conveyance or transfer execute and deliver at the request of the Property so as to effect a merger of the estates Lender all such further assurances, confirmations and rights of, or a termination or diminution of the obligations of, lessees under Leases; (viii) shall not consent to any assignment of or subletting under any Material Lease unless required in accordance with its terms without the prior consent of Lender, which, with respect to a subletting, may not, so long as no Event of Default is continuing, be unreasonably withheld or delayed; and (ix) shall not cancel or terminate any Lease or accept a surrender thereof (except in the exercise of Borrowers' commercially reasonable judgment assignments in connection with a tenant default under a Minor Lease) without the prior consent of Lender, which consent Property as Lender shall not, so long as no Event of Default is continuing, be unreasonably withheld or delayedfrom time to time reasonably require.

Additional Covenants with respect to Leases. Each Borrower (i) shall observe and perform the material obligations imposed upon the lessor under the Leases and shall not do or permit anything to impair the value of the Leases as security for the Debt; (ii) shall promptly send copies to Lender of all notices of default that such Borrower shall send or receive under any Lease; (iii) shall enforce, in accordance with commercially reasonable practices for properties similar to the Property, the terms, covenants and conditions in the Leases to be observed or performed by the lessees, short of termination thereof; (iv) shall not collect any of the Rents more than one month in advance (other than security deposits); (v) shall not execute any other assignment of lessor's ’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (vi) shall not modify any Lease in a manner inconsistent with the Loan Documents; (vii) shall not convey or transfer or suffer or permit a conveyance or transfer of the Property so as to effect a merger of the estates and rights of, or a termination or diminution of the obligations of, lessees under Leases; (viii) shall not consent to any assignment of or subletting under any Material Lease unless required in accordance with its terms without the prior consent of Lender, which, with respect to a subletting, may not, so long as no Event of Default is continuing, be unreasonably withheld or delayed; and (ix) shall not cancel or terminate any Lease or accept a surrender thereof (except in the exercise of Borrowers' Borrower’s commercially reasonable judgment in connection with a tenant default under a Minor Lease) without the prior consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld or delayed.

Additional Covenants with respect to Leases. Each Borrower (ia) shall observe and perform the material obligations imposed upon the lessor under the Leases and shall not do or permit anything to impair the value of the Leases as security for the Debt; (iib) shall promptly send copies to Lender of all notices of default that such Borrower shall send or receive under any Lease; (iiic) shall enforce, in accordance with commercially reasonable practices for properties similar to the Property, the terms, covenants and conditions in the Leases to be observed or performed by the lessees, short of termination thereof; (ivd) shall not collect any of the Rents more than one (1) month in advance (other than security deposits); (ve) shall not execute any other assignment of lessor's ’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (vif) shall not modify any Lease in a manner inconsistent with the Loan Documents; (viig) shall not convey or transfer or suffer or permit a conveyance or transfer of the Property so as to effect a merger of the estates and rights of, or a termination or diminution of the obligations of, lessees under Leases; (viiih) shall not consent to any assignment of or subletting under any Material Lease unless required in accordance with its terms without the prior written consent of Lender, which, with respect to a subletting, may not, so long as no Event of Default is continuing, be unreasonably withheld withheld, conditioned or delayed; and (ixi) shall not cancel or terminate any Lease or accept a surrender thereof (except (x) in the exercise of Borrowers' Borrower’s commercially reasonable judgment in connection with a tenant lessee default under a Minor Lease, or (y) if such termination or cancellation is a condition to entering into a new lease at the Property which (1) will pay net effective rental rates comparable to, and have a term not shorter than, the existing rent and term under the Lease to be terminated, (2) will occupy not less than the amount of space occupied pursuant to the Lease to be terminated, and (3) is with a Tenant with a reputation and credit worthiness at least equal to the Tenant being replaced) without the prior written consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld withheld, conditioned or delayed.

Additional Covenants with respect to Leases. Each Borrower (i) shall observe and perform the material obligations imposed upon the lessor under the Leases and shall not do or permit anything to impair the value of the Leases as security for the Debt; (ii) shall promptly send copies to Lender of all notices of default that such Borrower shall send or receive under any Lease; (iii) shall enforce, in accordance with commercially reasonable practices for properties similar to the Property, the terms, covenants and conditions in the Leases to be observed or performed by the lessees, short of termination thereof; (iv) shall not collect any of the Rents more than one (l) month in advance (other than security deposits); (v) shall not execute any other assignment of lessor's interest in the Leases or the Rents (except as contemplated by the Loan Documents); (vi) shall not modify any Lease in a manner inconsistent with the Loan Documents; (vii) shall not convey or transfer or suffer or permit a conveyance or transfer of the Property so as to effect a merger of the estates and rights of, or a termination or diminution of the obligations of, lessees under Leases; (viii) shall not consent to any assignment of or subletting under any Material Lease unless required in accordance with its terms without the prior consent of Lender, which, with respect to a subletting, may not, so long as no Event of Default is continuing, be unreasonably withheld or delayed; and (ix) shall not cancel or terminate any Lease or accept a surrender thereof (except in the exercise of Borrowers' Borrower's commercially reasonable judgment in connection with a tenant default under a Minor Lease) without the prior consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld or delayed.

Additional Covenants with respect to Leases. Each Borrower (i) shall observe and perform the material obligations imposed upon the lessor under the Leases and shall not do or permit anything to impair the value of the Leases as security for the Debt; (ii) shall promptly send copies to Lender of all notices of default that such Borrower shall send or receive under any Lease; (iii) shall enforce, in accordance with commercially reasonable practices for properties similar to the Property, the terms, covenants and conditions in the Leases to be observed or performed by the lessees, short of termination thereof; (iv) shall not collect any of the Rents more than one (1) month in advance (other than security deposits); (v) shall not execute any other assignment of lessor's ’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (vi) shall not modify any Lease in a manner inconsistent with the Loan Documents; (vii) shall not convey or transfer or suffer or permit a conveyance or transfer of the Property so as to effect a merger of the estates and rights of, or a termination or diminution of the obligations of, lessees under Leases; (viii) shall not consent to any assignment of or subletting under any Material Lease unless required in accordance with its terms without the prior written consent of Lender, which, with respect to a subletting, may not, so long as no Event of Default is continuing, be unreasonably withheld or delayed; and (ix) shall not cancel or terminate any Lease or accept a surrender thereof (except in the exercise of Borrowers' Borrower’s commercially reasonable judgment in connection with a tenant default under a Minor LeaseLease or as expressly permitted under the terms of such Lease in accordance with Section 5.10.3(d)) without the prior written consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld or delayed.

Additional Covenants with respect to Leases. Each Borrower shall cause Owner to (i) shall observe and perform all the material obligations imposed upon the lessor lessor, grantor or licensor, as applicable, under the Leases and shall not do or permit to be done anything to impair the value of the Leases as security for the Debt; (ii) shall promptly send copies to Lender of all notices of default that such which Borrower shall send or receive under any Leasethereunder; (iii) shall enforce, in accordance with commercially reasonable practices for properties similar to enforce all the Property, the material terms, covenants and conditions contained in the Leases upon the part of the lessee, grantee or licensee, as applicable, thereunder to be observed or performed by the lesseesperformed, short of termination thereofthereof (unless by reason of default thereunder); (iv) shall not collect any of the Rents (other than estimated payments of taxes and reimbursable expenses paid by tenants pursuant to their Leases) more than one (1) month in advance (other than security deposits)advance; (v) shall not execute any other assignment of the lessor's ’s interest in the Leases or the Rents (except as contemplated by the Loan Documents)in connection with a Transfer and Assumption; (vi) upon request of Lender, request and use commercially reasonable efforts to obtain and deliver to Lender tenant estoppel certificates from each commercial tenant at the Property in form and substance reasonably satisfactory to Lender, provided that Borrower shall not modify be required to deliver such certificates more frequently than two (2) times in any Lease in a manner inconsistent with the Loan Documentscalendar year; and (vii) shall not convey or transfer or suffer or permit a conveyance or transfer execute and deliver at the request of the Property so as to effect a merger of the estates Lender all such further assurances, confirmations and rights of, or a termination or diminution of the obligations of, lessees under Leases; (viii) shall not consent to any assignment of or subletting under any Material Lease unless required in accordance with its terms without the prior consent of Lender, which, with respect to a subletting, may not, so long as no Event of Default is continuing, be unreasonably withheld or delayed; and (ix) shall not cancel or terminate any Lease or accept a surrender thereof (except in the exercise of Borrowers' commercially reasonable judgment assignments in connection with a tenant default under a Minor Lease) without the prior consent of Lender, which consent Property as Lender shall not, so long as no Event of Default is continuing, be unreasonably withheld or delayedfrom time to time reasonably require.

Additional Covenants with respect to Leases. Each Borrower (i) shall observe and perform the material obligations imposed upon the lessor under the Leases and shall not do or permit anything to impair the value of the Leases as security for the Debt; (ii) shall promptly send copies to Lender of all notices of default that such Borrower shall send or receive under any Lease; (iii) shall enforce, in accordance with commercially reasonable practices for properties similar to the applicable Property, the terms, covenants and conditions in the Leases to be observed or performed by the lessees, short of termination thereof; (iv) shall not collect any of the Rents more than one month in advance (other than security deposits); (v) shall not execute any other assignment of lessor's interest in the Leases or the Rents (except as contemplated by the Loan Documents); (vi) shall not modify any Lease in a manner inconsistent with the Loan Documents; (vii) shall not convey or transfer or suffer or permit a conveyance or transfer of the any Property so as to effect a merger of the estates and rights of, or a termination or diminution of the obligations of, lessees under Leases; (viii) shall not consent to any assignment of or subletting under any Material Lease unless required in accordance with its terms without the prior consent of Lender, which, with respect to a subletting, may not, so long as no Event of Default is continuing, be unreasonably withheld or delayed; and (ix) shall not cancel or terminate any Lease or accept a surrender thereof (except in the exercise of Borrowers' the applicable Borrower's commercially reasonable judgment in connection with a tenant default under a Minor Lease) without the prior consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld or delayed.

Additional Covenants with respect to Leases. Each Borrower (ia) shall observe and perform the material obligations imposed upon the lessor under the Leases and shall not do or permit anything to materially impair the value of the Leases as security for the Debt; (iib) shall promptly send copies to Lender Administrative Agent of all written notices of default that such Borrower shall send or receive under any Lease; (iiic) shall enforce, in accordance with commercially reasonable practices for properties similar to the Property, the terms, covenants and conditions in the Leases to be observed or performed by the lessees, short of termination thereof; (ivd) shall not collect any of the Rents more than one month in advance (other than security deposits); (ve) shall not execute any other assignment of lessor's ’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (vif) shall not modify any Lease in a manner inconsistent with the Loan Documents; (viig) shall not convey or transfer or suffer or permit a conveyance or transfer of the Property so as to effect a merger of the estates and rights of, or a termination or diminution of the obligations of, lessees under Leases; (viiih) shall not consent to any assignment of or subletting under any Material Major Lease unless required in accordance with its terms without the prior express written consent of LenderAdministrative Agent, which, with respect to a subletting, may not, so long as no Event of Default is continuing, be unreasonably withheld withheld, conditioned or delayed; and (ixi) shall not cancel or terminate any Lease or accept a surrender thereof (subject to any early termination options expressly set forth in any such Lease or the terms of any “good guy” guaranty and except upon the expiration of the term of a Lease or in the exercise of Borrowers' Borrower’s commercially reasonable judgment in connection with a tenant default under a Minor Lease) without the prior express written consent of LenderAdministrative Agent, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld withheld, conditioned or delayed. If (x) Administrative Agent fails to expressly approve or disapprove a written request from Borrower to Administrative Agent for Administrative Agent’s consent to any action contained in clauses (a) through (i) hereunder within ten (10) Business Days following Borrower’s delivery of the materials required with respect hereto, (y) Borrower delivers to Administrative Agent a second submission with respect thereto, but with such second submission stating in bold uppercase letters at the top of such request “SECOND AND FINAL NOTICE -- TIME SENSITIVE APPROVAL OR DISAPPROVAL REQUIRED WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT, OR DEEMED APPROVAL WILL OCCUR” and (z) Administrative Agent fails to expressly approve or disapprove the action(s) identified in such second submission within such additional five (5) Business Day period, then such action(s) shall be deemed to have been approved by Administrative Agent.

Additional Covenants with respect to Leases. Each Borrower (i) shall observe and perform the material obligations imposed upon the lessor under the Leases and shall not do or permit anything to materially impair the value of the Leases as security for the Debt; (ii) shall promptly send copies to Lender of all written notices of default that such Borrower shall send or receive under any Lease; (iii) shall enforce, in accordance with commercially reasonable practices for properties similar to the Property, the terms, covenants and conditions in the Leases to be observed or performed by the lessees, short of termination thereof; (iv) shall not collect any of the Rents more than one month in advance (other than security depositsdeposits and last month’s rents aggregating not more than two (2) months’ rent); (v) shall not execute any other assignment of lessor's ’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (vi) shall not modify any Lease in a manner inconsistent with the Loan Documents; (vii) shall not convey or transfer or suffer or permit a conveyance or transfer of the Property so as to effect a merger of the estates and rights of, or a termination or diminution of the obligations of, lessees under Leases; (viii) shall not consent to any assignment of or subletting under any Material Lease unless required in accordance with its terms without the prior consent of Lender, which, with respect to a subletting, may not, so long as no Event of Default is continuing, be unreasonably withheld withheld, conditioned or delayed; and (ix) shall not cancel or terminate any Material Lease or accept a surrender thereof (except in the exercise of Borrowers' commercially reasonable judgment in connection with a tenant default under a Minor Lease) without the prior consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld withheld, conditioned or delayed.

Additional Covenants with respect to Leases. Each Borrower (ia) shall observe and perform the material obligations imposed upon the lessor under the Leases and shall not do or permit anything to impair the value of the Leases as security for the Debt; (iib) shall promptly send copies to Lender of all notices of default that such Borrower shall send or receive under any Lease; (iiic) shall enforce, in accordance with commercially reasonable practices for properties similar to the PropertyProperties, the terms, covenants and conditions in the Leases to be observed or performed by the lessees, short of termination thereof; (ivd) shall not collect any of the Rents more than one (1) month in advance (other than security deposits); (ve) shall not execute any other assignment of lessor's ’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (vif) shall not modify any Lease in a manner inconsistent with the Loan Documents; (viig) shall not convey or transfer or suffer or permit a conveyance or transfer of the any Individual Property so as to effect a merger of the estates and rights of, or a termination or diminution of the obligations of, lessees under Leases; (viiih) shall not consent to any assignment of or subletting under any Material Lease unless required in accordance with its terms without the prior written consent of Lender, which, with respect to a subletting, may not, so long as no Event of Default is continuing, be unreasonably withheld withheld, conditioned or delayed; and (ixi) shall not cancel or terminate any Lease or accept a surrender thereof (except (x) in the exercise of Borrowers' Borrower’s commercially reasonable judgment in connection with a tenant lessee default under a Minor Lease, or (y) if such termination or cancellation is a condition to entering into a new lease at the applicable Individual Property which (1) will pay net effective rental rates comparable to, and have a term not shorter than, the existing rent and term under the Lease to be terminated, (2) will occupy not less than the amount of space occupied pursuant to the Lease to be terminated, and (3) is with a Tenant with a reputation and credit worthiness at least equal to the Tenant being replaced) without the prior written consent of Lender, which consent (other than with respect to any Master Lease which may only be terminated with Lender’s prior written consent which may be granted or withheld by Lender in its sole discretion) shall not, so long as no Event of Default is continuing, be unreasonably withheld withheld, conditioned or delayed.

Additional Covenants with respect to Leases. Each Borrower (i) shall observe and perform the material obligations imposed upon the lessor under the Leases and shall not do or permit anything to impair the value of the Leases as security for the Debt; (ii) shall promptly send copies to Lender of all notices of default that such Borrower shall send or receive under any Lease; (iii) shall enforce, in accordance with commercially reasonable practices for properties similar to the Property, the terms, covenants and conditions in the Leases to be observed or performed by the lessees, short of termination thereof; (iv) shall not collect any of the Rents more than one month in advance (other than security deposits); (v) shall not execute any other assignment of lessor's interest in the Leases or the Rents (except as contemplated by the Loan Documents); (vi) shall not modify any Lease in a manner inconsistent with the Loan Documents; (vii) shall not convey or transfer or suffer or permit a conveyance or transfer of the Property so as to effect a merger of the estates and rights of, or a termination or diminution of the obligations of, lessees under Leases; (viii) shall not consent to any assignment of or subletting under any Material Lease unless required in accordance with its terms without the prior consent of Lender, which, with respect to a subletting, may not, so long as no Event of Default is continuing, be unreasonably withheld or delayed; and (ix) shall not cancel or terminate any Lease or accept a surrender thereof (except in the exercise of Borrowers' Borrower's commercially reasonable judgment in connection with a tenant default under a Minor LeaseLease or as expressly permitted under the terms of such Lease in accordance with Section 5.10.3(d)) without the prior consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld or delayed.

Additional Covenants with respect to Leases. Each Borrower (a) Borrowers (i) shall observe and perform the material obligations imposed upon the lessor under the Leases each Lease and shall not do or permit anything to impair the value of the Leases as security for the Debt; (ii) shall deliver to Lender a copy of any material notice, plan, report or other written communication delivered to Borrowers by or on behalf of tenants under the applicable Lease, within three (3) Business Days after receipt by Borrowers; (iii) shall give Lender a copy of any material written notice given by any Borrower to a tenant under a Lease simultaneously with the giving of such notice to tenant; (iv) shall promptly send copies to Lender of all notices of default that such any Borrower shall send or receive under any Leasethe Leases; (iiiv) shall enforce, in accordance with commercially reasonable practices for properties similar to the applicable 41 Property, the terms, covenants and conditions in the Leases to be observed or performed by the lesseestenants, short of termination thereof; (ivvi) shall not collect any of the Rents more than one (1) month in advance (other than security deposits); (vvii) shall not execute any other assignment of lessor's ’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (vi) shall not modify any Lease in a manner inconsistent with the Loan Documents; (viiviii) shall not convey or transfer or suffer or permit a conveyance or transfer of the any Property so as to effect a merger of the estates and rights of, or a termination or diminution of the obligations of, lessees tenants under Leases; (viiiix) shall not consent to any assignment of or subletting under any Material Lease unless required in accordance with its terms without the prior consent of Lender, which, which consent shall not be unreasonably withheld with respect to a subletting, may not, so long as no Event of Default is continuing, be unreasonably withheld or delayedany Qualifying Lease; and (ixx) shall not cancel or terminate any Lease or accept a surrender thereof (except in the exercise of Borrowers' commercially reasonable judgment in connection with a tenant default under a Minor Lease) without the prior consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld or delayed.

Additional Covenants with respect to Leases. Each Borrower (i) shall observe and perform the material obligations imposed upon the lessor under the Leases and shall not do or permit anything nothing to impair the value of the Leases as security for the Debt; (ii) shall promptly send copies to Lender of all notices of default that such Borrower shall send or receive under any Lease; (iii) shall enforce, in accordance with commercially reasonable practices for properties similar to the Property, the terms, covenants and conditions in the Leases to be observed or performed by the lessees, short of termination thereofthereof (except as provided in clause (ix) below); (iv) shall not collect any of the Rents more than one (1) month in advance (other than security deposits); (v) shall not execute any other assignment of lessor's ’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (vi) shall not modify any Lease in a manner inconsistent with the Loan Documents; (vii) shall not convey or transfer or suffer or permit a conveyance or transfer of the Property so as to effect a merger of the estates and rights of, or a termination or diminution of the obligations of, lessees under Leases; (viii) shall not consent to any assignment of or subletting under any Material Lease unless required in accordance with its terms without the prior consent of Lender, which, with respect to a subletting, may not, so long as no Event of Default is continuing, be unreasonably withheld or delayeddelayed (provided that Lender’s consent shall not be required in connection with (i) an assignment if the assigning tenant (and its guarantor, if applicable) remains primarily liable under the applicable Lease or (ii) a subletting of less than 100,000 square feet); and (ix) shall not cancel or terminate any Lease or accept a surrender thereof (except in the exercise of Borrowers' Borrower’s commercially reasonable judgment in connection with a tenant default under a Minor LeaseLease or if such a termination or cancellation is a condition to leasing, to another tenant which will pay net effective rental rates comparable to existing local market rates, the space subject to the Lease being cancelled or terminated) without the prior consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld or delayed.

Additional Covenants with respect to Leases. Each Borrower (i) shall observe and perform the material obligations imposed upon the lessor under the Leases and shall not do or permit anything to impair the value of the Leases as security for the Debt; (ii) shall promptly send copies to Lender Administrative Agent of all notices of default that such Borrower shall send or receive under any Major Lease; (iii) shall enforce, in accordance with commercially reasonable practices for properties similar to the Property, the terms, covenants and conditions in the Leases to be observed or performed by the lessees, short of termination thereof; (iv) shall not collect any of the Rents more than one month in advance (other than security deposits); (v) shall not execute any other assignment of lessor's ’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (vi) shall not modify any Lease in a manner inconsistent with the Loan Documents; (vii) shall not convey or transfer or suffer or permit a conveyance or transfer of the Property so as to effect a merger of the estates and rights of, or a termination or diminution of the obligations of, lessees under Leases; (viii) shall not consent to any assignment of or subletting under any Material Major Lease unless required in accordance with its terms without the prior consent of LenderAdministrative Agent, which, with respect to a subletting, may not, so long as no Event of Default is continuing, be unreasonably withheld or delayed; and (ix) shall not cancel or terminate any Lease or accept a surrender thereof (except in the exercise of Borrowers' Borrower’s commercially reasonable judgment in connection with a tenant default under a Minor LeaseLease which is not a Major Lease and provided any termination payment in connection thereto is deposited pursuant to Section 3.8 (if applicable)) without the prior consent of LenderAdministrative Agent, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld or delayed.

Additional Covenants with respect to Leases. Each Borrower shall cause Mortgage Borrower to (i) shall observe and perform the material obligations imposed upon the lessor under the Leases Leases, and shall not do or permit anything to impair the value of the Leases as security for the Debt; (ii) shall promptly send copies to Lender of all notices of default that such Mortgage Borrower shall send or receive under any Lease; (iii) shall enforce, in accordance with commercially reasonable practices for properties similar to the Property, the terms, covenants and conditions in the Leases to be observed or performed by the lessees, short of termination thereof; (iv) shall not collect any of the Rents more than one month in advance (other than security deposits); (v) shall not execute any other assignment of lessor's ’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (vi) shall not modify any Lease in a manner inconsistent with the Loan Documents; (vii) shall not convey or transfer or suffer or permit a conveyance or transfer of the Property so as to effect a merger of the estates and rights of, or a termination or diminution of the obligations of, lessees under Leases; (viii) shall not consent to any assignment of or subletting under any Material Lease unless required in accordance with its terms without the prior consent of Lender, which, with respect to a subletting, may not, so long as no Event of Default is continuing, be unreasonably withheld or delayed; and (ix) shall not cancel or terminate any Lease or accept a surrender thereof (except in the exercise of Borrowers' commercially reasonable judgment in connection with a tenant default under a Minor Lease) without the prior consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld or delayed; and (x) shall deliver to Lender within five (5) Business Days of receipt all notices from any Tenant of such Tenant’s intent to vacate the Property or terminate the Lease.

Additional Covenants with respect to Leases. Each Borrower Borrower: (ia) shall observe and perform the material obligations imposed upon the lessor under the Leases and shall not do or permit anything to impair the value of the Leases as security for the Debt; (iib) shall promptly send copies to Lender of all notices of default that such Borrower shall send or receive under any Lease; (iiic) shall enforce, in accordance with commercially reasonable practices for properties similar to the applicable Property, the terms, covenants and conditions in the Leases to be observed or performed by the lessees, short of termination thereof; (ivd) shall not collect any of the Rents more than one (1) month in advance (other than security deposits); (ve) shall not execute any other assignment of lessor's interest in the Leases or the Rents (except as contemplated by the Loan Documents); (vif) shall not modify any Lease in a manner inconsistent with the Loan Documents; (viig) shall not convey or transfer or suffer or permit a conveyance or transfer of the any Property so as to effect a merger of the estates and rights of, or a termination or diminution of the obligations of, lessees under Leases; (viiih) shall not consent to any assignment of or subletting under any Material Lease unless required in accordance with its terms without the prior consent of Lender, which, with respect to a subletting, may not, so long as no Event of Default is continuing, be unreasonably withheld or delayed; and (ixi) shall not cancel or terminate any Lease or accept a surrender thereof (except in the exercise of Borrowers' the applicable Borrower's commercially reasonable judgment in connection with a tenant default under a Minor LeaseLease provided no Cash Management Period is then continuing) without the prior consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld or delayed.

Additional Covenants with respect to Leases. Each Borrower (i) shall observe and perform the material obligations imposed upon the lessor under the Leases to which it is a party, including, without limitation, any obligation it has undertaken to provide tenant improvement allowances, and shall not do or permit anything to impair the value of the Leases as security for the Debt; (ii) shall promptly send copies to Lender of all material notices of default that such Borrower shall send or receive under any Material Lease; (iii) shall enforce, in accordance with commercially reasonable practices for properties similar to the applicable Property, the terms, covenants and conditions in the Leases to be observed or performed by the lessees, short of termination thereof; (iv) shall not collect any of the Rents more than one (1) month in advance (other than security deposits); (v) shall not execute any other assignment of lessor's ’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (vi) shall not modify any Lease in a manner inconsistent with the Loan Documents; (vii) shall not convey or transfer or suffer or permit a conveyance or transfer of the applicable Property so as to effect a merger of the estates and rights of, or a termination or diminution of the obligations of, lessees under Leases; (viiivii) shall not consent to any assignment of or subletting under any Material Lease unless required in accordance with its terms without the prior consent of Lender, which, with respect to a subletting, may not, so long as no Event of Default is continuing, be unreasonably withheld or delayed; and (ixviii) shall not cancel or terminate any Lease or accept a surrender thereof (except in the exercise of Borrowers' such Borrower’s commercially reasonable judgment in connection with a tenant default under a Minor Lease) without the prior consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld or delayed; (ix) shall pay when due all leasing commissions payable by such Borrower in connection with any Lease; and (x) shall cooperate with Lender to obtain subordination non-disturbance and attornment agreements in form and substance reasonably satisfactory to Lender from each tenant under any Material Lease. Provided that no Event of Default has occurred and is continuing, if any Borrower provides Lender with a written request for approval for any action requiring Lender’s consent or approval under this Section 5.10.5 (which written request shall specifically refer to this Section 5.10.5 and shall state that failure by Lender to approve or disapprove such request within ten (10) days will constitute a deemed approval and shall be accompanied by a reasonably detailed description of the request) and Lender fails to reject the request in writing delivered to the applicable Borrower within ten (10) days after receipt by Lender of the request (which rejection shall set forth the reasons for such rejection), the action which is the subject of such request shall be deemed approved.

Additional Covenants with respect to Leases. Each Borrower (i) shall observe and perform the material obligations imposed upon the lessor under the Leases and shall not do or permit anything to impair the value of the Leases as security for the Debt; (ii) shall promptly send copies to Lender of all notices of material default that such Borrower shall send or receive under any Lease; Lease (iii) shall enforce, in accordance with commercially reasonable practices for properties similar to the applicable Property, the terms, covenants and conditions in the Leases to be observed or performed by the lessees, short of termination thereof; (iv) shall not collect any of the Rents more than one (1) month in advance (other than security deposits); (v) shall not execute any other assignment of lessor's ’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (vi) shall not modify any Lease in a manner inconsistent with the Loan Documents; (vii) shall not convey or transfer or suffer or permit a conveyance or transfer of the any Property so as to effect a merger of the estates and rights of, or a termination or diminution of the obligations of, lessees under Leases; (viii) shall not consent to any assignment of or subletting under any Material Lease unless required in accordance with its terms without the prior consent of Lender, which, with respect to a subletting, may not, so long as no Event of Default is continuing, be unreasonably withheld or delayed; and (ix) shall not cancel or terminate any Lease or accept a surrender thereof (except in the exercise of Borrowers' the applicable Borrower’s commercially reasonable judgment in connection with a tenant default under a Minor LeaseLease or if the applicable tenant is leasing new or additional space at the Property (with demised square footage of at least the amount of square footage being terminated) on terms that are at then market rates with rental rates at least equal to the retail rates set forth in the Lease being terminated without the prior consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld or delayed.

Additional Covenants with respect to Leases. Each Borrower (i) shall observe and perform the material obligations imposed upon the lessor under the Leases and shall not do or permit anything to impair the value of the Leases as security for the Debt; (ii) shall promptly send copies to Lender of all notices of default that such Borrower shall send or receive under any Lease; (iii) shall enforce, in accordance with commercially reasonable practices for properties similar to the Property, the terms, covenants and conditions in the Leases to be observed or performed by the lessees, short of termination thereof; (iv) shall not collect any of the Rents more than one (1) month in advance (other than security deposits); (v) shall not execute any other assignment of lessor's interest in the Leases or the Rents (except as contemplated by the Loan Documents); (vi) shall not modify any Lease in a manner inconsistent with the Loan Documents; (vii) shall not convey or transfer or suffer or permit a conveyance or transfer of the Property so as to effect a merger of the estates and rights of, or a termination or diminution of the obligations of, lessees under Leases; (viii) shall not consent to any assignment of or subletting under any Material Lease unless required in accordance with its terms without the prior consent of Lender, which, with respect to a subletting, may not, so long as no Event of Default is continuing, be unreasonably withheld or delayed; and (ix) shall not cancel or terminate any Lease or accept a surrender thereof (except in the exercise of Borrowers' Borrower's commercially reasonable judgment in connection with a tenant default under a Minor Lease) without the prior consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld or delayed. Without limiting the provisions of this Section 5.10.4, Borrower agrees that in the event Borrower receives written notice after the date hereof from the Unisys Tenant requiring Borrower to further repair the roof of the Property (in connection with prior roof leaks, and as more particularly described in correspondence from the Unisys Tenant to Borrower's predecessor in interest dated January 6, 2005 and February 28, 2005), Borrower shall (i) notify Lender in writing within three Business Days after Borrowers first receive such notice and (ii) promptly and expeditiously take all steps necessary (and pay all costs and expenses related thereto) to repair the same to satisfaction of the Unisys Tenant (the "ROOF WORK").

Additional Covenants with respect to Leases. Each Borrower (i) shall observe and perform the material obligations imposed upon the lessor under the Leases and shall not do or permit anything nothing to impair the value of the Leases as security for the Debt; (ii) shall promptly send copies to Lender of all notices of default that such Borrower shall send or receive under any Lease; (iii) shall enforce, in accordance with commercially reasonable practices for properties similar to the Property, the terms, covenants and conditions in the Leases to be observed or performed by the lessees, short of termination thereofthereof (except as provided in clause (ix) below); (iv) shall not collect any of the Rents more than one (1) month in advance (other than security deposits); (v) shall not execute any other assignment of lessor's ’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (vi) shall not modify any Lease in a manner inconsistent with the Loan Documents; (vii) shall not convey or transfer or suffer or permit a conveyance or transfer of the Property so as to effect a merger of the estates and rights of, or a termination or diminution of the obligations of, lessees under Leases; (viii) shall not consent to any assignment of or subletting under any Material Lease unless required in accordance with its terms without the prior consent of Lender, which, with respect to a subletting, may not, so long as no Event of Default is continuing, be unreasonably withheld or delayeddelayed (provided that Lender’s consent shall not be required in connection with (i) an assignment if the assigning tenant (and its guarantor, if applicable) remains primarily liable under the applicable Lease or (ii) a subletting of less than 80,000 square feet); and (ix) shall not cancel or terminate any Lease or accept a surrender thereof (except in the exercise of Borrowers' Borrower’s commercially reasonable judgment in connection with a tenant default under a Minor LeaseLease or if such a termination or cancellation is a condition to leasing, to another tenant which will pay net effective rental rates comparable to existing local market rates, the space subject to the Lease being cancelled or terminated) without the prior consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld withheld, conditioned or delayed.

Additional Covenants with respect to Leases. Each Borrower (i) shall observe and perform the material obligations imposed upon the lessor under the Leases and shall not do or permit anything to impair the value of the Leases as security for the Debt; (ii) shall promptly send copies to Lender of all notices of default that such Borrower shall send or receive under any Major Lease; (iii) shall enforce, in accordance with commercially reasonable practices for properties similar to the Property, the terms, covenants and conditions in the Leases to be observed or performed by the lessees, short of termination thereof; (iv) shall not collect any of the Rents more than one month in advance (other than security deposits); (v) shall not execute any other assignment of lessor's ’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (vi) shall not modify any Lease in a manner inconsistent with the Loan Documents; (vii) shall not convey or transfer or suffer or permit a conveyance or transfer of the Property so as to effect a merger of the estates and rights of, or a termination or diminution of the obligations of, lessees under Leases; (viii) shall not consent to any assignment of or subletting under any Material Major Lease unless required in accordance with its terms without the prior consent of Lender, which, with respect to a subletting, may not, so long as no Event of Default is continuing, be unreasonably withheld or delayed; and (ix) shall not cancel or terminate any Lease or accept a surrender thereof (except in the exercise of Borrowers' Borrower’s commercially reasonable judgment in connection with a tenant default under a Minor Lease which is not a Major Lease) without the prior consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld or delayed.

Additional Covenants with respect to Leases. Each Borrower shall cause each Owner to (i) shall observe and perform the material obligations imposed upon the lessor under the Leases and shall not do or permit anything to impair the value of the Leases as security for the Debt; (ii) shall promptly send copies to Lender of all notices of default that such Borrower Owner shall send or receive under any Lease; (iii) shall enforce, in accordance with commercially reasonable practices for properties similar to the Property, the terms, covenants and conditions in the Leases to be observed or performed by the lessees, short of termination thereof; (iv) shall not collect any of the Rents more than one month in advance (other than security deposits); (v) shall not execute any other assignment of lessor's interest in the Leases or the Rents (except as contemplated by the Loan Documents and the Senior Loan Documents); (vi) shall not modify any Lease in a manner inconsistent with the Loan Documents; (vii) shall not convey or transfer or suffer or permit a conveyance or transfer of the Property so as to effect a merger of the estates and rights of, or a termination or diminution of the obligations of, lessees under Leases; (viii) shall not consent to any assignment of or subletting under any Material Lease unless required in accordance with its terms without the prior consent of Lender, which, with respect to a subletting, may not, so long as no Event of Default is continuing, be unreasonably withheld or delayed; and (ix) shall not cancel or terminate any Lease or accept a surrender thereof (except where the Lease in effect on the date of this Agreement provides to Tenant the right to cause such cancellation, termination or surrender to occur, or in the exercise of Borrowers' Owner's commercially reasonable judgment in connection with a tenant default under a Minor Lease) without the prior consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld or delayed.

Additional Covenants with respect to Leases. Each Borrower (i) shall observe and perform the material obligations imposed upon the lessor under the Leases and shall not do or permit anything to impair the value of the Leases as security for the Debt; (ii) shall promptly send copies to Lender of all notices of default that such Borrower shall send or receive under any Lease; (iii) shall enforce, in accordance with commercially reasonable practices for properties similar to the Property, the terms, covenants and conditions in the Leases to be observed or performed by the lessees, short of termination thereof; (iv) shall not collect any of the Rents more than one month in advance (other than security deposits); (v) shall not execute any other assignment of lessor's ’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (vi) shall not modify any Lease in a manner inconsistent with the Loan Documents; (vii) shall not convey or transfer or suffer or permit a conveyance or transfer of the Property so as to effect a merger of the estates and rights of, or a termination or diminution of the obligations of, lessees under Leases; (viii) shall not consent to any assignment of or subletting under any Material Lease unless required in accordance with its terms without the prior consent of Lender, which, with respect to a subletting, may not, so long as no Event of Default is continuing, be unreasonably withheld or delayed; and (ix) shall not cancel or terminate any Lease or accept a surrender thereof (except in the exercise of Borrowers' commercially reasonable judgment in connection with a tenant default under a Minor Lease) without the prior consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld or delayeddelayed and (x) Borrower covenants that all costs, charges, reimbursements and expenses charged by Borrower, as landlord, of Tenants pursuant to the terms and provisions of Leases shall be properly payable in accordance with the terms of such Leases.

Additional Covenants with respect to Leases. Each Borrower (i) shall observe and perform the material obligations imposed upon the lessor under the Leases and shall not do or permit anything to impair the value of the Leases as security for the Debt; (ii) shall promptly send copies to Lender of all notices of default that such Borrower shall send or receive under any Lease; (iii) shall enforce, in accordance with commercially reasonable practices for properties similar to the Property, the terms, covenants and conditions in the Leases to be observed or performed by the lessees, short of termination thereof; (iv) shall not collect any of the Rents more than one (1) month in advance (other than security deposits); (v) shall not execute any other assignment of lessor's ’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (vi) shall not modify any Lease in a manner inconsistent with the Loan Documents; (vii) shall not convey or transfer or suffer or permit a conveyance or transfer of the Property so as to effect a merger of the estates and rights of, or a termination or diminution of the obligations of, lessees under Leases; (viii) shall not consent to any assignment of or subletting under any Material Lease unless required in accordance with its terms without the prior consent of Lender, which, with respect to a subletting, may not, so long as no Event of Default is continuing, be unreasonably withheld or delayed; and (ix) shall not cancel or terminate any Lease or accept a surrender thereof (except in the exercise of Borrowers' commercially reasonable judgment in connection with a tenant default under a Minor Lease) without the prior consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld or delayed.

Additional Covenants with respect to Leases. Each Borrower (i) shall observe and perform the material obligations imposed upon the lessor under the Leases in a commercially reasonable manner and shall not do or permit anything to impair the value of the Leases as security for the DebtLiabilities; (ii) shall promptly send copies to Lender Administrative Agent of all written notices of default that such Borrower shall send or receive under any Lease; (iii) shall enforce, in accordance with commercially reasonable practices for properties similar to the Mortgaged Property, the terms, covenants and conditions in the Leases to be observed or performed by the lessees, short of termination thereof; (iv) shall not collect any of the Rents more than one month in advance (other than security deposits); (v) shall not execute any other assignment of lessor's ’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (vi) shall not modify any Lease in a manner inconsistent with the Loan Documents; (vii) shall not convey or transfer or suffer or permit a conveyance or transfer of the Mortgaged Property so as to effect a merger of the estates and rights of, or a termination or diminution of the obligations of, lessees under Leases; (viii) shall not consent to any assignment of or subletting under any Material Major Lease unless required in accordance with its terms without the prior consent of Administrative Agent, on behalf of Lender, which, with respect to a subletting, may not, so long as no Event of Default has occurred and is continuing, be unreasonably withheld withheld, conditioned or delayed; and (ix) shall not cancel or terminate any Major Lease or accept a surrender thereof (except in the exercise of Borrowers' Borrower’s commercially reasonable judgment in connection with a tenant Tenant default under a Minor LeaseLease which is not a Major Lease and provided any termination payment in connection thereto is deposited pursuant to this Section 5.17(e) hereof without the prior consent of LenderAdministrative Agent, which consent shall not, so long as no Event of Default has occurred and is continuing, be unreasonably conditioned, withheld or delayed.

Additional Covenants with respect to Leases. Each Borrower (i) shall observe and perform the material obligations imposed upon the lessor under the Leases and shall not do or permit anything to impair the value of the Leases as security for the Debt; (ii) shall promptly send copies to Lender of all notices of default that such Borrower shall send or receive under any Lease; (iii) shall enforce, in accordance with commercially reasonable practices for properties similar to the Property, the terms, covenants and conditions in the Leases to be observed or performed by the lessees, short of termination thereof; (iv) shall not collect any of the Rents more than one month in advance (other than security deposits); (v) shall not execute any other assignment of lessor's interest in the Leases or the Rents (except as contemplated by the Loan Documents); (vi) shall not modify any Lease in a manner inconsistent with the Loan Documents; (vii) shall not convey or transfer or suffer or permit a conveyance or transfer of the Property so as to effect a merger of the estates and rights of, or a termination or diminution of the obligations of, lessees under Leases; (viii) shall not consent to any assignment of or subletting under any Material Lease unless required in accordance with its terms without the prior written consent of Lender, which, with respect to a subletting, may not, so long as no Event of Default is continuing, be unreasonably withheld or delayed; and (ix) shall not cancel or terminate any Lease or accept a surrender thereof (except in the exercise of Borrowers' Borrower's commercially reasonable judgment in connection with a tenant default under a Minor LeaseLease or as expressly permitted under the terms of such Lease in accordance with Section 5.10.3(d)) without the prior consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld or delayed.

Additional Covenants with respect to Leases. Each Borrower (i) shall observe and perform the material obligations imposed upon the lessor under the Leases and shall not do or permit anything to impair the value of the Leases as security for the Debt; (ii) shall promptly send copies to Lender of all notices of default that such Borrower shall send or receive under any Lease; (iii) shall enforce, in accordance with commercially reasonable practices for properties similar to the Property, the terms, covenants and conditions in the Leases to be observed or performed by the lessees, short of termination thereof; (iv) shall not collect any of the Rents more than one month in advance (other than security deposits); (v) shall not execute any other assignment of lessor's ’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (vi) shall not modify any Lease in a manner inconsistent with the Loan Documents; (vii) shall not convey or transfer or suffer or permit a conveyance or transfer of the Property so as to effect a merger of the estates and rights of, or a termination or diminution of the obligations of, lessees under Leases; (viii) shall not consent to any assignment of or subletting under any Material Major Lease unless required in accordance with its terms without the prior consent of Lender, which, with respect to a subletting, may not, so long as no Event of Default is continuing, be unreasonably withheld or delayedwithheld; and (ix) shall not cancel or terminate any Lease or accept a surrender thereof (except in the exercise of Borrowers' Borrower’s commercially reasonable judgment in connection with a tenant default under a Minor LeaseLease or as required in accordance with its terms) without the prior consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld or delayedwithheld.

Additional Covenants with respect to Leases. Each Borrower (i) shall observe and perform the material obligations imposed upon the lessor under the Leases and shall not do or permit anything to impair the value of the Leases as security for the Debt; (ii) shall promptly send copies to Lender of all notices of default that such Borrower shall send or receive under any Lease; (iii) shall enforce, in accordance with commercially reasonable practices for properties similar to the applicable Property, the terms, covenants and conditions in the Leases to be observed or performed by the lessees, short of termination thereof; (iv) shall not collect any of the Rents more than one (1) month in advance (other than security deposits); (v) shall not execute any other assignment of lessor's ’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (vi) shall not modify any Lease in a manner inconsistent with the Loan Documents; (vii) shall not convey or transfer or suffer or permit a conveyance or transfer of the any Property so as to effect a merger of the estates and rights of, or a termination or diminution of the obligations of, lessees under Leases; (viii) shall not consent to any assignment of or subletting under any Material Lease unless required in accordance with its terms without the prior consent of Lender, which, with respect to a subletting, may not, so long as no Event of Default is continuing, be unreasonably withheld or delayed; and (ix) shall not cancel or terminate any Lease or accept a surrender thereof (except in the exercise of Borrowers' the applicable Borrower’s commercially reasonable judgment in connection with a tenant default under a Minor Lease) without the prior consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld or delayed.

Additional Covenants with respect to Leases. Each Borrower (iBorrower(i) shall observe and perform the material obligations imposed upon the lessor under the Leases and shall not do or permit anything to impair the value of the Material Leases as security for the Debt; (ii) shall promptly send copies to Lender of all notices of default that such Borrower shall send or receive under any Material Lease; (iii) shall enforce, in accordance with commercially reasonable practices for properties similar to the applicable Property, the terms, covenants and conditions in the Leases to be observed or performed by the lessees, short of termination thereof; (iv) shall not collect any of the Rents more than one month in advance (other than security deposits); (v) shall not execute any other assignment of lessor's interest in the Leases or the Rents (except as contemplated by the Loan Documents); (vi) shall not modify any Lease in a manner inconsistent with the Loan Documents; (vii) shall not convey or transfer or suffer or permit a conveyance or transfer of the any Property so as to effect a merger of the estates and rights of, or a termination or diminution of the obligations of, lessees under Leases; (viii) shall not consent to any assignment of or subletting under any Material Lease unless required in accordance with its terms without the prior consent of Lender, which, with respect to a subletting, may not, so long as no Event of Default is continuing, be unreasonably withheld withheld, delayed or delayed; conditioned, and (ix) shall not cancel or terminate any Material Lease or accept a surrender thereof (except in the exercise of Borrowers' commercially reasonable judgment in connection with a tenant default under a Minor Lease) without the prior consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld withheld, delayed or delayedconditioned.

Additional Covenants with respect to Leases. Each Borrower (i) shall observe and perform all the material obligations imposed upon the lessor lessor, grantor or licensor, as applicable, under the Leases and shall not do or permit to be done anything to impair the value of the Leases as security for the Debt; (ii) shall promptly send copies to Lender of all notices of default that such which Borrower shall send or receive under any Leasethereunder; (iii) shall enforce, in accordance with commercially reasonable practices for properties similar to enforce all the Property, the material terms, covenants and conditions contained in the Leases upon the part of the lessee, grantee or licensee, as applicable, thereunder to be observed or performed by the lesseesperformed, short of termination thereofthereof (unless by reason of default thereunder); (iv) shall not collect any of the Rents (other than estimated payments of taxes and reimbursable expenses paid by tenants pursuant to their Leases) more than one (1) month in advance (other than security deposits)advance; (v) shall not execute any other assignment of the lessor's ’s interest in the Leases or the Rents (except as contemplated by the Loan Documents)Rents; (vi) shall, upon request of Lender, request and use commercially reasonable efforts to obtain and deliver to Lender tenant estoppel certificates from each commercial tenant at the Property in form and substance reasonably satisfactory to Lender, provided that Borrower shall not modify be required to deliver such certificates more frequently than two (2) times in any Lease in a manner inconsistent with the Loan Documentscalendar year; and (vii) shall not convey or transfer or suffer or permit a conveyance or transfer execute and deliver at the request of the Property so as to effect a merger of the estates Lender all such further assurances, confirmations and rights of, or a termination or diminution of the obligations of, lessees under Leases; (viii) shall not consent to any assignment of or subletting under any Material Lease unless required in accordance with its terms without the prior consent of Lender, which, with respect to a subletting, may not, so long as no Event of Default is continuing, be unreasonably withheld or delayed; and (ix) shall not cancel or terminate any Lease or accept a surrender thereof (except in the exercise of Borrowers' commercially reasonable judgment assignments in connection with a tenant default under a Minor Lease) without the prior consent of Lender, which consent Property as Lender shall not, so long as no Event of Default is continuing, be unreasonably withheld or delayedfrom time to time reasonably require.

Additional Covenants with respect to Leases. Each Borrower shall (and cause Operating Tenant to) (i) shall observe and perform the material obligations imposed upon the lessor under the Leases and shall not do or permit anything to impair the value of the Leases as security for the Debt; (ii) shall promptly send copies to Lender of all notices of default that such Borrower or Operating Tenant, as applicable, shall send or receive under any Lease; (iii) shall enforce, in accordance with commercially reasonable practices for properties similar to the Property, the terms, covenants and conditions in the Leases to be observed or performed by the lessees, short of termination thereof; (iv) shall not collect any of the Rents more than one month in advance (other than security deposits); (v) shall not execute any other assignment of lessor's ’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (vi) shall not modify any Lease in a manner inconsistent with the Loan Documents; (vii) shall not convey or transfer or suffer or permit a conveyance or transfer of the Property so as to effect a merger of the estates and rights of, or a termination or diminution of the obligations of, lessees under Leases; (viii) shall not consent to any assignment of or subletting under any Material Commercial Lease in excess of five hundred (500) square feet unless required in accordance with its terms without the prior consent of Lender, which, with respect to a subletting, may not, so long as no Event of Default is continuing, be unreasonably withheld or delayed; and (ixviii) shall not cancel or terminate any Commercial Lease of five hundred (500) square feet or accept a surrender thereof (except in the exercise of Borrowers' commercially reasonable judgment in connection with a tenant default under a Minor Lease) without the prior consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld or delayed.

Additional Covenants with respect to Leases. Each Borrower Borrower: (ia) shall observe and perform the material obligations imposed upon the lessor under the Leases and shall not do or permit anything to impair the value of the Leases as security for the Debt; (iib) shall promptly send copies to Lender of all notices of default that such Borrower shall send or receive under any Lease; (iiic) shall enforce, in accordance with commercially reasonable practices for properties similar to the Property, the terms, covenants and conditions in the Leases to be observed or performed by the lessees, short of termination thereof; (ivd) shall not collect any of the Rents more than one (1) month in advance (other than security deposits); (ve) shall not execute any other assignment of lessor's ’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (vif) shall not modify any Lease in a manner inconsistent with the Loan Documents; (viig) shall not convey or transfer or suffer or permit a conveyance or transfer of the Property so as to effect a merger of the estates and rights of, or a termination or diminution of the obligations of, lessees under Leases; (viiih) shall not consent to any assignment of or subletting under any Material Lease unless required in accordance with its terms without the prior consent of Lender, which, with respect to a subletting, may not, so long as no Event of Default is continuing, be unreasonably withheld or delayed; and (ixi) shall not cancel or terminate any Lease or accept a surrender thereof (except in the exercise of Borrowers' commercially reasonable judgment in connection with a tenant default under a Minor Lease) without the prior consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld or delayed.

Additional Covenants with respect to Leases. Each Borrower shall cause Owner to (ia) shall observe and perform the material obligations imposed upon the lessor under the Leases and shall not do or permit anything to materially adversely impair the value of the Leases as security for the Debt; (iib) shall promptly send copies to Lender of all notices of default that such Borrower Owner shall send or receive under any Lease; (iiic) shall enforce, in accordance with commercially reasonable practices for properties similar to the Property, the terms, covenants and conditions in the Leases to be observed or performed by the lessees, short of termination thereof; (ivd) shall not collect any of the Rents more than one (1) month in advance (other than security deposits); (ve) shall not execute any other assignment of lessor's ’s interest in the Leases or the Rents (except as contemplated by the Loan Documents and the Senior Loan Documents); (vif) shall not modify any Lease in a manner inconsistent with the Loan Documents; (viig) shall not convey or transfer or suffer or permit a conveyance or transfer of the Property so as to effect a merger of the estates and rights of, or a termination or diminution of the obligations of, lessees under Leases; (viiih) shall not consent to any assignment of or subletting under any Material Lease unless required in accordance with its terms without the prior consent of Lender, which, with respect to a subletting, may not, so long as no Event of Default is continuing, be unreasonably withheld or delayed; and (ixi) shall not cancel or terminate any Lease or accept a surrender thereof (except in the exercise of Borrowers' Owner’s commercially reasonable judgment in connection with a tenant default under a Minor Lease) without the prior consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld withheld, conditioned or delayed.

Additional Covenants with respect to Leases. Each Borrower (i) shall observe and perform the material obligations imposed upon the lessor under the Leases and shall not do or permit anything to impair the value of the Leases as security for the Debt; (ii) shall promptly send copies to Lender of all notices of default that such Borrower shall send or receive under any Lease; (iii) shall enforce, in accordance with commercially reasonable practices for properties similar to the applicable Property, the terms, covenants and conditions in the Leases to be observed or performed by the lessees, short of termination thereof; (iv) shall not collect any of the Rents more than one month in advance (other than security deposits); (v) shall not execute any other assignment of lessor's ’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (vi) shall not modify any Lease in a manner inconsistent with the Loan Documents; (vii) shall not convey or transfer or suffer or permit a conveyance or transfer of the any Property so as to effect a merger of the estates and rights of, or a termination or diminution of the obligations of, lessees under Leases; (viii) shall not consent to any assignment of or subletting under any Material Lease unless required in accordance with its terms without the prior consent of Lender, which, with respect to a subletting, may not, so long as no Event of Default is continuing, be unreasonably withheld or delayed; and (ix) shall not cancel or terminate any Lease or accept a surrender thereof (except in the exercise of Borrowers' the applicable Borrower’s commercially reasonable judgment in connection with a tenant default under a Minor Lease) without the prior consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld or delayed.

Additional Covenants with respect to Leases. Each Borrower (i) shall observe and perform the material obligations imposed upon the lessor under the Leases and shall not do or permit anything to impair the value of the Leases as security for the Debt; (ii) shall deliver to Lender a copy of any material notice, plan, report or other written communication delivered to Borrower by or on behalf of Ingram Micro under the Ingram Micrx Xxxxe, within three bxxxxxxs days after receipt by Borrower; (iii) shall give Lender a copy of any written notice given by Borrower to Ingram Micro as tenant under the Ixxxxx Micro Lease simultaneously xxxx xhe giving of such notice to Ingram Micro; (iv) shall promptly send copies xxxx xopies to Lender of all notices of default that such Borrower shall send or receive under any Lease; (iiiv) shall enforce, in accordance with commercially reasonable practices for properties similar to the applicable Property, the terms, covenants and conditions in the Leases to be observed or performed by the lessees, short of termination thereof; (ivvi) shall not collect any of the Rents more than one month in advance (other than security deposits); (vvii) shall not execute any other assignment of lessor's interest in the Leases or the Rents (except as contemplated by the Loan Documents); (viviii) shall not modify any Lease in a manner inconsistent with the Loan DocumentsLease; (viiix) shall not convey or transfer or suffer or permit a conveyance or transfer of the any Property so as to effect a merger of the estates and rights of, or a termination or diminution of the obligations of, lessees under Leases; (viiix) shall not consent to any assignment of or subletting under any Material Lease unless required in accordance with its terms without the prior consent of Lender, which, with respect to a subletting, may not, so long as no Event of Default is continuing, be unreasonably withheld or delayed; and (ixxi) shall not cancel or terminate any Lease or accept a surrender thereof (except in the exercise of Borrowers' commercially reasonable judgment in connection with a tenant default under a Minor Lease) without the prior consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld or delayed.

Additional Covenants with respect to Leases. Each Borrower (i) shall observe and perform the material obligations imposed upon the lessor under the Leases and shall not do or permit anything to be done that would impair the value of the Leases as security for the Debt; (ii) shall promptly send copies to Lender copies of all notices of default that such Borrower shall send or receive under any Lease; (iii) shall enforce, in accordance with commercially reasonable practices for properties similar to the PropertyIndividual Property in question, the terms, covenants and conditions in the Leases to be observed or performed by the lessees, short of termination thereof; (iv) shall not collect any of the Rents more than one month in advance (other than security deposits); (v) shall not execute any other assignment of lessor's ’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (vi) shall not modify any Lease in a manner inconsistent with the Loan Documents; (vii) shall not convey or transfer or suffer or permit a conveyance or transfer of the Property so as to effect a merger of the estates and rights of, or a termination or diminution of the obligations of, lessees under Leases; (viii) shall not consent to any assignment of or subletting under any Material Lease unless required in accordance with its terms without the prior consent of Lender, which, with respect to a subletting, may not, so long as no Event of Default is continuing, shall not be unreasonably withheld or delayed; and (ix) shall not cancel or terminate any Lease or accept a surrender thereof (except in the exercise of Borrowers' Borrower’s commercially reasonable judgment in connection with a tenant default under a Minor Lease) without the prior consent of Lender, which consent shall not, so long as no Event of Default is continuing, not be unreasonably withheld or delayed.. Upon request, Borrower shall furnish Lender with executed copies of all Leases then in effect. 5.18

Additional Covenants with respect to Leases. Each Borrower (i) shall observe and perform the material obligations imposed upon the lessor under the Leases and shall not do or permit anything to impair the value of the Leases as security for the Debt; (ii) shall promptly send copies to Lender of all notices of default that such Borrower shall send or receive under any Lease; (iii) shall enforce, in accordance with commercially reasonable practices for properties similar to the Property, the terms, covenants and conditions in the Leases to be observed or performed by the lessees, short of termination thereof; (iv) shall not collect any of the Rents more than one month in advance (other than security deposits); (v) shall not execute any other assignment of lessor's ’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (vi) shall not modify or amend any Lease with respect to the rental rate or lease term or otherwise in a manner inconsistent with the Loan Documents; (vii) shall not convey or transfer or suffer or permit a conveyance or transfer of the Property so as to effect a merger of the estates and rights of, or a termination or material diminution of the obligations of, lessees under Leases; (viii) shall not consent to any assignment of or subletting under any Material Major Lease unless required in accordance with its terms without the prior consent of Lender, which, with respect to a subletting, may not, so long as no Event of Default is continuing, be unreasonably withheld or delayed; and (ix) shall not cancel or terminate any Lease or accept a surrender thereof (except in the exercise of Borrowers' commercially reasonable judgment in connection with a tenant default under a Minor Lease) without the prior consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld withheld, conditioned or delayed.

Additional Covenants with respect to Leases. Each Borrower (i) shall observe and perform the material obligations imposed upon the lessor under the Property Leases and shall not do or permit anything to impair the value of the Property Leases as security for the Debt; (ii) shall promptly send copies to Lender of all notices of default that such Borrower shall send or receive under any Property Lease; (iii) shall enforce, in accordance with commercially reasonable practices for properties similar to the Property, the terms, covenants and conditions in the Leases to be observed or performed by the lessees, short of termination thereof; (iv) shall not collect any of the Rents more than one month in advance (other than security deposits); (v) shall not execute any other assignment of lessor's ’s interest in the Property Leases or the Rents (except as contemplated by the Loan Documents or the Bond Documents); (vi) shall not modify any Lease in a manner inconsistent with the Loan Documents; (vii) shall not convey or transfer or suffer or permit a conveyance or transfer of the Property so as to effect a merger of the estates and rights of, or a termination or diminution of the obligations of, lessees under Leases; (viii) shall not consent to any assignment of or subletting under any Material Property Lease unless required in accordance with its terms without the prior consent of Lender, which, with respect to a subletting, may not, so long as no Event of Default is continuing, be unreasonably withheld or delayed; and (ix) shall not cancel or terminate any Property Lease or accept a surrender thereof (except in the exercise of Borrowers' commercially reasonable judgment in connection with a tenant default under a Minor Lease) without the prior consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld or delayed.

Additional Covenants with respect to Leases. Each Borrower (i) shall ------------------------------------------- observe and perform the material obligations imposed upon the lessor under the Leases and and, except as expressly permitted under this Section 5.9.4, shall not do or permit anything to impair the value of the Leases as security for the Debt; (ii) shall promptly send copies to Lender of all notices of default that such Borrower shall send or receive under any LeaseMaterial Lease and notices of default with respect to monetary defaults under all other Leases; (iii) shall enforce, in accordance with commercially reasonable practices for properties similar to the applicable Property, the terms, covenants and conditions in the Leases to be observed or performed by the lessees, short of termination thereofthereof (except as permitted in (ix) below); (iv) shall not collect any of the Rents more than one month in advance (other than security deposits); (v) shall not execute any other assignment of lessor's interest in the Leases or the Rents (except as contemplated by the Loan Documents); (vi) shall not modify any Lease in a manner inconsistent with the Loan Documents; (vii) shall not convey or transfer or suffer or permit a conveyance or transfer of the any Property so as to effect a merger of the estates and rights of, or a termination or diminution of the obligations of, lessees under Leases; (viii) shall not consent to any assignment of or subletting under any Material Lease unless required in accordance with its terms without the prior consent of Lender, which, with respect to a subletting, may not, so long as no Event of Default is continuing, be unreasonably withheld or delayed; and (ix) shall not cancel or terminate any Lease or accept a surrender thereof (except in the exercise of Borrowers' Borrower's commercially reasonable judgment in connection with a tenant default under a Minor Lease) without the prior consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld or delayed.

Additional Covenants with respect to Leases. Each Borrower shall cause Owner to (i) shall observe and perform the material obligations imposed upon the lessor under the Leases and shall not do or permit anything to impair the value of the Leases as security for the Debt; (ii) shall promptly send copies to Lender of all notices of default that such Borrower Owner shall send or receive under any Lease; (iii) shall enforce, in accordance with commercially reasonable practices for properties similar to the Property, the terms, covenants and conditions in the Leases to be observed or performed by the lessees, short of termination thereof; (iv) shall not collect any of the Rents more than one (1) month in advance (other than security deposits); (v) shall not execute any other assignment of lessor's ’s interest in the Leases or the Rents (except as contemplated by the Senior Loan Documents); (vi) shall not modify any Lease in a manner inconsistent with the Loan Documents; (vii) shall not convey or transfer or suffer or permit a conveyance or transfer of the Property so as to effect a merger of the estates and rights of, or a termination or diminution of the obligations of, lessees under Leases; (viii) shall not consent to any assignment of or subletting under any Material Lease unless required in accordance with its terms without the prior consent of Lender, which, with respect to a subletting, may not, so long as no Event of Default is continuing, be unreasonably withheld or delayed; and (ix) shall not cancel or terminate any Lease or accept a surrender thereof (except in the exercise of Borrowers' commercially reasonable judgment in connection with a tenant default under a Minor Lease) without the prior consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld or delayed.

Additional Covenants with respect to Leases. Each Borrower (i) shall observe and perform the material obligations imposed upon the lessor under the Leases (including the obligation imposed upon the lessor to pay (a) $205,848.68 to the Suite 200 GSA Tenant in connection with the 7,472 Square Foot GSA Lease and (b) $86,063.13 to the Suite 250 GSA Tenant in connection with the 2,822 Foot GSA Lease) and shall not do or permit anything to impair the value of the Leases as security for the Debt; (ii) shall promptly send copies to Lender of all notices of default that such Borrower shall send or receive under any Lease; (iii) shall enforce, in accordance with commercially reasonable practices for properties similar to the Property, the terms, covenants and conditions in the Leases to be observed or performed by the lessees, short of termination thereof; (iv) shall not collect any of the Rents more than one month in advance (other than security deposits); (v) shall not execute any other assignment of lessor's interest in the Leases or the Rents (except as contemplated by the Loan Documents); (vi) shall not modify any Lease in a manner inconsistent with the Loan Documents; (vii) shall not convey or transfer or suffer or permit a conveyance or transfer of the Property so as to effect a merger of the estates and rights of, or a termination or diminution of the obligations of, lessees under Leases; (viii) shall not consent to any assignment of or subletting under any Material Lease unless required in accordance with its terms without the prior consent of Lender, which, with respect to a subletting, may not, so long as no Event of Default is continuing, be unreasonably withheld or delayed; and (ix) shall not cancel or terminate any Lease or accept a surrender thereof (except in the exercise of Borrowers' commercially reasonable judgment in connection with a tenant default under a Minor Lease) without the prior consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld or delayed.

Additional Covenants with respect to Leases. Each Borrower (i) shall observe and perform the material obligations imposed upon the lessor under the Leases and shall not do or permit anything to impair impair, in any material respect, the value of the Leases as security for the Debt; (ii) shall promptly send copies to Lender of all notices of default that such Borrower shall send or receive under any Lease; (iii) shall enforce, in accordance with commercially reasonable practices for properties similar to the Property, the terms, covenants and conditions in the Leases to be observed or performed by the lessees, short of termination thereof; (iv) shall not collect any of the Rents more than one (1) month in advance (other than security deposits); (v) shall not execute any other assignment of lessor's ’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (vi) shall not modify any Lease in a manner inconsistent with the Loan Documents; (vii) shall not convey or transfer or suffer or permit a conveyance or transfer of the Property so as to effect a merger of the estates and rights of, or a termination or diminution of the obligations of, lessees under Leases; (viii) shall not consent to any assignment of or subletting under any Material Lease Lease, unless such subletting is to a Duke Entity or any Affiliate thereof, unless required in accordance with its terms without the prior consent of Lender, which, with respect to a sublettingsubletting for which Lender’s consent is required, may not, so long as no Event of Default is continuing, be unreasonably withheld or delayed; and (ix) shall not cancel or terminate any Lease or accept a surrender thereof (except in the exercise of Borrowers' Borrower’s commercially reasonable judgment in connection with a tenant default under a Minor Lease) without the prior consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld or delayed.

Additional Covenants with respect to Leases. Each Borrower (i) shall observe and perform the material obligations imposed upon the lessor such Borrower under the Leases to which it is a party, and shall not do or permit anything to impair the value of the Leases as security for the Debt; (ii) shall promptly send copies to Lender of all notices of default that such Borrower shall send or receive under any Lease; (iii) shall enforce, in accordance with commercially reasonable practices for properties similar to the Property, the terms, covenants and conditions in the Leases (to which it is a party) to be observed or performed by the lesseesother parties to such Leases, short of termination thereof; (iv) shall not collect any of the Rents more than one month in advance (other than security deposits); (v) shall not execute any other assignment of lessor's interest in the Leases or the Rents (except as contemplated by the Loan Documents); (vi) shall not modify any Lease in a manner inconsistent with the Loan Documents; (vii) shall not convey or transfer or suffer or permit a conveyance or transfer of the Property so as to effect a merger of the estates and rights of, or a termination or diminution of the obligations of, lessees under Leases; (viii) shall not consent to any assignment of or subletting under any Material Lease unless required in accordance with its terms without the prior consent of Lender, which, with respect to a subletting, may not, so long as no Event of Default is continuing, be unreasonably withheld or delayed; and (ix) shall not cancel or terminate any Lease or accept a surrender thereof (except in the exercise of Borrowers' Borrower's commercially reasonable judgment in connection with a tenant default under a Minor LeaseLease or as expressly permitted under the terms of such Lease in accordance with Section 5.10.3(d)) without the prior consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld or delayed.

Additional Covenants with respect to Leases. Each Borrower (i) shall observe and perform the material obligations imposed upon the lessor under the Leases Leases, and shall not do or permit anything to impair the value of the Leases as security for the Debt; (ii) shall promptly send copies to Lender of all notices of default that such Borrower shall send or receive under any Lease; (iii) shall enforce, in accordance with commercially reasonable practices for properties similar to the Property, the terms, covenants and conditions in the Leases to be observed or performed by the lessees, short of termination thereof; (iv) shall not collect any of the Rents more than one month in advance (other than security deposits); (v) shall not execute any other assignment of lessor's ’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (vi) shall not modify any Lease in a manner inconsistent with the Loan Documents; (vii) shall not convey or transfer or suffer or permit a conveyance or transfer of the Property so as to effect a merger of the estates and rights of, or a termination or diminution of the obligations of, lessees under Leases; (viii) shall not consent to any assignment of or subletting under any Material Lease unless required in accordance with its terms without the prior consent of Lender, which, with respect to a subletting, may not, so long as no Event of Default is continuing, be unreasonably withheld or delayed; and (ix) shall not cancel or terminate any Lease or accept a surrender thereof (except in the exercise of Borrowers' commercially reasonable judgment in connection with a tenant default under a Minor Lease) without the prior consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld or delayeddelayed and (x) shall deliver to Lender within five (5) Business Days of receipt all notices from any Tenant of such Tenant’s intent to vacate the Property or terminate the Lease. Upon request from Borrower, Lender shall enter into a subordination, attornment and non-disturbance agreement (an “SNDA”) with any tenant (other than an Affiliate of Borrower) entering into a Lease satisfying the requirements of this Section 5.10, within seven (7) Business Days after written request therefor by Borrower, provided that such request is accompanied by an Officer’s Certificate stating that such Lease complies in all material respects with this Section 5.10 and that Lender has received a copy of the proposed Lease. All reasonable third-party costs and expenses actually incurred by Lender in connection with the negotiation, preparation, execution and delivery of any SNDA, including, without limitation, reasonable fees and disbursements of outside counsel, shall be paid by Borrower or the applicable tenant. The SNDA shall be on Lender’s then current standard form with such commercially reasonable changes as may be requested by the applicable tenant as may be appropriate given the size, creditworthiness and bargaining power of the applicable tenant as well as the size of the space demised under the applicable Lease.

Additional Covenants with respect to Leases. Each Borrower (i) shall observe and perform the material obligations imposed upon the lessor under the Leases Leases, and shall not do or permit anything to impair the value of the Leases as security for the Debt; (ii) shall promptly send copies to Lender of all notices of default that such Borrower shall send or receive under any Lease; (iii) shall enforce, in accordance with commercially reasonable practices for properties similar to the Property, the terms, covenants and conditions in the Leases to be observed or performed by the lessees, short of termination thereof; (iv) shall not collect any of the Rents more than one month in advance (other than security deposits); (v) shall not execute any other assignment of lessor's ’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (vi) shall not modify any Lease in a manner inconsistent with the Loan Documents; (vii) shall not convey or transfer or suffer or permit a conveyance or transfer of the Property so as to effect a merger of the estates and rights of, or a termination or diminution of the obligations of, lessees under Leases; (viii) shall not consent to any assignment of or subletting under any Material Lease unless required in accordance with its terms without the prior consent of Lender, which, with respect to a subletting, may not, so long as no Event of Default is continuing, be unreasonably withheld or delayed; and (ix) shall not cancel or terminate any Lease or accept a surrender thereof (except in the exercise of Borrowers' Borrower’s commercially reasonable judgment in connection with a tenant default under a Minor LeaseLease or as expressly permitted under the terms of such Lease in accordance with Section 5.10.3(d)) without the prior consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld or delayed.

Additional Covenants with respect to Leases. Each Borrower (i) shall observe and perform the material obligations imposed upon the lessor under the Leases and shall not do or permit anything to impair the value of the Leases as security for the Debt; (ii) shall promptly send copies to Lender of all notices of material default that such Borrower shall send or receive under any Lease; Lease (iii) shall enforce, in accordance with commercially reasonable practices for properties similar to the applicable Property, the terms, covenants and conditions in the Leases to be observed or performed by the lessees, short of termination thereof; (iv) shall not collect any of the Rents more than one (1) month in advance (other than security depositsdeposits or amounts deposited in the Free Rent/Advance Rent Reserve Subaccount); (v) shall not execute any other assignment of lessor's ’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (vi) shall not modify any Lease in a manner inconsistent with the Loan Documents; (vii) shall not convey or transfer or suffer or permit a conveyance or transfer of the any Property so as to effect a merger of the estates and rights of, or a termination or diminution of the obligations of, lessees under Leases; (viii) shall not consent to any assignment of or subletting under any Material Lease unless required in accordance with its terms without the prior consent of Lender, which, with respect to a subletting, may not, so long as no Event of Default is continuing, be unreasonably withheld or delayed; and (ix) shall not cancel or terminate any Lease or accept a surrender thereof (except in the exercise of Borrowers' the applicable Borrower’s commercially reasonable judgment in connection with a tenant default under a Minor LeaseLease or if the applicable tenant is leasing new or additional space at the Property (with demised square footage of at least the amount of square footage being terminated) on terms that are at then market rates with rental rates at least equal to the retail rates set forth in the Lease being terminated without the prior consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld or delayed.

Additional Covenants with respect to Leases. Each Borrower Borrower: (ia) shall observe and perform the material obligations imposed upon the lessor under the Leases and shall not do or permit anything to impair materially adversely affect the value of the Leases as security for the Debt; (iib) shall promptly send copies to Lender of all notices of default that such Borrower shall send or receive under any Lease; (iiic) shall enforce, in accordance with commercially reasonable practices for properties similar to the Property, the terms, covenants and conditions in the Leases to be observed or performed by the lessees, short of termination thereof; (ivd) shall not collect any of the Rents more than one (1) month in advance (other than security deposits); (ve) shall not execute any other assignment of lessor's ’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (vif) shall not modify any Lease in a manner inconsistent with the Loan Documents; (viig) shall not convey or transfer or suffer or permit a conveyance or transfer of the Property so as to effect a merger of the estates and rights of, or a termination or diminution of the obligations of, lessees under Leases; (viiih) shall not consent to any assignment of or subletting under any Material Lease unless required in accordance with its terms without the prior consent of Lender, which, with respect to a subletting, may not, so long as no Event of Default is continuing, be unreasonably withheld or delayed; and (ixi) shall not cancel or terminate any Lease or accept a surrender thereof (except in the exercise of Borrowers' Borrower’s commercially reasonable judgment in connection with a tenant default under a Minor LeaseLease provided no Cash Sweep Period is then continuing) without the prior consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld withheld, conditioned or delayed.

Additional Covenants with respect to Leases. Each Borrower (i) shall observe and perform the material obligations imposed upon the lessor under the Leases and shall not do or permit anything to impair the value of the Leases as security for the Debt; (ii) shall promptly send copies to Lender of all notices of default that such Borrower shall send or receive under any Lease; (iii) shall enforce, in accordance with commercially reasonable practices for properties similar to the Property, the terms, covenants and conditions in the Leases to be observed or performed by the lessees, short of termination thereof; (iv) shall not collect any of the Rents more than one month in advance (other than security deposits); (v) shall not execute any other assignment of lessor's ’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (vi) shall not modify any Lease in a manner inconsistent with the Loan Documents; (vii) shall not convey or conveyor transfer or suffer or permit a conveyance or transfer of the Property so as to effect a merger of the estates and rights of, or a termination or diminution of the obligations of, lessees under Leases; (viii) shall not consent to any assignment of or subletting under any Material Lease unless required in accordance with its terms without the prior consent of Lender, which, with respect to a subletting, may not, so long as no Event of Default is continuing, be unreasonably withheld or delayed; and (ix) shall not cancel or terminate any Lease or accept a surrender thereof (except in the exercise of Borrowers' commercially reasonable judgment in connection with a tenant default under a Minor Lease) without the prior consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld or delayed.