Common use of CARE AND USE OF THE PROPERTY Clause in Contracts

CARE AND USE OF THE PROPERTY. (a) Mortgagor represents, warrants, and covenants as follows: (i) Intentionally omitted; (ii) Mortgagor shall at all times comply in all material respects with all present or future Requirements (including, without limitation, Prescribed Laws) affecting or relating to Mortgagor, the Property and/or the Use, and shall not use or knowingly permit the use of the Property, or any part thereof, for any illegal purpose. (iii) Mortgagor, at its sole cost and expense, shall keep the Property in good order, condition, and repair. (iv) Mortgagor shall abstain from, and not permit, the commission of physical waste to the Property and, subject to the rights of Macy’s Retail Holdings, Inc.; Neiman Marcus Group, LLC; Nordstrom, Inc.; Saks & Company Real Property LLC; and Bloomingdale’s, Inc., as tenant, under their respective leases of portions of the Real Property, (A) prior to a Securitization, shall obtain Mortgagee’s prior written consent (which consent, provided no Event of Default is continuing, shall not be unreasonably withheld or delayed) with respect to any alterations (including off-site work, such as roadwork) that (I) may have a material adverse effect on Mortgagor’s financial condition or the use, operation or value (including the net operating income) of the Property, (II) materially adversely affect the structural integrity of the Improvements or any utility or HVAC system contained in any Improvements or (III) the total estimated cost to Mortgagor of such alterations (when added to the total estimated costs to Mortgagor of all other alterations then being conducted at the Property) in the aggregate (other than such amounts to be paid or reimbursed by tenants under the Leases) at any time exceeds $50,000,000.00 (the “Threshold Amount”) or (B) after a Securitization, shall obtain Mortgagee’s prior written consent (which consent, provided no Event of Default is continuing, shall not be unreasonably withheld or delayed) with respect to any alterations (including off-site work, such as roadwork) that (I) may have a material adverse effect on Mortgagor’s financial condition or the use, operation or value (including the net operating income) of the Property or (II) materially adversely affect the structural integrity of the Improvements or any utility or HVAC system contained in any Improvements. If the total estimated cost to Mortgagor of such alterations (when added to the total estimated costs to Mortgagor of all other alterations then being conducted at the Property) in the aggregate shall exceed the Threshold Amount, Mortgagor shall promptly deliver to Mortgagee and maintain as security for the payment of such amounts and as additional security for Mortgagor’s obligations under the Loan Documents any of the following: (w) Cash, (x) U.S. Obligations, (y) other securities (of a type that a REMIC Trust is permitted to hold and foreclose upon) having a rating, if prior to Securitization, acceptable to Mortgagee or, after a Securitization has occurred, regarding which the Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the then current ratings assigned in connection with such Securitization or (z) a completion bond or Letter of Credit, in either case, issued by a financial institution having the Required Rating. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to such alteration (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if Mortgagor has not timely paid for the costs and expenses of the alteration, applied from time to time at the option of Mortgagee to pay for such alteration or to terminate the alteration and restore the Property to the extent necessary to prevent any material adverse effect on the use, operation or value (including the net operating income) of the Property. (v) Mortgagor represents and warrants that the zoning approval for the Property is not dependent upon the ownership or use of any property which is not encumbered by the Mortgage. (b) Mortgagee shall have the right, at any time and from time to time during normal business hours and upon reasonable prior notice, to enter the Property in order to ascertain Mortgagor’s compliance with the Loan Documents and the Unsecured Indemnity Agreement, to examine the condition of the Property, to perform an appraisal, to undertake surveying or engineering work, and to inspect premises occupied by tenants subject to the rights of tenants under their leases. Mortgagor shall reasonably cooperate with Mortgagee performing these inspections. Mortgagee shall reimburse Mortgagor for any losses or damages caused by such inspections. (c) Mortgagor shall use, or cause to be used, the Property continuously (subject to any disruption due to any casualty at the Property) for the Use. Mortgagor shall not use, or knowingly permit the use of, the Property for any other use without the prior written consent of Mortgagee. Mortgagor shall not file or record a declaration of condominium, master deed of trust or mortgage or any other similar document evidencing the imposition of a so‑called “condominium regime” whether superior or subordinate to this Mortgage and Mortgagor shall not permit any part of the Property to be converted to, or operated as, a “cooperative apartment house” whereby the tenants or occupants participate in the ownership, management or control of any part of the Property. (d) Without the prior written consent of Mortgagee, Mortgagor shall not (i) initiate or acquiesce in a change in the zoning classification of, and/or seek any variance under, existing zoning ordinances which would materially adversely affect the value of the Property, (ii) use or permit the use of the Property in a manner which may result in the Use becoming a non‑conforming use under applicable zoning ordinances, or (iii) subject the Property to restrictive covenants that may impair the lien of this Mortgage or materially impair the value of the Property.

CARE AND USE OF THE PROPERTY. (a) Mortgagor Borrower represents, warrants, and covenants as follows: (i) Intentionally omitted; (ii) Mortgagor Borrower shall at all times comply in all material respects with all present or future Requirements (including, without limitation, Prescribed Laws) affecting or relating to MortgagorBorrower, the Property and/or the Use, and shall not use or knowingly permit the use of the Property, or any part thereof, for any illegal purpose. (iii) MortgagorBorrower, at its sole cost and expense, shall keep the Property in good order, condition, and repair. (iv) Mortgagor Borrower shall abstain from, and not permit, the commission of physical waste to the Property and, subject to the rights of Macy’s Retail HoldingsWest Stores, Inc.; The Neiman Marcus Group, LLC; Nordstrom, Inc.; Saks & Company Real Property Group LLC; and Bloomingdale’sNordstrom, Inc., as tenant, under their respective leases of portions of the Real Property, (A) prior to a Securitization, shall obtain MortgageeLender’s prior written consent (which consent, provided no Event of Default is continuing, shall not be unreasonably withheld or delayed) with respect to any alterations (including off-site work, such as roadwork) that (I) may have a material adverse effect on MortgagorBorrower’s financial condition or the use, operation or value (including the net operating income) of the Property, (II) materially adversely affect the structural integrity of the Improvements or any utility or HVAC system contained in any Improvements or (III) the total estimated cost to Mortgagor Borrower of such alterations (when added to the total estimated costs to Mortgagor Borrower of all other alterations then being conducted at the Property) in the aggregate (other than such amounts to be paid or reimbursed by tenants under the Leases) at any time exceeds $50,000,000.00 27,500,000.00 (the “Threshold Amount”) or (B) after a Securitization, shall obtain MortgageeLender’s prior written consent (which consent, provided no Event of Default is continuing, shall not be unreasonably withheld or delayed) with respect to any alterations (including off-site work, such as roadwork) that (I) may have a material adverse effect on MortgagorBorrower’s financial condition or the use, operation or value (including the net operating income) of the Property or (II) materially adversely affect the structural integrity of the Improvements or any utility or HVAC system contained in any Improvements. If the total estimated cost to Mortgagor Borrower of such alterations (when added to the total estimated costs to Mortgagor Borrower of all other alterations then being conducted at the Property) in the aggregate shall exceed the Threshold Amount, Mortgagor Borrower shall promptly deliver to Mortgagee Lender and maintain as security for the payment of such amounts and as additional security for MortgagorBorrower’s obligations under the Loan Documents any of the following: (w) Cash, (x) U.S. Obligations, (y) other securities (of a type that a REMIC Trust is permitted to hold and foreclose upon) having a rating, if prior to Securitization, acceptable to Mortgagee Lender or, after a Securitization has occurred, regarding which the Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the then current ratings assigned in connection with such Securitization or (z) a completion bond or Letter of Credit, in either case, issued by a financial institution having the Required Rating. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to such alteration (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if Mortgagor Borrower has not timely paid for the costs and expenses of the alteration, applied from time to time at the option of Mortgagee Lender to pay for such alteration or to terminate the alteration and restore the Property to the extent necessary to prevent any material adverse effect on the use, operation or value (including the net operating income) of the Property. (v) Mortgagor Borrower represents and warrants that the zoning approval for the Property is not dependent upon the ownership or use of any property which is not encumbered by the MortgageSecurity Instrument. (b) Mortgagee Lender shall have the right, at any time and from time to time during normal business hours and upon reasonable prior notice, to enter the Property in order to ascertain MortgagorBorrower’s compliance with the Loan Documents and the Unsecured Indemnity Agreement, to examine the condition of the Property, to perform an appraisal, to undertake surveying or engineering work, and to inspect premises occupied by tenants subject to the rights of tenants under their leases. Mortgagor Borrower shall reasonably cooperate with Mortgagee Lender performing these inspections. Mortgagee Lender shall reimburse Mortgagor Borrower for any losses or damages caused by such inspections. (c) Mortgagor Borrower shall use, or cause to be used, the Property continuously (subject to any disruption due to any casualty at the Property) for the Use. Mortgagor Borrower shall not use, or knowingly permit the use of, the Property for any other use without the prior written consent of MortgageeLender. Mortgagor Borrower shall not file or record a declaration of condominium, master deed of trust or mortgage or any other similar document evidencing the imposition of a so‑called “condominium regime” whether superior or subordinate to this Mortgage Security Instrument and Mortgagor Borrower shall not permit any part of the Property to be converted to, or operated as, a “cooperative apartment house” whereby the tenants or occupants participate in the ownership, management or control of any part of the Property. (d) Without the prior written consent of MortgageeLender, Mortgagor Borrower shall not (i) initiate or acquiesce in a change in the zoning classification of, and/or seek any variance under, existing zoning ordinances which would materially adversely affect the value of the Property, (ii) use or permit the use of the Property in a manner which may result in the Use becoming a non‑conforming use under applicable zoning ordinances, or (iii) subject the Property to restrictive covenants that may impair the lien of this Mortgage Security Instrument or materially impair the value of the Property.

CARE AND USE OF THE PROPERTY. (a) Mortgagor represents, warrants, and covenants as follows: (i) Intentionally omittedOmitted; (ii) Mortgagor shall at all times comply in all material respects with all present or future Requirements (including, without limitation, Prescribed Laws) affecting or relating to Mortgagor, the Property and/or the Use, and shall not use or knowingly permit the use of the Property, or any part thereof, for any illegal purpose. (iii) Mortgagor, at its sole cost and expense, shall keep the Property in good order, condition, and repair. (iv) Mortgagor shall abstain from, and not permit, the commission of physical waste to the Property and, subject to the rights of Macy’s Retail Holdings, Inc.; Neiman Marcus Group, LLC; Nordstrom, Inc.; Saks & Company Real Property LLC; and Bloomingdale’s, Inc., as tenantthe Anchor Tenants, under their respective leases of portions of the Real Property, (A) prior to a Securitization, shall not alter in any substantial manner, the structure or character of any Improvements (except for tenant improvements) without the prior written consent of Mortgagee or (B) after a Securitization, shall obtain Mortgagee’s prior written consent (which consent, provided no Event of Default is continuing, shall not be unreasonably withheld or delayed) with respect to any alterations (including off-site work, such as roadwork) that (I) may have a material adverse effect on Mortgagor’s financial condition or the use, operation or value (including the net operating income) of the Property, (II) materially adversely affect the structural integrity of the Improvements or any utility or HVAC system contained in any Improvements or (III) the total estimated cost to Mortgagor of such alterations (when added to the total estimated costs to Mortgagor of all other alterations then being conducted at the Property) in the aggregate (other than such amounts to be paid or reimbursed by tenants under the Leases) at any time exceeds $50,000,000.00 25,000,000.00 (the “Threshold Amount”) or (B) after a Securitization, shall obtain Mortgagee’s prior written consent (which consent, provided no Event of Default is continuing, shall not be unreasonably withheld or delayed) with respect to any alterations (including off-site work, such as roadwork) that (I) may have a material adverse effect on Mortgagor’s financial condition or the use, operation or value (including the net operating income) of the Property or (II) materially adversely affect the structural integrity of the Improvements or any utility or HVAC system contained in any Improvements). If the total estimated cost to Mortgagor of such alterations (when added to the total estimated costs to Mortgagor of all other alterations then being conducted at the Property) in the aggregate shall exceed the Threshold Amount, Mortgagor shall promptly deliver to Mortgagee and maintain as security for the payment of such amounts and as additional security for Mortgagor’s obligations under the Loan Documents any of the following: (w) Cash, (x) U.S. Obligations, (y) other securities (of a type that a REMIC Trust is permitted to hold and foreclose upon) having a rating, if prior to Securitization, acceptable to Mortgagee or, after a Securitization has occurred, regarding which the Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the then current ratings assigned in connection with such Securitization or (z) a completion bond or Letter of Credit, in either case, issued by a financial institution having the Required Rating. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to such alteration (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if Mortgagor has not timely paid for the costs and expenses of the alteration, applied from time to time at the option of Mortgagee to pay for such alteration or to terminate the alteration and restore the Property to the extent necessary to prevent any material adverse effect on the use, operation or value (including the net operating income) of the Property. (v) Mortgagor represents and warrants that the zoning approval for the Property is not dependent upon the ownership or use of any property which is not encumbered by the Mortgage. (b) Mortgagee shall have the right, at any time and from time to time during normal business hours and upon reasonable prior notice, to enter the Property in order to ascertain Mortgagor’s compliance with the Loan Documents and the Unsecured Indemnity Agreement, to examine the condition of the Property, to perform an appraisal, to undertake surveying or engineering work, and to inspect premises occupied by tenants subject to the rights of tenants under their leases. Mortgagor shall reasonably cooperate with Mortgagee performing these inspections. Mortgagee shall reimburse Mortgagor for any losses or damages caused by such inspections. (c) Mortgagor shall use, or cause to be used, the Property continuously (subject to any disruption due to any casualty at the Property) for the Use. Mortgagor shall not use, or knowingly permit the use of, the Property for any other use without the prior written consent of Mortgagee. Mortgagor shall not file or record a declaration of condominium, master deed of trust or mortgage or any other similar document evidencing the imposition of a so‑called so-called “condominium regime” whether superior or subordinate to this Mortgage and Mortgagor shall not permit any part of the Property to be converted to, or operated as, a “cooperative apartment house” whereby the tenants or occupants participate in the ownership, management or control of any part of the Property. (d) Without the prior written consent of Mortgagee, Mortgagor shall not (i) initiate or acquiesce in a change in the zoning classification of, and/or seek any variance under, existing zoning ordinances which would materially adversely affect the value of the Property, (ii) use or permit the use of the Property in a manner which may result in the Use becoming a non‑conforming use under applicable zoning ordinances, or (iii) subject the Property to restrictive covenants that may impair the lien of this Mortgage or materially impair the value of the Property.

CARE AND USE OF THE PROPERTY. (a) Mortgagor represents, warrants, and covenants as follows: (i) Intentionally omitted; (ii) Mortgagor shall at all times comply in all material respects with all present or future Requirements (including, without limitation, Prescribed Laws) affecting or relating to Mortgagor, the Property and/or the Use, and shall not use or knowingly permit the use of the Property, or any part thereof, for any illegal purpose. (iii) MortgagorGrantor, at its sole cost and expense, shall keep the Property in good order, condition, and repair. (iv) Mortgagor , and make all necessary repairs thereto, interior and exterior, structural and non-structural, ordinary and extraordinary, and foreseen and unforeseen. Grantor shall abstain from, and not permit, the commission of physical waste to in or about the Property and, subject to the rights of Macy’s Retail Holdings, Inc.; Neiman Marcus Group, LLC; Nordstrom, Inc.; Saks & Company Real Property LLC; and Bloomingdale’s, Inc., except as tenant, under their respective leases of portions may be permitted in Section 8.7B of the Real Property, (A) prior to a SecuritizationLoan Agreement, shall obtain Mortgagee’s not remove or demolish, or alter in any substantial manner, the structure or character of any Improvements without the prior written consent of Beneficiary. (which consentb) Grantor shall at all times comply with all present or future Requirements affecting or relating or pertaining in any way to the Property and/or the use, provided no Event operation and/or the maintenance thereof, and shall furnish Beneficiary, on request, proof of Default is continuingsuch compliance. Grantor shall not use or permit the use of the Property, or any part thereof, for any illegal purpose. (c) Beneficiary and Beneficiary's representatives and designees shall have the right, but not the duty, to enter the Property at reasonable times to inspect the same. Beneficiary shall not be unreasonably withheld liable to Grantor or delayed) any person in possession of the Property with respect to any alterations (including off-site work, such as roadwork) that (I) may have a material adverse effect on Mortgagor’s financial condition or the use, operation or value (including the net operating income) of the Property, (II) materially adversely affect the structural integrity of the Improvements or any utility or HVAC system contained in any Improvements or (III) the total estimated cost to Mortgagor matter arising out of such alterations (when added entry to the total estimated costs to Mortgagor of all other alterations then being conducted at the Property) in the aggregate (other than such amounts to be paid or reimbursed by tenants under the Leases) at any time exceeds $50,000,000.00 (the “Threshold Amount”) or (B) after a Securitization, shall obtain Mortgagee’s prior written consent (which consent, provided no Event of Default is continuing, shall not be unreasonably withheld or delayed) with respect to any alterations (including off-site work, such as roadwork) that (I) may have a material adverse effect on Mortgagor’s financial condition or the use, operation or value (including the net operating income) of the Property or (II) materially adversely affect the structural integrity of the Improvements or any utility or HVAC system contained in any Improvements. If the total estimated cost to Mortgagor of such alterations (when added to the total estimated costs to Mortgagor of all other alterations then being conducted at the Property) in the aggregate shall exceed the Threshold Amount, Mortgagor shall promptly deliver to Mortgagee and maintain as security for the payment of such amounts and as additional security for Mortgagor’s obligations under the Loan Documents any of the following: (w) Cash, (x) U.S. Obligations, (y) other securities (of a type that a REMIC Trust is permitted to hold and foreclose upon) having a rating, if prior to Securitization, acceptable to Mortgagee or, after a Securitization has occurred, regarding which the Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the then current ratings assigned in connection with such Securitization or (z) a completion bond or Letter of Credit, in either case, issued by a financial institution having the Required Rating. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to such alteration (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if Mortgagor has not timely paid for the costs and expenses of the alteration, applied from time to time at the option of Mortgagee to pay for such alteration or to terminate the alteration and restore the Property to the extent necessary to prevent any material adverse effect on the use, operation or value (including the net operating income) of the Property. (vd) Mortgagor represents Grantor shall, from time to time, if and warrants that the zoning approval for when required by Beneficiary (1) perform a site investigation of the Property is not dependent to determine the existence and levels of Hazardous Substances (as defined in Exhibit "A") on the Property, (2) issue a report certifying the results of such inspection to Beneficiary, and (3) take such remedial action as may be required by Beneficiary based upon the ownership or use of any property which is not encumbered by the Mortgagesuch report. (be) Mortgagee shall have the right, at any time and from time to time during normal business hours and upon reasonable prior notice, to enter the Property in order to ascertain Mortgagor’s compliance with the Loan Documents and the Unsecured Indemnity Agreement, to examine the condition of the Property, to perform an appraisal, to undertake surveying or engineering work, and to inspect premises occupied by tenants subject to the rights of tenants under their leases. Mortgagor shall reasonably cooperate with Mortgagee performing these inspections. Mortgagee shall reimburse Mortgagor for any losses or damages caused by such inspections. (c) Mortgagor Grantor shall use, or cause to be used, the Property continuously (subject to any disruption due to any casualty as and for first class property of its type and kind at the Property) for time of the Useexecution of this Deed of Trust. Mortgagor Grantor shall not use, or knowingly permit the use of, the Property for any other use without the prior written consent of Mortgagee. Mortgagor shall not file or record a declaration of condominium, master deed of trust or mortgage or any other similar document evidencing the imposition of a so‑called “condominium regime” whether superior or subordinate to this Mortgage and Mortgagor shall not permit any part of the Property to be converted to, or operated as, a “cooperative apartment house” whereby the tenants or occupants participate in the ownership, management or control of any part of the PropertyBeneficiary. (df) Without the prior written consent of Mortgagee, Mortgagor Grantor shall not (i) initiate or acquiesce in a change in the zoning classification of, of and/or restrictive covenants affecting the Property or seek any variance under, under existing zoning ordinances which would materially adversely affect applicable to the value of the Property, (ii) Property or use or permit the use of the Property in such a manner which may would result in the Use such use becoming a non‑conforming non-conforming use under applicable zoning ordinances or other applicable laws, ordinances, rules or (iii) regulations or subject the Property to restrictive covenants that may impair the lien of this Mortgage or materially impair the value of the Propertywithout Beneficiary's prior written consent.

CARE AND USE OF THE PROPERTY. (a) Mortgagor represents, warrants, and covenants as follows: (i) Intentionally omitted; (ii) Mortgagor shall at all times comply in all material respects with all present or future Requirements (including, without limitation, Prescribed Laws) affecting or relating to Mortgagor, the Property and/or the Use, and shall not use or knowingly permit the use of the Property, or any part thereof, for any illegal purpose. (iii) Mortgagor, at its sole cost and expense, shall keep the Property in good order, condition, and repair. (iv) Mortgagor shall abstain from, and not permit, the commission of physical waste to the Property and, subject to the rights of Macy’s Retail Holdings, Inc.; Neiman Marcus Group, LLCInc.; Nordstrom, Inc.; Saks & Company Company; A & S Real Property LLCEstate, Inc.; and Bloomingdale’s’s Real Estate, Inc., as tenant, under their respective leases of portions of the Real Property, (A) prior to a Securitization, shall not alter in any substantial manner, the structure or character of any Improvements (except for tenant improvements) without the prior written consent of Mortgagee or (B) after a Securitization, shall obtain Mortgagee’s prior written consent (which consent, provided no Event of Default is continuing, shall not be unreasonably withheld or delayed) with respect to any alterations (including off-site work, such as roadwork) that (I) may have a material adverse effect on Mortgagor’s financial condition or the use, operation or value (including the net operating income) of the Property, (II) materially adversely affect the structural integrity of the Improvements or any utility or HVAC system contained in any Improvements or (III) the total estimated cost to Mortgagor of such alterations (when added to the total estimated costs to Mortgagor of all other alterations then being conducted at the Property) in the aggregate (other than such amounts to be paid or reimbursed by tenants under the Leases) at any time exceeds $50,000,000.00 25,000,000.00 (the “Threshold Amount”) or (B) after a Securitization, shall obtain Mortgagee’s prior written consent (which consent, provided no Event of Default is continuing, shall not be unreasonably withheld or delayed) with respect to any alterations (including off-site work, such as roadwork) that (I) may have a material adverse effect on Mortgagor’s financial condition or the use, operation or value (including the net operating income) of the Property or (II) materially adversely affect the structural integrity of the Improvements or any utility or HVAC system contained in any Improvements). If the total estimated cost to Mortgagor of such alterations (when added to the total estimated costs to Mortgagor of all other alterations then being conducted at the Property) in the aggregate shall exceed the Threshold Amount, Mortgagor shall promptly deliver to Mortgagee and maintain as security for the payment of such amounts and as additional security for Mortgagor’s obligations under the Loan Documents any of the following: (w) Cash, (x) U.S. Obligations, (y) other securities (of a type that a REMIC Trust is permitted to hold and foreclose upon) having a rating, if prior to Securitization, acceptable to Mortgagee or, after a Securitization has occurred, regarding which the Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the then current ratings assigned in connection with such Securitization or (z) a completion bond or Letter of Credit, in either case, issued by a financial institution having the Required Rating. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to such alteration (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if Mortgagor has not timely paid for the costs and expenses of the alteration, applied from time to time at the option of Mortgagee to pay for such alteration or to terminate the alteration and restore the Property to the extent necessary to prevent any material adverse effect on the use, operation or value (including the net operating income) of the Property. (v) Mortgagor represents and warrants that the zoning approval for the Property is not dependent upon the ownership or use of any property which is not encumbered by the Mortgage. (b) Mortgagee shall have the right, at any time and from time to time during normal business hours and upon reasonable prior notice, to enter the Property in order to ascertain Mortgagor’s compliance with the Loan Documents and the Unsecured Indemnity Agreement, to examine the condition of the Property, to perform an appraisal, to undertake surveying or engineering work, and to inspect premises occupied by tenants subject to the rights of tenants under their leases. Mortgagor shall reasonably cooperate with Mortgagee performing these inspections. Mortgagee shall reimburse Mortgagor for any losses or damages caused by such inspections. (c) Mortgagor shall use, or cause to be used, the Property continuously (subject to any disruption due to any casualty at the Property) for the Use. Mortgagor shall not use, or knowingly permit the use of, the Property for any other use without the prior written consent of Mortgagee. To the extent the Property is used as a residential apartment complex, (i) Mortgagor shall not file or record a declaration of condominium, master deed of trust or mortgage or any other similar document evidencing the imposition of a so‑called so-called “condominium regime” whether superior or subordinate to this Mortgage and (ii) Mortgagor shall not permit any part of the Property to be converted to, or operated as, a “cooperative apartment house” whereby the tenants or occupants participate in the ownership, management or control of any part of the Property. (d) Without the prior written consent of Mortgagee, Mortgagor shall not (i) initiate or acquiesce in a change in the zoning classification of, and/or seek any variance under, existing zoning ordinances which would materially adversely affect the value of the Property, (ii) use or permit the use of the Property in a manner which may result in the Use becoming a non‑conforming non-conforming use under applicable zoning ordinances, or (iii) subject the Property to restrictive covenants that may impair the lien of this Mortgage or materially impair the value of the Property.

CARE AND USE OF THE PROPERTY. (a) Mortgagor represents, warrants, and covenants as follows: (i) Intentionally omitted; (ii) Mortgagor shall at all times comply in all material respects with all present or future Requirements (including, without limitation, Prescribed Laws) affecting or relating to Mortgagor, the Property and/or the Use, and shall not use or knowingly permit the use of the Property, or any part thereof, for any illegal purpose. (iii) Mortgagor, at its sole cost and expense, shall keep the Property in good order, condition, and repair. (iv) , and make all necessary repairs thereto, interior and exterior, structural and non-structural, ordinary and extraordinary, and foreseen and unforeseen. Mortgagor shall abstain from, and not permit, the commission of physical waste to in or about the Property and, subject to the rights of Macy’s Retail Holdings, Inc.; Neiman Marcus Group, LLC; Nordstrom, Inc.; Saks & Company Real Property LLC; and Bloomingdale’s, Inc., as tenant, under their respective leases of portions of the Real Property, (A) prior to a Securitization, shall obtain Mortgagee’s prior written consent (which consent, provided no Event of Default is continuing, shall not be unreasonably withheld remove or delayed) with respect to any alterations (including off-site workdemolish, such as roadwork) that (I) may have a material adverse effect on Mortgagor’s financial condition or the use, operation or value (including the net operating income) of the Property, (II) materially adversely affect the structural integrity of the Improvements or any utility or HVAC system contained alter in any Improvements substantial manner, the structure or (III) the total estimated cost to Mortgagor of such alterations (when added to the total estimated costs to Mortgagor of all other alterations then being conducted at the Property) in the aggregate (other than such amounts to be paid or reimbursed by tenants under the Leases) at any time exceeds $50,000,000.00 (the “Threshold Amount”) or (B) after a Securitization, shall obtain Mortgagee’s prior written consent (which consent, provided no Event of Default is continuing, shall not be unreasonably withheld or delayed) with respect to any alterations (including off-site work, such as roadwork) that (I) may have a material adverse effect on Mortgagor’s financial condition or the use, operation or value (including the net operating income) of the Property or (II) materially adversely affect the structural integrity of the Improvements or any utility or HVAC system contained in any Improvements. If the total estimated cost to Mortgagor of such alterations (when added to the total estimated costs to Mortgagor of all other alterations then being conducted at the Property) in the aggregate shall exceed the Threshold Amount, Mortgagor shall promptly deliver to Mortgagee and maintain as security for the payment of such amounts and as additional security for Mortgagor’s obligations under the Loan Documents any of the following: (w) Cash, (x) U.S. Obligations, (y) other securities (of a type that a REMIC Trust is permitted to hold and foreclose upon) having a rating, if prior to Securitization, acceptable to Mortgagee or, after a Securitization has occurred, regarding which the Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the then current ratings assigned in connection with such Securitization or (z) a completion bond or Letter of Credit, in either case, issued by a financial institution having the Required Rating. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to such alteration (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if Mortgagor has not timely paid for the costs and expenses of the alteration, applied from time to time at the option of Mortgagee to pay for such alteration or to terminate the alteration and restore the Property to the extent necessary to prevent any material adverse effect on the use, operation or value (including the net operating income) of the Property. (v) Mortgagor represents and warrants that the zoning approval for the Property is not dependent upon the ownership or use character of any property which is not encumbered by the Mortgage. (b) Mortgagee shall have the right, at any time and from time to time during normal business hours and upon reasonable prior notice, to enter the Property in order to ascertain Mortgagor’s compliance with the Loan Documents and the Unsecured Indemnity Agreement, to examine the condition of the Property, to perform an appraisal, to undertake surveying or engineering work, and to inspect premises occupied by tenants subject to the rights of tenants under their leases. Mortgagor shall reasonably cooperate with Mortgagee performing these inspections. Mortgagee shall reimburse Mortgagor for any losses or damages caused by such inspections. (c) Mortgagor shall use, or cause to be used, the Property continuously (subject to any disruption due to any casualty at the Property) for the Use. Mortgagor shall not use, or knowingly permit the use of, the Property for any other use Improvements without the prior written consent of Mortgagee. (b) Mortgagor shall at all times comply with all present or future Requirements (as defined in Exhibit "D") affecting or relating or pertaining in any way to the Property and/or the use, operation and/or the maintenance thereof, and shall furnish Mortgagee, on request, proof of such compliance. Mortgagor shall not file or record a declaration of condominium, master deed of trust or mortgage or any other similar document evidencing the imposition of a so‑called “condominium regime” whether superior or subordinate to this Mortgage and Mortgagor shall not permit any part of the Property to be converted to, or operated as, a “cooperative apartment house” whereby the tenants or occupants participate in the ownership, management or control of any part of the Property. (d) Without the prior written consent of Mortgagee, Mortgagor shall not (i) initiate or acquiesce in a change in the zoning classification of, and/or seek any variance under, existing zoning ordinances which would materially adversely affect the value of the Property, (ii) use or permit the use of the Property in a manner which may result in the Use becoming a non‑conforming use under applicable zoning ordinancesProperty, or any part thereof, for any illegal purpose. (iiic) subject Mortgagee and Mortgagee's representatives and designees shall have the right, but not the duty, to enter the Property at reasonable times to inspect the same. Mortgagee shall not be liable to Mortgagor or any person in possession of the Property with respect to any matter arising out of such entry to the Property except for any matter resulting from Mortgagee's, or its agents' or designees', gross negligence or willful disregard of its obligations hereunder. (d) Mortgagor shall, from time to time, if and when required by Mortgagee (1) perform a site investigation of the Property to restrictive covenants determine the existence and levels of Hazardous Substances (as defined in Exhibit "D") on the Property, (2) issue a report certifying the. results of such inspection to Mortgagee, and (3) take such remedial action as may be required to bring the Property into compliance with applicable law; provided, however, that may impair unless any Event of Default shall have occurred or there are reasonable grounds to suspect environmental harm, Mortgagor shall not be required to undertake a site investigation. The foregoing proviso shall not, however, limit in any way Mortgagee's right to enter upon the lien of this Mortgage or materially impair the value Property at all reasonable times and upon reasonable prior notice to undertake site investigations of the PropertyProperty at Mortgagee's expense.