Common use of Covenants Regarding Leases Clause in Contracts

Covenants Regarding Leases. (a) Borrower agrees that (i) Borrower will observe and perform in all material respects all of the obligations imposed upon the landlord in the Leases and will not do or permit to be done anything to impair the security thereof; (ii) Borrower will use its commercially reasonable efforts to enforce or secure, or cause to be enforced or secured, the performance of each and every material obligation and undertaking of the respective tenants under the Leases and will appear in and defend, at Borrower’s sole cost and expense, any action or proceeding arising under, or in any manner connected with, the Leases; (iii) no Rents will be waived, released, discounted, set off or compromised; (iv) except as stated in the Leases, Borrower has not received any funds or deposits from any tenant which for credit has not already been made on account of accrued Rents; (v) Borrower will not without the prior written consent of Administrative Agent waive, release, discount, set off, compromise, reduce or defer any Rent, receive or collect Rents more than one (1) month in advance, grant any rent-free period to any tenant, reduce any Lease term or waive, release or otherwise modify any other material obligation under any Lease, renew or extend any Lease except in accordance with a right of the tenant thereto in such Lease, approve or consent to an assignment of a Lease or a subletting of any part of the premises covered by a Lease, or settle or compromise any claim against a tenant under a Lease in bankruptcy or otherwise; (vi) Borrower will not, without the prior written consent of Administrative Agent, terminate or consent to the cancellation or surrender of any Lease having an unexpired term of one (1) year or more unless promptly after the cancellation or surrender a new Lease of such premises is made with a new tenant having a credit standing, in Administrative Agent’s judgment, at least equivalent to that of the tenant whose Lease was cancelled, on substantially the same terms as the terminated or cancelled Lease;

Covenants Regarding Leases. (a) Borrower agrees that (i) Borrower will observe and perform in all material respects all of the obligations imposed upon the landlord in the Leases and will not do or permit to be done anything to impair the security thereof; (ii) Borrower will use its commercially reasonable efforts to enforce or secure, or cause to be enforced or secured, the performance of each and every material obligation and undertaking of the respective tenants under the Leases and will appear in and defend, at Borrower’s sole cost and expense, any action or proceeding arising under, or in any manner connected with, the Leases; (iii) no Rents will be waived, released, discounted, set off or compromised; (iv) except as stated in the Leases, Borrower has not received any funds or deposits from any tenant which for credit has not already been made on account of accrued Rents; (v) Borrower will not without the prior written consent of Administrative Agent waive, release, discount, set off, compromise, reduce or defer any Rent, receive or collect Rents more than one (1) month in advance, grant any rent-free period to any tenant, reduce any Lease term or waive, release or otherwise modify any other material obligation under any Lease, renew or extend any Lease except in accordance with a right of the tenant thereto in such Lease, approve or consent to an assignment of a Lease or a subletting of any part of the premises covered by a Lease, or settle or compromise any claim against a tenant under a Lease in bankruptcy or otherwise; (vi) Borrower will Mortgagor shall not, without the prior written consent of Administrative AgentMortgagee obtained in each instance: (1) lease to any Person, all or any part of the space in, on or over any of the Premises; (2) cancel, terminate or consent to the cancellation accept a surrender or suffer or permit any cancellation, termination or surrender of any Lease having an unexpired or any guaranty of any Lease; (3) modify any Lease so as to (i) reduce the term thereof or the Rents payable thereunder, (ii) change any renewal provision contained therein, (iii) otherwise increase any obligation of Mortgagor thereunder, or (iv) reduce any obligation of Lessee thereunder; (4) commence any summary proceeding or other action to recover possession of any space demised pursuant to any Lease, other than a proceeding brought in good faith by reason of a default of any Lessee; (5) receive or collect, or permit the receipt or collection of, any Rents for more than one (1) year or more unless promptly after the cancellation or surrender a new Lease of such premises is made with a new tenant having a credit standing, month in Administrative Agent’s judgment, at least equivalent to that advance of the tenant whose payment due dates; (6) intentionally omitted; (7) extend any present Lease was cancelledother than in accordance with the terms presently provided for therein; (8) intentionally omitted; (9) suffer or permit to occur any release of liability of any Lessee or the accrual of any right in any Lessee to withhold payment of any Rent; (10) sell, on substantially assign, transfer, mortgage, pledge or otherwise dispose of or encumber, whether by merger, consolidation, operation of law or otherwise, any Lease or any Rents; (11) alter, modify or change the same terms as of any guaranty of any Lease or consent to the terminated release of any party thereto; (12) request, consent, agree to, or cancelled Lease;accept, the subordination of any Lease to any Mortgage (other than this Mortgage) or other encumbrance now or hereafter affecting the Premises; or

Covenants Regarding Leases. (a) Borrower agrees that (i) Borrower will observe and perform in all material respects all of the obligations imposed upon the landlord in the Leases and will not do or permit shall cause Property Owner to be done anything to impair the security thereof; (ii) Borrower will use its commercially reasonable efforts to enforce or secure, or cause to be enforced or secured, the performance of each and every material obligation and undertaking of the respective tenants under the Leases and will appear in and defend, at Borrower’s sole cost and expense, any action or proceeding arising under, or in any manner connected with, the Leases; (iii) no Rents will be waived, released, discounted, set off or compromised; (iv) except as stated in the Leases, Borrower has not received any funds or deposits from any tenant which for credit has not already been made on account of accrued Rents; (v) Borrower will not without the prior written consent of Administrative Agent waive, release, discount, set off, compromise, reduce or defer any Rent, receive or collect Rents more than one (1) month in advance, grant any rent-free period to any tenant, reduce any Lease term or waive, release or otherwise modify any other material obligation under any Lease, renew or extend any Lease except in accordance with a right of the tenant thereto in such Lease, approve or consent to an assignment of a Lease or a subletting of any part of the premises covered by a Lease, or settle or compromise any claim against a tenant under a Lease in bankruptcy or otherwise; (vi) Borrower will not, without the prior written consent of Administrative AgentLender obtained in each instance: (i) lease to any Person, all or any part of the space in, on or over any of the Premises; (ii) cancel, terminate or consent to the cancellation accept a surrender or suffer or permit any cancellation, termination or surrender of any Lease having an unexpired or any guaranty of any Lease; (iii) modify any Lease so as to (i) reduce the term thereof or the Rents payable thereunder, (ii) change any renewal provision contained therein, (iii) otherwise increase any obligation of Property Owner thereunder, or (iv) reduce any obligation of tenant thereunder; (iv) commence any summary proceeding or other action to recover possession of any space demised pursuant to any Lease, other than a proceeding brought in good faith by reason of a default of any tenant; (v) receive or collect, or permit the receipt or collection of, any Rents for more than one (1) year or more unless promptly after the cancellation or surrender a new Lease of such premises is made with a new tenant having a credit standing, month in Administrative Agent’s judgment, at least equivalent to that advance of the payment due dates; (vi) extend any present Lease other than in accordance with the terms presently provided for therein; (vii) suffer or permit to occur any release of liability of any tenant whose or the accrual of any right in any tenant to withhold payment of any Rent; (viii) sell, assign, transfer, mortgage, pledge or otherwise dispose of or encumber, whether by merger, consolidation, operation of law or otherwise, any Lease was cancelledor any Rents; (ix) alter, on substantially modify or change the same terms as of any guaranty of any Lease or consent to the terminated release of any party thereto; or (x) request, consent, agree to, or cancelled Lease;accept, the subordination of any Lease to any mortgage (other than the First Security Instrument) or other encumbrance now or hereafter affecting the Premises. Notwithstanding the foregoing, to the extent Lender’s approval is required under this Section 4.8, such approval shall be deemed given if First Lender approves of (or is deemed to have approved of) the same

Covenants Regarding Leases. (a) Borrower agrees that (i) Borrower will observe and perform in all material respects all of the obligations imposed upon the landlord in the Leases and will not do or permit to be done anything to impair the security thereof; (ii) Borrower will use its commercially reasonable efforts to enforce or secure, or cause to be enforced or secured, the performance of each and every material obligation and undertaking of the respective tenants under the Leases and will appear in and defend, at Borrower’s sole cost and expense, any action or proceeding arising under, or in any manner connected with, the Leases; (iii) no Rents will be waived, released, discounted, set off or compromised; (iv) except as stated in the Leases, Borrower has not received any funds or deposits from any tenant which for credit has not already been made on account of accrued Rents; (v) Borrower will not without the prior written consent of Administrative Agent waive, release, discount, set off, compromise, reduce or defer any Rent, receive or collect Rents more than one (1) month in advance, grant any rent-free period to any tenant, reduce any Lease term or waive, release or otherwise modify any other material obligation under any Lease, renew or extend any Lease except in accordance with a right of the tenant thereto in such Lease, approve or consent to an assignment of a Lease or a subletting of any part of the premises covered by a Lease, or settle or compromise any claim against a tenant under a Lease in bankruptcy or otherwise; (vi) Borrower Assignor covenants it will not, without the prior written consent of Administrative AgentAssignee obtained in each instance: (a) enter into any new or future Material Lease with any Person, except on the best terms reasonably obtainable, and under terms that shall be in all respects be satisfactory to Assignee as to the form and substance thereof and the credit standing of the respective Tenant thereunder; (b) cancel, terminate or accept a surrender or suffer or permit any cancellation, termination or surrender of any Material Lease (except for a termination by Assignor by reason of a material default by Tenant); (c) modify or amend any Material Lease so as to reduce materially the term thereof or the rent payable thereunder, or to change any renewal provision contained therein or otherwise materially increase the obligation of Assignor thereunder or materially reduce the obligations of the Tenant thereunder (provided that whether or not Assignee’s consent is required hereunder, Assignor shall promptly provide a copy of such amendment or modification to Assignee); (d) commence any summary proceeding or other action to recover possession of any space demised pursuant to any Material Lease, other than a proceeding brought in good faith by reason of a material default of any Tenant; (e) receive or collect or permit the receipt or collection of any rental payments of more than one monthly installment of rent under any Lease in advance of the due dates of such rental payments (whether in cash or by evidence of indebtedness); (f) take any other action with respect to any Lease which would impair the security of Assignee under this Assignment or the Security Instrument; (g) extend any present Material Lease other than in the manner presently provided for therein; (h) execute an agreement or create or permit a Lien which may be or become superior to any existing Lease affecting the Premises; (i) sell, assign, transfer, mortgage, pledge or otherwise dispose of or encumber, whether by operation of Applicable Law or otherwise, any Material Lease or any rights to the rentals under any Material Lease or any current or future Rents; (j) alter, modify, or change the terms of any guaranties of any Material Leases or consent to the cancellation release of any party thereunder, or surrender cancel or terminate such guaranties; (k) waive, excuse, condone, discount, setoff, compromise or in any manner release or discharge any Tenant of and from any obligations, covenants, conditions and agreements to be kept, observed and performed by such Tenant, including the obligation to pay Rents thereunder, in the manner and at the time and place specified therein; (l) consent to any assignment of any Material Lease or any subletting of the Premises demised under any Material Lease, except as permitted under such Material Lease; or (m) request, consent, or agree to or accept the subordination of any Lease having an unexpired term to any mortgage, deed to secure debt, deed of one (1) year trust or more unless promptly after other Lien now or hereafter affecting the cancellation or surrender a new Lease of such premises is made with a new tenant having a credit standing, in Administrative Agent’s judgment, at least equivalent to that of the tenant whose Lease was cancelled, on substantially the same terms as the terminated or cancelled Lease;Premises.

Covenants Regarding Leases. (a) Borrower agrees that (i) Borrower will observe and perform in all material respects all of the obligations imposed upon the landlord in the Leases and will not do or permit to be done anything to impair the security thereof; (ii) Borrower will use its commercially reasonable efforts to enforce or secure, or cause to be enforced or secured, the performance of each and every material obligation and undertaking of the respective tenants under the Leases and will appear in and defend, at Borrower’s sole cost and expense, any action or proceeding arising under, or in any manner connected with, the Leases; (iii) no Rents will be waived, released, discounted, set off or compromised; (iv) except as stated in the Leases, Borrower has not received any funds or deposits from any tenant which for credit has not already been made on account of accrued Rents; (v) Borrower will not without the prior written consent of Administrative Agent waive, release, discount, set off, compromise, reduce or defer any Rent, receive or collect Rents more than one (1) month in advance, grant any rent-free period to any tenant, reduce any Lease term or waive, release or otherwise modify any other material obligation under any Lease, renew or extend any Lease except in accordance with a right of the tenant thereto in such Lease, approve or consent to an assignment of a Lease or a subletting of any part of the premises covered by a Lease, or settle or compromise any claim against a tenant under a Lease in bankruptcy or otherwise; (vi) Borrower will shall not, without the prior written consent of Administrative AgentLender obtained in each instance: (1) lease to any Person, all or any part of the space in, on or over any of the Premises; (2) cancel, terminate or consent to the cancellation accept a surrender or suffer or permit any cancellation, termination or surrender of any Lease having an unexpired or any guaranty of any Lease; (3) modify any Lease so as to (i) reduce the term thereof or the Rents payable thereunder, (ii) change any renewal provision contained therein, (iii) otherwise increase any obligation of Borrower thereunder, or (iv) reduce any obligation of Lessee thereunder; (4) commence any summary proceeding or other action to recover possession of any space demised pursuant to any Lease, other than a proceeding brought in good faith by reason of a default of any Lessee; (5) receive or collect, or permit the receipt or collection of, any Rents for more than one month in advance of the payment due dates; (6) take any other action with respect to any Lease which would tend to impair the security of Lender pursuant to this Security Deed; (7) extend any present Lease other than in accordance with the terms presently provided for therein; (8) execute any agreement or instrument or create or permit a lien which may be or become superior to any Lease; (9) suffer or permit to occur any release of liability of any Lessee or the accrual of any right in any Lessee to withhold payment of any Rent; (10) sell, assign, transfer, mortgage, pledge or otherwise dispose of or encumber, whether by merger, consolidation, operation of law or otherwise, any Lease or any Rents; (11) alter, modify or change the terms of any guaranty of any Lease or consent to the release of any party thereto; (12) request, consent, agree to, or accept, the subordination of any Lease to any mortgage (other than this Security Deed) or other encumbrance now or hereafter affecting the Premises; or (13) consent to the assignment of any Lease or any subletting of the Premises demised pursuant to any Lease, subject to the following provisos: (i) so long as prompt written notice is delivered to Lender of any such assignment or subletting, the tenant's interest under a Lease may be assigned or sublet if such assignment or subletting is expressly permitted under the terms of the applicable Lease without the requirement of consent by the landlord thereunder; and (ii) if Lender's consent to such assignment or subletting is required hereunder, then Lender will not unreasonably withhold its consent; and (iii) notwithstanding the immediately preceding clauses, and in addition thereto, if the assignment or subletting relates to that certain Lease Agreement dated April 1) year , 2002 between Borrower as lessor and Global Computer Systems, Inc. as lessee, as the same may be modified or more unless promptly after amended from time to time (the cancellation "GCS Lease"), it shall be a requirement of any assignment or surrender a new subletting that neither the original lessee nor Systemax Inc. as guarantor under that certain Guaranty dated April 1, 2002 relating to the GCS Lease of such premises is made with a new tenant having a credit standingshall be released from its liability thereunder, in Administrative Agent’s judgmentand furthermore, that Systemax Inc., at the time of any such assignment or subletting, shall reaffirm in writing that its obligations under said Guaranty are in full force and effect and unmodified and that there are no defenses to enforcement of said Guaranty (and if for any reason Borrower desires that Systemax Inc. be released from said Guaranty in connection with such assignment or subletting, Lender may require a guaranty from a substitute guarantor, having at least equivalent to that the net worth and financial strength of Systemax Inc. on the date of this Instrument, determination of which shall be in Lender's sole and absolute discretion). Without limitation of the tenant whose Lease was cancelledforegoing requirements that Lender's consent be obtained before termination of a Lease, on substantially Borrower covenants to give prompt written notice to Lender of any termination of the same terms as GCS Lease, specifying the terminated or cancelled Lease;date of termination.

Covenants Regarding Leases. (a) Borrower agrees that With respect to the Leases from time to time or at any time existing, Mortgagor shall (i) Borrower will observe and perform in all material respects all of the obligations imposed upon the landlord in the Leases and will not do or permit to be done anything to impair the security thereof; (ii) Borrower will use its commercially reasonable efforts to enforce or secure, or cause to be enforced or secured, the performance of each and every material obligation and undertaking of the respective tenants under the Leases and will appear in and defend, at Borrower’s sole cost and expense, defend any action or proceeding arising under, occurring out of, or in any manner connected with, the Leases; , (iiiii) no Rents will be waived, released, discounted, set off or compromised; (iv) except as stated in the Leases, Borrower has not received any funds or deposits from any tenant which for credit has not already been made on account of accrued Rents; (v) Borrower will not without the prior written consent of Administrative Agent waive, release, discount, set off, compromise, reduce or defer any Rent, receive or collect any Rents from any of the Leases for a period of more than one (1) month in advance, grant (iii) not waive, discount, set-off, compromise, or in any rent-free period manner release or discharge any lessee, of and from any obligations, covenants, conditions and agreements by such lessee under its Lease, (iv) not terminate or consent to any tenant, reduce any Lease term or waive, release or otherwise modify any other material obligation under surrender of any Lease, renew or extend modify or in any Lease except in accordance with a right of way alter the tenant thereto in such Lease, approve or consent to an assignment of a Lease or a subletting of any part of the premises covered by a Lease, or settle or compromise any claim against a tenant under a Lease in bankruptcy or otherwise; (vi) Borrower will notterms thereof, without the prior written consent of Administrative AgentMortgagee, terminate and shall use all reasonable efforts to maintain each of the Leases in full force and effect during the term of this Mortgage, (v) not subordinate any Lease to any mortgage or consent other encumbrance (other than the lien of this Mortgage), and (vi) shall (A) obtain Mortgagee's approval as to the cancellation form and substance of each Lease or surrender amendment thereto, (B) deliver to Mortgagee, true and complete copies of the Leases and any amendments thereto, (C) not enter into any oral leases or any side agreements with respect to a Lease with any Lessee, except upon notice to and approval in writing by Mortgagee, (D) not execute any Lease having an unexpired term except for actual occupancy by the lessee thereunder, and (E) from time to time upon request of one (1) year or more unless promptly after Mortgagee, furnish to Mortgagee a written certification signed by Mortgagor describing all then existing Leases and the cancellation or surrender a new Lease of such premises is made with a new tenant having a credit standing, in Administrative Agent’s judgment, at least equivalent to that names of the tenant whose Lease was cancelled, on substantially the same terms as the terminated or cancelled Lease;tenants and Rents payable thereunder.

Covenants Regarding Leases. (a) Borrower agrees that (i) Borrower will observe and perform in all material respects all of the obligations imposed upon the landlord in the Leases and will not do or permit to be done anything to impair the security thereof; (ii) Borrower will use its commercially reasonable efforts to enforce or secure, or cause to be enforced or secured, the performance of each and every material obligation and undertaking of the respective tenants under the Leases and will appear in and defend, at Borrower’s sole cost and expense, any action or proceeding arising under, or in any manner connected with, the Leases; (iii) no Rents will be waived, released, discounted, set off or compromised; (iv) except as stated in the Leases, Borrower has not received any funds or deposits from any tenant which for credit has not already been made on account of accrued Rents; (v) Borrower will not without the prior written consent of Administrative Agent waive, release, discount, set off, compromise, reduce or defer any Rent, receive or collect Rents more than one (1) month in advance, grant any rent-free period to any tenant, reduce any Lease term or waive, release or otherwise modify any other material obligation under any Lease, renew or extend any Lease except in accordance with a right of the tenant thereto in such Lease, approve or consent to an assignment of a Lease or a subletting of any part of the premises covered by a Lease, or settle or compromise any claim against a tenant under a Lease in bankruptcy or otherwise; (vi) Borrower will Mortgagor shall not, without the prior written consent of Administrative AgentMortgagee obtained in each instance: (1) lease to any Person, all or any part of the space in, on or over any of the Premises; (2) cancel, terminate or consent to the cancellation accept a surrender or suffer or permit any cancellation, termination or surrender of any Lease having an unexpired term or any guaranty of one (1) year or more unless promptly after the any Lease except for cancellation or surrender termination in the case of a new Lessee default or as expressly set forth in any Lease; (3) modify any Lease so as to (i) reduce the term thereof or the Rents payable thereunder, (ii) change any renewal provision contained therein, (iii) otherwise increase any obligation of such premises is made with Mortgagor thereunder, or (iv) reduce any obligation of Lessee thereunder; (4) commence any summary proceeding or other action to recover possession of any space demised pursuant to any Lease, other than a new tenant having proceeding brought in good faith by reason of a credit standingdefault of any Lessee; (5) receive or collect, or permit the receipt or collection of, any Rents for more than one month in Administrative Agent’s judgment, at least equivalent to that advance of the tenant whose payment due dates; (6) take any other action with respect to any Lease was cancelled, on substantially which would tend to impair the same security of Mortgagee pursuant to this Mortgage; (7) extend any present Lease other than in accordance with the terms as the terminated presently expressly provided for therein; (8) execute any agreement or cancelled instrument or create or permit a lien which may be or become superior to any Lease; (9) suffer or permit to occur any release of liability of any Lessee or the accrual of any right in any Lessee to withhold payment of any Rent; (10) sell, assign, transfer, mortgage, pledge or otherwise dispose of or encumber, whether by merger, consolidation, operation of law or otherwise, any Lease or any Rents; (11) alter, modify or change the terms of any guaranty of any Lease or consent to the release of any party thereto; MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT 096780 000064 DALLAS 2814275.4 Loan No. 374-0366 (12) request, consent, agree to, or accept, the subordination of any Lease to any mortgage or deed of trust (other than this Mortgage) or other encumbrance now or hereafter affecting the Premises; (13) consent to the assignment of any Lease or any subletting of the Premises demised pursuant to any Lease (to the extent that the Lease (i) is in effect as of the date of this Mortgage and (ii) allows for Mortgagor to give or withhold such consent in Mortgagor’s sole discretion), without Mortgagee’s prior written consent; or (14) enter into any lease for space in any Improvements for purposes other than occupancy by the tenant.

Covenants Regarding Leases. (a) Borrower agrees that (i) Borrower Mortgagor covenants it will observe and perform in all material respects all of the obligations imposed upon the landlord in the Leases and will not do or permit to be done anything to impair the security thereof; (ii) Borrower will use its commercially reasonable efforts to enforce or securenot, or cause to be enforced or secured, the performance of each and every material obligation and undertaking of the respective tenants under the Leases and will appear in and defend, at Borrower’s sole cost and expense, any action or proceeding arising under, or in any manner connected with, the Leases; (iii) no Rents will be waived, released, discounted, set off or compromised; (iv) except as stated in the Leases, Borrower has not received any funds or deposits from any tenant which for credit has not already been made on account of accrued Rents; (v) Borrower will not -------------------------- without the prior written consent of Administrative Agent waivethe Mortgagee obtained in each instance, releasewhich consent shall not be unreasonably withheld, discount, set off, compromise, reduce delayed or defer any Rent, receive or collect Rents more than one conditioned: (1) month in advance, grant any rent-free period lease to any tenantperson, reduce any Lease term firm or waivecorporation, release all or otherwise modify any other material obligation under any Lease, renew or extend any Lease except in accordance with a right of the tenant thereto in such Lease, approve or consent to an assignment of a Lease or a subletting of any part of the premises covered by a Lease, or settle or compromise space in any claim against a tenant under a Lease in bankruptcy or otherwise; of the Improvements; (vi2) Borrower will not, without the prior written consent of Administrative Agentcancel, terminate or consent to the cancellation accept a surrender or suffer or permit any cancellation, termination or surrender of any Lease (except in each case in accordance with the terms thereof) other than any Lease having an unexpired a remaining term of less than six (6) months; (3) modify any Lease so as to reduce the term thereof or the rent payable thereunder, or to change any renewal provision contained therein; (4) commence any summary proceeding or other action to recover possession of any space demised pursuant to any Lease, other than a proceeding brought in good faith by reason of a default of any Lessee; (5) receive or collect or permit the receipt or collection of any rental payments of more than one (1) year or more unless promptly after monthly installment of rent under any Lease in advance of the cancellation or surrender a new Lease due dates of such premises is made rental payments; (6) take any other action with respect to any Lease which would tend to materially impair the security of Mortgagee under this Mortgage; (7) extend any present Lease other than in the manner presently provided for therein, or at a new tenant having rental rate lower than that under the present Lease; (8) execute an agreement or create or permit a credit standinglien which may be or become superior to any existing Leases affecting the Secured Property; (9) sell, in Administrative Agent’s judgmentassign, at least equivalent transfer, mortgage, pledge or otherwise dispose of or encumber, whether by operation of law or otherwise, any Lease or any rentals under any Lease or any rents, income, profits or cash collateral issuing from the Secured Property; (10) fail to that perform any material covenant or agreement to be performed by Mortgagor, as Lessor under any of the tenant whose Lease was cancelled, on substantially Leases; or (11) suffer or permit to occur any release of liability of any Lessee or the same terms as the terminated or cancelled Lease;accrual of any right in any Lessee to withhold payment of Rents.

Covenants Regarding Leases. (a) Borrower agrees that (i) Borrower will observe and perform in all material respects all of the obligations imposed upon the landlord in the Leases and will not do or permit to be done anything to impair the security thereof; (ii) Borrower will use its commercially reasonable efforts to enforce or secure, or cause to be enforced or secured, the performance of each and every material obligation and undertaking of the respective tenants under the Leases and will appear in and defend, at Borrower’s sole cost and expense, any action or proceeding arising under, or in any manner connected with, the Leases; (iii) no Rents will be waived, released, discounted, set off or compromised; (iv) except as stated in the Leases, Borrower has not received any funds or deposits from any tenant which for credit has not already been made on account of accrued Rents; (v) Borrower will not without the prior written consent of Administrative Agent waive, release, discount, set off, compromise, reduce or defer any Rent, receive or collect Rents more than one (1) month in advance, grant any rent-free period to any tenant, reduce any Lease term or waive, release or otherwise modify any other material obligation under any Lease, renew or extend any Lease except in accordance with a right of the tenant thereto in such Lease, approve or consent to an assignment of a Lease or a subletting of any part of the premises covered by a Lease, or settle or compromise any claim against a tenant under a Lease in bankruptcy or otherwise; (vi) Borrower Owner covenants it will not, without the prior written consent of Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed, obtained in each instance: (a) enter into any new or future Major Lease, except on the best terms reasonably obtainable, under Major Leases which shall in all respects be satisfactory to Agent as to the form and substance thereof and the credit standing of the respective Tenant thereunder; (b) cancel, terminate or accept a surrender or suffer or permit any cancellation, termination or surrender of any Major Lease (except for a termination by Owner by reason of a material default by Tenant); (c) modify or amend any Major Lease so as to reduce materially the term thereof or the rent payable thereunder, or to change any renewal provision contained therein or otherwise materially increase the obligation of Owner thereunder or materially reduce the obligations of the Tenant thereunder (provided that whether or not Agent’s consent is required hereunder, Owner shall promptly provide a copy of such amendment or modification to Agent); (d) commence any summary proceeding or other action to recover possession of any space demised pursuant to any Major Lease, other than a proceeding brought in good faith by reason of a material default of any Tenant; (e) receive or collect or permit the receipt or collection of any rental payments of more than one monthly installment of rent under any Major Lease in advance of the due dates of such rental payments (whether in cash or by evidence of indebtedness); (f) take any other action with respect to any Lease which would impair the security of Agent or this Security Instrument; (g) extend any present Space Lease other than in the manner presently provided for therein; (h) except as expressly permitted by the terms of the Credit Agreement, execute an agreement or create or permit a lien which may be or become superior to any existing Space Lease affecting the Property; (i) except as expressly permitted by the terms of the Credit Agreement and except with respect to the Permitted Encumbrances, sell, assign, transfer, mortgage, pledge or otherwise dispose of or encumber, whether by operation of Applicable Law or otherwise, any Lease or any rentals under any Lease or any current or future Rents; (j) alter, modify, or change the terms of any guaranties of any Leases or consent to the cancellation release of any party thereunder, or surrender cancel or terminate such guaranties; (k) waive, excuse, condone, discount, setoff, compromise or in any manner release or discharge any Tenant under a Major Lease of and from any obligations, covenants, conditions and agreements to be kept, observed and performed by such Tenant, including the obligation to pay Rents thereunder, in the manner and at the time and place specified therein; (l) except as expressly permitted by the terms of the Credit Agreement, consent to any assignment of any Space Lease or any subletting of the premises demised under any Space Lease; or (m) request, consent, or agree to or accept the subordination of any Lease having an unexpired term to any mortgage, deed to secure debt, deed of one (1) year trust or more unless promptly after other lien now or hereafter affecting the cancellation or surrender a new Lease of such premises is made with a new tenant having a credit standing, in Administrative Agent’s judgment, at least equivalent to that of the tenant whose Lease was cancelled, on substantially the same terms as the terminated or cancelled Lease;Property.

Covenants Regarding Leases. (a) Borrower agrees that With respect to the Leases from time to time or at any time existing, Mortgagor shall (i) Borrower will observe and perform in all material respects all of the obligations imposed upon the landlord in the Leases and will not do or permit to be done anything to impair the security thereof; (ii) Borrower will use its commercially reasonable efforts to enforce or secure, or cause to be enforced or secured, the performance of each and every material obligation and undertaking of the respective tenants under the Leases and will appear in and defend, at Borrower’s sole cost and expense, defend any action or proceeding arising under, occurring out of, or in any manner connected with, the Leases; , (iiiii) no Rents will be waived, released, discounted, set off or compromised; (iv) except as stated in the Leases, Borrower has not received any funds or deposits from any tenant which for credit has not already been made on account of accrued Rents; (v) Borrower will not without the prior written consent of Administrative Agent waive, release, discount, set off, compromise, reduce or defer any Rent, receive or collect any Rents from any of the Leases for a period of more than one (1) month in advance, grant (iii) not waive, discount, set-off, compromise, or in any rent-free period manner release or discharge any lessee, of and from any obligations, covenants, conditions and agreements by such lessee under its Lease, (iv) not terminate or consent to any tenant, reduce any Lease term or waive, release or otherwise modify any other material obligation under surrender of any Lease, renew or extend modify or in any Lease except in accordance with a right of way alter the tenant thereto in such Lease, approve or consent to an assignment of a Lease or a subletting of any part of the premises covered by a Lease, or settle or compromise any claim against a tenant under a Lease in bankruptcy or otherwise; (vi) Borrower will notterms thereof, without the prior written consent of Administrative AgentMortgagee, terminate and shall use all reasonable efforts to maintain each of the Leases in full force and effect during the term of this Mortgage, (v) not subordinate any Lease to any mortgage or consent other encumbrance (other than the lien of this Mortgage), and (vi) shall (A) obtain Mortgagee's approval as to the cancellation form and substance of each Lease or surrender amendment thereto, (B) deliver to Mortgagee, true and complete copies of the Leases and any amendments thereto, (C) not enter into any oral leases or any side agreements with respect to a Lease with any Lessee, except upon notice to and approval in writing by Mortgagee, (D) not execute any Lease having an unexpired term except for actual occupancy by the lessee thereunder, and (E) from time to time upon request of one (1) year or more unless promptly after Mortgagee, furnish to Mortgagee a written certification signed by Xxxxxxxxx describing all then existing Leases and the cancellation or surrender a new Lease of such premises is made with a new tenant having a credit standing, in Administrative Agent’s judgment, at least equivalent to that names of the tenant whose Lease was cancelled, on substantially the same terms as the terminated or cancelled Lease;tenants and Rents payable thereunder.