Common use of Interference with Leases Clause in Contracts

Interference with Leases. (a) Mortgagor will neither do, nor neglect to do, anything which may cause or permit the termination of any Lease of all or any part of the Property, or cause or permit the withholding or abatement of any rent payable under any such Lease. (b) Without Mortgagee’s prior written consent, which may be granted or withheld in Mortgagee’s sole discretion, Mortgagor shall not enter into or modify (including without limitation modifications relating to the financial covenants or any financial reporting requirements) any Lease of all or any part of the Property. Any lease, lease modification, lease amendment or lease termination (“Lease Transaction”) for which Mortgagee’s consent is required under the Loan Documents shall be deemed approved by Mortgagee if (i) prior to finalizing negotiations for such Lease Transaction, Mortgagor has submitted to Mortgagee an approval request package (“Approval Package”) with respect to such Lease Transaction containing a letter requesting Mortgagee’s approval (and containing a signature line on which Mortgagee may evidence its approval of such Lease Transaction) and notifying Mortgagee, in bold enlarged type, that Mortgagee’s approval will be deemed given if it fails to respond within ten (10) Business Days after its receipt of such Approval Package, and Mortgagee thereafter fails to respond within ten (10) Business Days after its receipt of such Approval Package; provided, however, that Mortgagor shall supply Mortgagee with any other information reasonably requested by Mortgagee with respect to such proposed Lease Transaction within five (5) Business Days after Mortgagee’s receipt of the Approval Package, in which event Mortgagee’s approval shall be deemed given if Mortgagee has not disapproved or approved the Approval Package within ten (10) Business Days after the last to arrive of the proposed Approval Package and any additional information so requested by Mortgagee. Each Approval Package shall contain a description of all of the principal terms of the proposed Lease Transaction, a description of the tenant and its controlling constituents and (with respect to new leases or modifications/amendments) Mortgagor’s reasonably detailed analysis of the tenant’s creditworthiness (with respect to new leases or modifications/amendments), and a copy of any and all term sheets or letters of intent executed in connection with such Lease Transaction, together with the proposed forms of definitive documentation. Mortgagor shall deliver to Mortgagee copies of all Leases or modifications promptly upon execution and delivery thereof. (c) Except with the prior written consent of Mortgagee, which may be granted or withheld in Mortgagee’s sole discretion, Mortgagor will not (i) collect rent from all or any part of the Property for more than one month in advance, (ii) assign the rents from the Property or any part thereof, or (iii) consent to the cancellation or surrender of all or any part of any Lease, except that Mortgagor may in good faith terminate any Lease for nonpayment of rent or other material breach by the tenant. (d) Without limiting the generality of the foregoing, whether or not Mortgagee’s consent to the cancellation or surrender of any Lease is required hereunder, (i) Mortgagor shall notify Mortgagee in writing of any cancellation penalties or other consideration as and when received by Mortgagor in connection with such cancellation or surrender (the “Termination Fees”), which written notice must be delivered to Mortgagee within five (5) days of the payment by the applicable tenant of any such Termination Fees to Mortgagor, and (ii) at Mortgagee’s sole option, Mortgagee shall be entitled to (A) require that Mortgagor enter into the TI/LC Reserve (as defined in the Vacancy Risk Agreement) with Mortgagee and deposit such Termination Fees into the TI/LC Reserve, and (B) impose such restrictions and conditions on the timing and amount of disbursements of the Termination Fees from such reserve as Mortgagee may require in its reasonable discretion, including, without limitation, the conditions described in Section 6 of the TI/LC Reserve Agreement. (e) Subject to Mortgagee’s approval of each Lease, in any circumstance where, pursuant to the terms of the Lease, Mortgagor’s consent to any action under such Lease shall not be unreasonably withheld or delayed, and such action requires the consent of Mortgagee, Mortgagee’s consent to such action shall likewise not be unreasonably withheld or delayed. In addition, Mortgagee’s consent to such action shall be subject to the deemed approval provisions described in Section 5.3(b) above.

Interference with Leases. (a) Mortgagor Grantor will neither do, nor neglect to do, anything which may cause or permit the termination of any Lease of all or any part of the Property, or cause or permit the withholding or abatement of any rent payable under any such Lease. (b) Without MortgageeBeneficiary’s prior written consent, which may be granted or withheld in MortgageeBeneficiary’s sole discretion, Mortgagor Grantor shall not enter into or modify (including without limitation modifications relating to the financial covenants or any financial reporting requirements) any Lease of all or any part of the Property. Any lease, lease modification, lease amendment or lease termination (“Lease Transaction”) for which MortgageeBeneficiary’s consent is required under the Loan Documents shall be deemed approved by Mortgagee Beneficiary if (i) prior to finalizing negotiations for such Lease Transaction, Mortgagor Grantor has submitted to Mortgagee Beneficiary an approval request package (“Approval Package”) with respect to such Lease Transaction containing a letter requesting MortgageeBeneficiary’s approval (and containing a signature line on which Mortgagee Beneficiary may evidence its approval of such Lease Transaction) and notifying MortgageeBeneficiary, in bold enlarged type, that MortgageeBeneficiary’s approval will be deemed given if it fails to respond within ten (10) Business Days after its receipt of such Approval Package, and Mortgagee Beneficiary thereafter fails to respond within ten (10) Business Days after its receipt of such Approval Package; provided, however, that Mortgagor Grantor shall supply Mortgagee Beneficiary with any other information reasonably requested by Mortgagee Beneficiary with respect to such proposed Lease Transaction within five (5) Business Days after MortgageeBeneficiary’s receipt of the Approval Package, in which event MortgageeBeneficiary’s approval shall be deemed given if Mortgagee Beneficiary has not disapproved or approved the Approval Package within ten (10) Business Days after the last to arrive of the proposed Approval Package and any additional information so requested by MortgageeBeneficiary. Each Approval Package shall contain a description of all of the principal terms of the proposed Lease Transaction, a description of the tenant and its controlling constituents and (with respect to new leases or modifications/amendments) MortgagorGrantor’s reasonably detailed analysis of the tenant’s creditworthiness (with respect to new leases or modifications/amendments), and a copy of any and all term sheets or letters of intent executed in connection with such Lease Transaction, together with the proposed forms of definitive documentation. Mortgagor Grantor shall deliver to Mortgagee Beneficiary copies of all Leases or modifications promptly upon execution and delivery thereof. (c) Except with the prior written consent of MortgageeBeneficiary, which may be granted or withheld in MortgageeBeneficiary’s sole discretion, Mortgagor Grantor will not (i) collect rent from all or any part of the Property for more than one month in advance, (ii) assign the rents from the Property or any part thereof, or (iii) consent to the cancellation or surrender of all or any part of any Lease, except that Mortgagor Grantor may in good faith terminate any Lease for nonpayment of rent or other material breach by the tenant. (d) Without limiting the generality of the foregoing, whether or not MortgageeBeneficiary’s consent to the cancellation or surrender of any Lease is required hereunder, (i) Mortgagor Grantor shall notify Mortgagee Beneficiary in writing of any cancellation penalties or other consideration as and when received by Mortgagor Grantor in connection with such cancellation or surrender (the “Termination Fees”), which written notice must be delivered to Mortgagee Beneficiary within five (5) days of the payment by the applicable tenant of any such Termination Fees to MortgagorGrantor, and (ii) at MortgageeBeneficiary’s sole option, Mortgagee Beneficiary shall be entitled to (A) require that Mortgagor Grantor enter into the TI/LC Reserve (as defined in the Vacancy Risk Agreement) with Mortgagee Beneficiary and deposit such Termination Fees into the TI/LC Reserve, and (B) impose such restrictions and conditions on the timing and amount of disbursements of the Termination Fees from such reserve as Mortgagee Beneficiary may require in its reasonable discretion, including, without limitation, the conditions described in Section 6 of the TI/LC Reserve Agreement. (e) Subject to MortgageeBeneficiary’s approval of each Lease, in any circumstance where, pursuant to the terms of the Lease, MortgagorGrantor’s consent to any action under such Lease shall not be unreasonably withheld or delayed, and such action requires the consent of MortgageeBeneficiary, MortgageeBeneficiary’s consent to such action shall likewise not be unreasonably withheld or delayed. In addition, MortgageeBeneficiary’s consent to such action shall be subject to the deemed approval provisions described in Section 5.3(b) above.

Interference with Leases. (a) Mortgagor Borrower will neither do, nor neglect to do, anything which may cause or permit the termination of any Lease of all or any part of the Property, or cause or permit the withholding or abatement of any rent payable under any such Lease. (b) Without MortgageeAll Leases (i) unless the Leases are for individual apartments, shall be subject to Lender’s approval, or (ii) if the Leases are for individual apartments, shall (A) have original terms of no less than six (6) months, (B) be with bona fide, arm’s length tenants, (C) contain rental and other terms consistent with those prevailing in the applicable market, and (D) be on a form previously delivered to and approved by Lender. Any submission by Borrower for Lender’s approval of a Lease or modification thereof shall be accompanied by a copy of such Lease or modification, a Lease abstract, a then-current rent roll for the Property, year-to-date and prior year operating statements for the Property, and a cover letter requesting Lender’s approval which contains a signature line on which Lender may evidence its approval of such Lease or modification. (c) Notwithstanding the provisions of Section 5.3, Lender’s written consent will not be required prior to entering into any new Safe Harbor Lease (as defined below) provided that no Event of Default has occurred and is continuing, and Borrower delivers a copy of such Safe Harbor Lease to Lender within ten (10) business days after execution thereof together with Borrower’s written certification that such copy is a true, correct and complete copy of the Safe Harbor Lease and that all of the conditions set forth in this sentence and in the definition of “Safe Harbor Lease” have been satisfied. However, Lender’s written consent will be required prior to entering into any Lease that would otherwise qualify as a Safe Harbor Lease, as a condition to executing any non-disturbance or recognition agreement requested by the tenant thereunder, which non-disturbance or recognition agreement shall be in form and substance acceptable to Lender in its sole discretion. (d) For purposes of Section 5.3(c), the term “Safe Harbor Lease” shall be a Lease that meets all of the following conditions: (i) on a standard form of lease previously approved in writing by Lender, with such changes only as are necessitated by the business terms satisfying the requirements of this definition of “Safe Harbor Lease” and other non-material changes as are commercially reasonable; (ii) entered into at arm’s length with a third party tenant unaffiliated with Borrower or Surety, which tenant shall be creditworthy and reputable; (iii) the net rentable area of the leased premises, when combined with any other space in the Property leased to an affiliate of the tenant, shall not exceed 20,000 rentable square feet and shall not contain any tenant expansion options that, if exercised, would cause the leased premises to exceed such rentable square footage limitations; (iv) the term of the Lease shall not be less than five (5) years or greater than twenty (20) years (excluding tenant renewal options that comply with clause (vi) below) or the Lease is a “seasonal” retail lease with a term of less than six (6) months without any options to extend the term of the Lease; provided, however, with respect to any renewal of the Lease with USPS, for said renewal to be considered a Safe Harbor Lease, the term must exceed ten (10) years; (v) the minimum contract rent during the initial term of the Lease (after taking into consideration tenant improvement allowances, rental abatement periods, and other leasing concessions) is equal to or greater than then current fair market rental rate for the leased premises; (vi) the minimum contract rent during any extension or renewal term shall be either (A) fixed at the time the Lease is executed, which rent shall not be reduced from that charged during the initial term, shall be not less than the then current fair market rental rate for the leased premises during such renewal terms, and contain such increases as would be fair and consistent with the market at the time the Lease is executed, or (B) determined at the time of renewal and not be less than ninety percent (90%) of the then-current fair market rental rate for the leased premises; (vii) the leasing commission for such Lease shall not be greater than then-current market conditions; (viii) requires tenant to attorn to Lender or Lender’s successor in interest upon such party’s acquisition of title and at such party’s sole option; (ix) does not contain any requirement for a non-disturbance or recognition agreement, or any other provision which would adversely affect Lender’s rights under the Loan Documents in any material way; (x) does not contain any material restrictions on the landlord’s rights to lease remaining portions of the Property, excluding reasonable and customary tenant exclusions for shopping centers of similar size; (xi) does not contain any provision that would permit the abatement or reduction of rent (including the conversion of fixed rent to percentage rent), in whole or in part, for any reason, other than during restoration for a casualty, for more than twelve (12) consecutive months (i.e., a co-tenancy clause that would trigger percentage rent for the remainder of the lease term) unless, at the end of the twelve (12) months, the tenant must either reinstate full rent or terminate the lease and surrender the premises; (xii) does not contain any option, right of first refusal, right of first offer or other preferential right to purchase the Property or any portion thereof, or termination options (other than in the event of material casualty or condemnation or material landlord default) and does not grant tenant any incentives equivalent to an ownership interest in the Property or grant tenant any interest in the ownership of the Property, or otherwise contain terms that would cause a material impairment of Lender’s security; and (xiii) complies with all applicable state, federal and other law. (e) Except with the prior written consentconsent of Lender, which may be granted or withheld in MortgageeLender’s sole discretion, Mortgagor shall not enter into or modify (including without limitation modifications relating to the financial covenants or any financial reporting requirements) any Lease of all or any part of the Property. Any lease, lease modification, lease amendment or lease termination (“Lease Transaction”) for which Mortgagee’s consent is required under the Loan Documents shall be deemed approved by Mortgagee if (i) prior to finalizing negotiations for such Lease Transaction, Mortgagor has submitted to Mortgagee an approval request package (“Approval Package”) with respect to such Lease Transaction containing a letter requesting Mortgagee’s approval (and containing a signature line on which Mortgagee may evidence its approval of such Lease Transaction) and notifying Mortgagee, in bold enlarged type, that Mortgagee’s approval will be deemed given if it fails to respond within ten (10) Business Days after its receipt of such Approval Package, and Mortgagee thereafter fails to respond within ten (10) Business Days after its receipt of such Approval Package; provided, however, that Mortgagor shall supply Mortgagee with any other information reasonably requested by Mortgagee with respect to such proposed Lease Transaction within five (5) Business Days after Mortgagee’s receipt of the Approval Package, in which event Mortgagee’s approval shall be deemed given if Mortgagee has not disapproved or approved the Approval Package within ten (10) Business Days after the last to arrive of the proposed Approval Package and any additional information so requested by Mortgagee. Each Approval Package shall contain a description of all of the principal terms of the proposed Lease Transaction, a description of the tenant and its controlling constituents and (with respect to new leases or modifications/amendments) Mortgagor’s reasonably detailed analysis of the tenant’s creditworthiness (with respect to new leases or modifications/amendments), and a copy of any and all term sheets or letters of intent executed in connection with such Lease Transaction, together with the proposed forms of definitive documentation. Mortgagor shall deliver to Mortgagee copies of all Leases or modifications promptly upon execution and delivery thereof. (c) Except with the prior written consent of Mortgagee, which may be granted or withheld in Mortgagee’s sole discretion, Mortgagor Borrower will not (i) collect rent from all or any part of the Property for more than one month in advance, (ii) assign the rents from the Property or any part thereof, or (iii) consent to the cancellation or surrender of all or any part of any Lease, except that Mortgagor Borrower may in good faith terminate any Lease for nonpayment of rent or other material breach by the tenant. (df) Without limiting the generality of the foregoing, whether or not MortgageeLender’s consent to the cancellation or surrender of any Lease is required hereunder, (i) Mortgagor Borrower shall notify Mortgagee Lender in writing of any cancellation penalties or other consideration as and when received by Mortgagor payable to Borrower in connection with such cancellation or surrender (the “Termination Fees”), which written notice must be delivered to Mortgagee within five (5) days of Lender prior to the payment by the applicable tenant of any such Termination Fees to MortgagorBorrower, and (ii) at MortgageeLender’s sole option, Mortgagee Lender shall be entitled to (A) require that Mortgagor enter into the TI/LC Reserve (as defined in the Vacancy Risk Agreement) with Mortgagee and Borrower deposit such Termination Fees into the TI/LC Reservea reserve held by Lender or Lender’s loan servicer, and (B) impose such restrictions and conditions on the timing and amount of disbursements of the Termination Fees from such reserve as Mortgagee Lender may require in its reasonable discretion, including, without limitationlimitation (x) requiring that (1) such vacant space be relet to a tenant and under a Lease acceptable to Lender in its reasonable discretion (an “Approved Lease”), (2) the conditions described tenant under the Approved Lease is in Section 6 occupancy of the Property and paying rent, (3) Borrower provide to Lender a tenant estoppel certificate from the tenant under the Approved Lease in a form acceptable to Lender in Lender’s reasonable discretion, and (4) Borrower provide to Lender evidence acceptable to Lender in its reasonable discretion that all improvements to the Property required by the Approved Lease have been completed, and (y) limiting the amount of such disbursement to the lesser of the actual cost of retenanting such space or the amount calculated by dividing the Termination Fees by the total square feet of space vacated, then multiplying that result by the number of square feet of newly leased space under the Approved Lease. Borrower shall pay all actual out-of-pocket fees and expenses incurred by Lender or Lender’s loan servicer in connection with opening, holding, maintaining and administering such reserve, provided that, at Lender’s sole option, Lender and or Lender’s loan servicer may automatically deduct such fees and expenses from funds on deposit in such reserve without notice to or consent from Borrower. Upon the occurrence of an Event of Default, Lender may apply any Termination Fees to the Secured Obligations in such order and in such manner as determined by Lender in its sole discretion. Notwithstanding the foregoing, if the Termination Fees are applicable to a Major Tenant (as defined in the TI/LC Reserve Agreement), Borrower shall deposit such Termination Fees into the Reserve (as defined in the TI/LC Reserve Agreement) in connection with the applicable Major Tenant, and the funds shall be disbursed in accordance with the TI/LC Reserve Agreement. (e) Subject to Mortgagee’s approval of each Lease, in any circumstance where, pursuant to the terms of the Lease, Mortgagor’s consent to any action under such Lease shall not be unreasonably withheld or delayed, and such action requires the consent of Mortgagee, Mortgagee’s consent to such action shall likewise not be unreasonably withheld or delayed. In addition, Mortgagee’s consent to such action shall be subject to the deemed approval provisions described in Section 5.3(b) above.

Interference with Leases. (a) Mortgagor Subject to the provisions of Section 5.3(d) hereof, Grantor will neither do, nor neglect to do, anything which may cause or permit the termination of any Lease of all or any part of the Property, or cause or permit the withholding or abatement of any rent payable under any such Lease. (b) Without MortgageeSubject to the provisions of Section 5.3(d) hereof, without Grantee’s prior written consent, which may be granted or withheld in MortgageeGrantee’s sole discretion, Mortgagor Grantor shall not enter into or modify (including without limitation modifications relating to the financial covenants or any financial reporting requirements) any Lease of all or any part of the Property. Any lease, lease submission by Grantor for Grantee’s approval of a Lease or modification thereof shall be accompanied by a copy of such Lease or modification, lease amendment or lease termination (“a Lease Transaction”) abstract, a then-current rent roll for which Mortgagee’s consent is required under the Loan Documents shall be deemed approved by Mortgagee if (i) Property, year-to-date and prior to finalizing negotiations year operating statements for such Lease Transactionthe Property, Mortgagor has submitted to Mortgagee an approval request package (“Approval Package”) with respect to such Lease Transaction containing and a cover letter requesting MortgageeGrantee’s approval (and containing which contains a signature line on which Mortgagee Grantee may evidence its approval of such Lease Transaction) and notifying Mortgagee, in bold enlarged type, that Mortgagee’s approval will be deemed given if it fails to respond within ten (10) Business Days after its receipt of such Approval Package, and Mortgagee thereafter fails to respond within ten (10) Business Days after its receipt of such Approval Package; provided, however, that Mortgagor shall supply Mortgagee with any other information reasonably requested by Mortgagee with respect to such proposed Lease Transaction within five (5) Business Days after Mortgagee’s receipt of the Approval Package, in which event Mortgagee’s approval shall be deemed given if Mortgagee has not disapproved or approved the Approval Package within ten (10) Business Days after the last to arrive of the proposed Approval Package and any additional information so requested by Mortgagee. Each Approval Package shall contain a description of all of the principal terms of the proposed Lease Transaction, a description of the tenant and its controlling constituents and (with respect to new leases or modifications/amendments) Mortgagor’s reasonably detailed analysis of the tenant’s creditworthiness (with respect to new leases or modifications/amendments), and a copy of any and all term sheets or letters of intent executed in connection with such Lease Transaction, together with the proposed forms of definitive documentation. Mortgagor shall deliver to Mortgagee copies of all Leases or modifications promptly upon execution and delivery thereofmodification. (c) Except with the prior written consent of MortgageeGrantee, which may be granted or withheld in MortgageeGrantee’s sole discretion, Mortgagor Grantor will not (i) collect rent from all or any part of the Property for more than one month in advance, (ii) assign the rents from the Property or any part thereof, or (iii) subject to the provisions of Section 5.3(d) hereof, consent to the cancellation or surrender of all or any part of any Lease, except that Mortgagor Grantor may in good faith terminate any Lease for nonpayment of rent or other material breach by the tenant. (d) Notwithstanding anything stated to the contrary in this Section 5.3, and provided that no Event of Default exists and is continuing, Grantee’s approval shall not be required with respect to any new Lease entered into by the initial Grantor named herein for the Property in the future or with respect to any amendment, modification, extension, expansion or termination of any existing Lease or future Lease; provided, however, that Grantor shall promptly deliver to Grantee a copy of any new Lease entered into by Grantor and any lease amendment, modification, extension, expansion or termination of any existing Lease or future Lease entered into by Grantor. (e) Without limiting the generality of the foregoing, whether or not MortgageeGrantee’s consent to the cancellation or surrender of any Lease is required hereunder, Grantee may (i) Mortgagor shall notify Mortgagee require that Grantor deposit into an escrow account acceptable to Grantee in writing of any its reasonable discretion all cancellation penalties or other consideration as paid to Grantor in an amount equal to or greater than $100,000.00 (and when any such termination fees received by Mortgagor Grantor under said $100,000.00 may be retained by Grantor) in connection with such cancellation or surrender (the “Termination Fees”); provided, which written notice must however, that the amount of any Termination Fees required to be delivered deposited by Grantor under this Section 5.3 shall be limited to Mortgagee within five the lesser of (51) days the actual amount of the payment by Lease termination payment, and (2) the applicable tenant amount needed to cover the retenanting costs of any such Termination Fees to Mortgagorthe vacant space, and (ii) at Mortgagee’s sole option, Mortgagee shall be entitled to (A) require that Mortgagor enter into the TI/LC Reserve (as defined in the Vacancy Risk Agreement) with Mortgagee and deposit such Termination Fees into the TI/LC Reserve, and (B) impose such restrictions and conditions on the timing and amount of disbursements of the Termination Fees from such reserve escrow account as Mortgagee Grantee may require in its reasonable discretion, including, without limitationlimitation (A) requiring that (1) such vacant space be relet to a tenant and under a Lease acceptable to Grantee in its reasonable discretion (an “Approved Lease”), (2) the conditions described tenant under the Approved Lease is in Section 6 occupancy of the TI/LC Reserve Agreement. Property and paying rent, (e3) Subject Grantor provide to MortgageeGrantee a tenant estoppel certificate from the tenant under the Approved Lease in a form acceptable to Grantee in Grantee’s approval reasonable discretion, and (4) Grantor provide to Grantee evidence acceptable to Grantee in its reasonable discretion that all improvements to the Property required by the Approved Lease have been completed, and (B) limiting the amount of each such disbursement to the lesser of the actual cost of retenanting such space or the amount calculated by dividing the Termination Fees by the total square feet of space vacated, then multiplying that result by the number of square feet of newly leased space under the Approved Lease. If at any time the amount of Termination Fees held by Grantee exceeds the estimated amount needed for retenanting costs, such excess amount shall be promptly remitted back to Grantor. Notwithstanding anything stated to the contrary herein, Permitted REIT Distributions (as defined in any circumstance where, the Note) shall have priority over the requirement to deposit Termination Fees pursuant to this Section 5.3(e) and the provisions of subsection 5.3(e)(ii)(A) shall apply only after a transfer of the Property by the initial Grantor named herein pursuant to the terms provisions of Section 5.4(c), below. Grantor hereby grants to Grantee a security interest in the LeaseTermination Fees and agrees that, Mortgagor’s consent to following the occurrence of any action under Event of Default, Grantee may apply the Termination Fees against the Secured Obligations in such Lease shall not be unreasonably withheld or delayed, order and such action requires the consent of Mortgagee, Mortgagee’s consent to such action shall likewise not be unreasonably withheld or delayed. In addition, Mortgagee’s consent to such action shall be subject to the deemed approval provisions described manner as Grantee may elect in Section 5.3(b) aboveits sole discretion.

Interference with Leases. (a) Mortgagor Borrower will neither do nor neglect to do anything which may cause or permit the termination of any Primary Lease, and Borrower will not enter into any modification of any Primary Lease without the prior written consent of Lender, such consent not to be unreasonably withheld, conditioned or delayed if the requested modification is not material. (b) Borrower will neither do, nor neglect to do, anything which may cause or permit the termination of any Secondary Lease of all or any part of the Property, or cause or permit the withholding or abatement of any rent payable under any such Secondary Lease. (bc) Without MortgageeLender’s prior written consent, which may be granted or withheld in MortgageeLender’s sole discretion, Mortgagor Borrower shall not enter into or modify (including without limitation modifications relating to the financial covenants or any financial reporting requirements) any Secondary Lease of all or any part of the Property. Any lease, lease submission by Borrower for Lender’s approval of a Lease or modification thereof shall be accompanied by a copy of such Lease or modification, lease amendment or lease termination (“a Lease Transaction”) abstract, a then-current rent roll for which Mortgagee’s consent is required under the Loan Documents shall be deemed approved by Mortgagee if (i) Property, year-to-date and prior to finalizing negotiations year operating statements for such Lease Transactionthe Property, Mortgagor has submitted to Mortgagee an approval request package (“Approval Package”) with respect to such Lease Transaction containing and a cover letter requesting MortgageeLender’s approval (and containing which contains a signature line on which Mortgagee Lender may evidence its approval of such Lease Transaction) and notifying Mortgagee, in bold enlarged type, that Mortgagee’s approval will be deemed given if it fails to respond within ten (10) Business Days after its receipt of such Approval Package, and Mortgagee thereafter fails to respond within ten (10) Business Days after its receipt of such Approval Package; provided, however, that Mortgagor shall supply Mortgagee with any other information reasonably requested by Mortgagee with respect to such proposed Lease Transaction within five (5) Business Days after Mortgagee’s receipt of the Approval Package, in which event Mortgagee’s approval shall be deemed given if Mortgagee has not disapproved or approved the Approval Package within ten (10) Business Days after the last to arrive of the proposed Approval Package and any additional information so requested by Mortgagee. Each Approval Package shall contain a description of all of the principal terms of the proposed Lease Transaction, a description of the tenant and its controlling constituents and (with respect to new leases or modifications/amendments) Mortgagor’s reasonably detailed analysis of the tenant’s creditworthiness (with respect to new leases or modifications/amendments), and a copy of any and all term sheets or letters of intent executed in connection with such Lease Transaction, together with the proposed forms of definitive documentation. Mortgagor shall deliver to Mortgagee copies of all Leases or modifications promptly upon execution and delivery thereofmodification. (cd) Except with the prior written consent of MortgageeLender, which may be granted or withheld in MortgageeLender’s sole discretion, Mortgagor Borrower will not (i) collect rent from all or any part of the Property for more than one month in advance, (ii) assign the rents from the Property or any part thereof, or (iii) consent to the cancellation or surrender of all or any part of any Secondary Lease, except that Mortgagor Borrower may in good faith terminate any Secondary Lease for nonpayment of rent or other material breach by the tenant. (d) Without limiting the generality of the foregoing, whether or not Mortgagee’s consent to the cancellation or surrender of any Lease is required hereunder, (i) Mortgagor shall notify Mortgagee in writing of any cancellation penalties or other consideration as and when received by Mortgagor in connection with such cancellation or surrender (the “Termination Fees”), which written notice must be delivered to Mortgagee within five (5) days of the payment by the applicable tenant of any such Termination Fees to Mortgagor, and (ii) at Mortgagee’s sole option, Mortgagee shall be entitled to (A) require that Mortgagor enter into the TI/LC Reserve (as defined in the Vacancy Risk Agreement) with Mortgagee and deposit such Termination Fees into the TI/LC Reserve, and (B) impose such restrictions and conditions on the timing and amount of disbursements of the Termination Fees from such reserve as Mortgagee may require in its reasonable discretion, including, without limitation, the conditions described in Section 6 of the TI/LC Reserve Agreement. (e) Subject to Mortgagee’s approval of each Lease, in any circumstance where, pursuant to the terms of the Lease, Mortgagor’s consent to any action under such Lease shall not be unreasonably withheld or delayed, and such action requires the consent of Mortgagee, Mortgagee’s consent to such action shall likewise not be unreasonably withheld or delayed. In addition, Mortgagee’s consent to such action shall be subject to the deemed approval provisions described in Section 5.3(b) above.

Interference with Leases. (a) Subject to the provisions of Section 5.3(d) hereof, Mortgagor will neither do, nor neglect to do, anything which may cause or permit the termination of any Lease of all or any part of the Property, or cause or permit the withholding or abatement of any rent payable under any such Lease. (b) Without Subject to the provisions of Section 5.3(d) hereof, without Mortgagee’s prior written consent, which may be granted or withheld in Mortgagee’s sole discretion, Mortgagor shall not enter into or modify (including without limitation modifications relating to the financial covenants or any financial reporting requirements) any Lease of all or any part of the Property. Any lease, lease submission by Mortgagor for Mortgagee’s approval of a Lease or modification thereof shall be accompanied by a copy of such Lease or modification, lease amendment or lease termination (“a Lease Transaction”) abstract, a then-current rent roll for which Mortgagee’s consent is required under the Loan Documents shall be deemed approved by Mortgagee if (i) Property, year-to-date and prior to finalizing negotiations year operating statements for such Lease Transactionthe Property, Mortgagor has submitted to Mortgagee an approval request package (“Approval Package”) with respect to such Lease Transaction containing and a cover letter requesting Mortgagee’s approval (and containing which contains a signature line on which Mortgagee may evidence its approval of such Lease Transaction) and notifying Mortgagee, in bold enlarged type, that Mortgagee’s approval will be deemed given if it fails to respond within ten (10) Business Days after its receipt of such Approval Package, and Mortgagee thereafter fails to respond within ten (10) Business Days after its receipt of such Approval Package; provided, however, that Mortgagor shall supply Mortgagee with any other information reasonably requested by Mortgagee with respect to such proposed Lease Transaction within five (5) Business Days after Mortgagee’s receipt of the Approval Package, in which event Mortgagee’s approval shall be deemed given if Mortgagee has not disapproved or approved the Approval Package within ten (10) Business Days after the last to arrive of the proposed Approval Package and any additional information so requested by Mortgagee. Each Approval Package shall contain a description of all of the principal terms of the proposed Lease Transaction, a description of the tenant and its controlling constituents and (with respect to new leases or modifications/amendments) Mortgagor’s reasonably detailed analysis of the tenant’s creditworthiness (with respect to new leases or modifications/amendments), and a copy of any and all term sheets or letters of intent executed in connection with such Lease Transaction, together with the proposed forms of definitive documentation. Mortgagor shall deliver to Mortgagee copies of all Leases or modifications promptly upon execution and delivery thereofmodification. (c) Except with the prior written consent of Mortgagee, which may be granted or withheld in Mortgagee’s sole discretion, Mortgagor will not (i) collect rent from all or any part of the Property for more than one month in advance, (ii) assign the rents from the Property or any part thereof, or (iii) subject to the provisions of Section 5.3(d) hereof, consent to the cancellation or surrender of all or any part of any Lease, except that Mortgagor may in good faith terminate any Lease for nonpayment of rent or other material breach by the tenant. (d) Notwithstanding anything stated to the contrary in this Section 5.3, and provided that no Event of Default exists and is continuing, Mortgagee’s approval shall not be required with respect to any new Lease entered into by the initial Mortgagor named herein for the Property in the future or with respect to any amendment, modification, extension, expansion or termination of any existing Lease or future Lease; provided, however, that Mortgagor shall promptly deliver to Mortgagee a copy of any new Lease entered into by Mortgagor and any lease amendment, modification, extension, expansion or termination of any existing Lease or future Lease entered into by Mortgagor. (e) Without limiting the generality of the foregoing, whether or not Mortgagee’s consent to the cancellation or surrender of any Lease is required hereunder, Mortgagee may (i) require that Mortgagor shall notify deposit into an escrow account acceptable to Mortgagee in writing of any its reasonable discretion all cancellation penalties or other consideration as paid to Mortgagor in an amount equal to or greater than $100,000.00 (and when any such termination fees received by Mortgagor under said $100,000.00 may be retained by Mortgagor) in connection with such cancellation or surrender (the “Termination Fees”); provided, which written notice must however, that the amount of any Termination Fees required to be delivered deposited by Mortgagor under this Section 5.3 shall be limited to Mortgagee within five the lesser of (51) days the actual amount of the payment by the applicable tenant of any such Termination Fees to MortgagorLease termination payment, and (ii) at Mortgagee’s sole option, Mortgagee shall be entitled to (A) require that Mortgagor enter into the TI/LC Reserve (as defined in the Vacancy Risk Agreement) with Mortgagee and deposit such Termination Fees into the TI/LC Reserve, and (B) impose such restrictions and conditions on the timing and amount of disbursements of the Termination Fees from such reserve as Mortgagee may require in its reasonable discretion, including, without limitation, the conditions described in Section 6 of the TI/LC Reserve Agreement. (e) Subject to Mortgagee’s approval of each Lease, in any circumstance where, pursuant to the terms of the Lease, Mortgagor’s consent to any action under such Lease shall not be unreasonably withheld or delayed, and such action requires the consent of Mortgagee, Mortgagee’s consent to such action shall likewise not be unreasonably withheld or delayed. In addition, Mortgagee’s consent to such action shall be subject to the deemed approval provisions described in Section 5.3(b) above.and

Interference with Leases. (a) Mortgagor Subject to the provisions of Section 5.3(d) hereof, Trustor will neither do, nor neglect to do, anything which may cause or permit the termination of any Lease of all or any part of the Property, or cause or permit the withholding or abatement of any rent payable under any such Lease. (b) Without MortgageeSubject to the provisions of Section 5.3(d) hereof, without Beneficiary’s prior written consent, which may be granted or withheld in MortgageeBeneficiary’s sole discretion, Mortgagor Trustor shall not enter into or modify (including without limitation modifications relating to the financial covenants or any financial reporting requirements) any Lease of all or any part of the Property. Any lease, lease submission by Trustor for Beneficiary’s approval of a Lease or modification thereof shall be accompanied by a copy of such Lease or modification, lease amendment or lease termination (“a Lease Transaction”) abstract, a then-current rent roll for which Mortgagee’s consent is required under the Loan Documents shall be deemed approved by Mortgagee if (i) Property, year-to-date and prior to finalizing negotiations year operating statements for such Lease Transactionthe Property, Mortgagor has submitted to Mortgagee an approval request package (“Approval Package”) with respect to such Lease Transaction containing and a cover letter requesting MortgageeBeneficiary’s approval (and containing which contains a signature line on which Mortgagee Beneficiary may evidence its approval of such Lease Transaction) and notifying Mortgagee, in bold enlarged type, that Mortgagee’s approval will be deemed given if it fails to respond within ten (10) Business Days after its receipt of such Approval Package, and Mortgagee thereafter fails to respond within ten (10) Business Days after its receipt of such Approval Package; provided, however, that Mortgagor shall supply Mortgagee with any other information reasonably requested by Mortgagee with respect to such proposed Lease Transaction within five (5) Business Days after Mortgagee’s receipt of the Approval Package, in which event Mortgagee’s approval shall be deemed given if Mortgagee has not disapproved or approved the Approval Package within ten (10) Business Days after the last to arrive of the proposed Approval Package and any additional information so requested by Mortgagee. Each Approval Package shall contain a description of all of the principal terms of the proposed Lease Transaction, a description of the tenant and its controlling constituents and (with respect to new leases or modifications/amendments) Mortgagor’s reasonably detailed analysis of the tenant’s creditworthiness (with respect to new leases or modifications/amendments), and a copy of any and all term sheets or letters of intent executed in connection with such Lease Transaction, together with the proposed forms of definitive documentation. Mortgagor shall deliver to Mortgagee copies of all Leases or modifications promptly upon execution and delivery thereofmodification. (c) Except with the prior written consent of MortgageeBeneficiary, which may be granted or withheld in MortgageeBeneficiary’s sole discretion, Mortgagor Trustor will not (i) collect rent from all or any part of the Property for more than one month in advance, (ii) assign the rents from the Property or any part thereof, or (iii) subject to the provisions of Section 5.3(d) hereof, consent to the cancellation or surrender of all or any part of any Lease, except that Mortgagor Trustor may in good faith terminate any Lease for nonpayment of rent or other material breach by the tenant. (d) Notwithstanding anything stated to the contrary in this Section 5.3, and provided that no Event of Default exists and is continuing, Beneficiary’s approval shall not be required with respect to any new Lease entered into by the initial Trustor named herein for the Property in the future or with respect to any amendment, modification, extension, expansion or termination of any existing Lease or future Lease; provided, however, that Trustor shall promptly deliver to Beneficiary a copy of any new Lease entered into by Trustor and any lease amendment, modification, extension, expansion or termination of any existing Lease or future Lease entered into by Trustor. (e) Without limiting the generality of the foregoing, whether or not MortgageeBeneficiary’s consent to the cancellation or surrender of any Lease is required hereunder, Beneficiary may (i) Mortgagor shall notify Mortgagee require that Trustor deposit into an escrow account acceptable to Beneficiary in writing of any its reasonable discretion all cancellation penalties or other consideration as paid to Trustor in an amount equal to or greater than $100,000.00 (and when any such termination fees received by Mortgagor Trustor under said $100,000.00 may be retained by Trustor) in connection with such cancellation or surrender (the “Termination Fees”); provided, which written notice must however, that the amount of any Termination Fees required to be delivered deposited by Trustor under this Section 5.3 shall be limited to Mortgagee within five the lesser of (51) days the actual amount of the payment by Lease termination payment, and (2) the applicable tenant amount needed to cover the retenanting costs of any such Termination Fees to Mortgagorthe vacant space, and (ii) at Mortgagee’s sole option, Mortgagee shall be entitled to (A) require that Mortgagor enter into the TI/LC Reserve (as defined in the Vacancy Risk Agreement) with Mortgagee and deposit such Termination Fees into the TI/LC Reserve, and (B) impose such restrictions and conditions on the timing and amount of disbursements of the Termination Fees from such reserve escrow account as Mortgagee Beneficiary may require in its reasonable discretion, including, without limitationlimitation (A) requiring that (1) such vacant space be relet to a tenant and under a Lease acceptable to Beneficiary in its reasonable discretion (an “Approved Lease”), (2) the conditions described tenant under the Approved Lease is in Section 6 occupancy of the TI/LC Reserve Agreement. Property and paying rent, (e3) Subject Trustor provide to MortgageeBeneficiary a tenant estoppel certificate from the tenant under the Approved Lease in a form acceptable to Beneficiary in Beneficiary’s approval reasonable discretion, and (4) Trustor provide to Beneficiary evidence acceptable to Beneficiary in its reasonable discretion that all improvements to the Property required by the Approved Lease have been completed, and (B) limiting the amount of each such disbursement to the lesser of the actual cost of retenanting such space or the amount calculated by dividing the Termination Fees by the total square feet of space vacated, then multiplying that result by the number of square feet of newly leased space under the Approved Lease. If at any time the amount of Termination Fees held by Beneficiary exceeds the estimated amount needed for retenanting costs, such excess amount shall be promptly remitted back to Trustor. Notwithstanding anything stated to the contrary herein, Permitted REIT Distributions (as defined in any circumstance where, the Note) shall have priority over the requirement to deposit Termination Fees pursuant to this Section 5.3(e) and the provisions of subsection 5.3(e)(ii)(A) shall apply only after a transfer of the Property by the initial Trustor named herein pursuant to the terms provisions of Section 5.4(c), below. Trustor hereby grants to Beneficiary a security interest in the LeaseTermination Fees and agrees that, Mortgagor’s consent to following the occurrence of any action under Event of Default, Beneficiary may apply the Termination Fees against the Secured Obligations in such Lease shall not be unreasonably withheld or delayed, order and such action requires the consent of Mortgagee, Mortgagee’s consent to such action shall likewise not be unreasonably withheld or delayed. In addition, Mortgagee’s consent to such action shall be subject to the deemed approval provisions described manner as Beneficiary may elect in Section 5.3(b) aboveits sole discretion.

Interference with Leases. (a) Mortgagor will neither do, nor neglect to do, anything which may cause or permit the termination of any Lease of all or any part of the Property, or cause or permit the withholding or abatement of any rent payable under any such Lease. (b) Without Mortgagee’s prior written consent, which may be granted or withheld in Mortgagee’s sole reasonable discretion, Mortgagor shall not enter into or modify (including without limitation modifications relating to the financial covenants or any financial reporting requirements) any Lease of all or any part of the Property. Any lease, lease submission by Mortgagor for Mortgagee’s approval of a Lease or modification thereof shall be accompanied by a copy of such Lease or modification, lease amendment or lease termination (“a Lease Transaction”) abstract, a then-current rent roll for which Mortgagee’s consent is required under the Loan Documents shall be deemed approved by Mortgagee if (i) Property, year-to-date and prior to finalizing negotiations year operating statements for such Lease Transactionthe Property, Mortgagor has submitted to Mortgagee an approval request package (“Approval Package”) with respect to such Lease Transaction containing and a cover letter requesting Mortgagee’s approval (and containing which contains a signature line on which Mortgagee may evidence its approval of such Lease Transaction) and notifying Mortgagee, in bold enlarged type, that Mortgagee’s approval will be deemed given if it fails to respond within ten (10) Business Days after its receipt of such Approval Package, and Mortgagee thereafter fails to respond within ten (10) Business Days after its receipt of such Approval Package; provided, however, that Mortgagor shall supply Mortgagee with any other information reasonably requested by Mortgagee with respect to such proposed Lease Transaction within five (5) Business Days after Mortgagee’s receipt of the Approval Package, in which event Mortgagee’s approval shall be deemed given if Mortgagee has not disapproved or approved the Approval Package within ten (10) Business Days after the last to arrive of the proposed Approval Package and any additional information so requested by Mortgagee. Each Approval Package shall contain a description of all of the principal terms of the proposed Lease Transaction, a description of the tenant and its controlling constituents and (with respect to new leases or modifications/amendments) Mortgagor’s reasonably detailed analysis of the tenant’s creditworthiness (with respect to new leases or modifications/amendments), and a copy of any and all term sheets or letters of intent executed in connection with such Lease Transaction, together with the proposed forms of definitive documentation. Mortgagor shall deliver to Mortgagee copies of all Leases or modifications promptly upon execution and delivery thereofmodification. (c) Except with the prior written consent of Mortgagee, which may be granted or withheld in Mortgagee’s sole discretion, Mortgagor will not (i) collect rent from all or any part of the Property for more than one month in advance, (ii) assign the rents from the Property or any part thereof, or (iii) consent to the cancellation or surrender of all or any part of any Lease, except that Mortgagor may in good faith terminate any Lease for nonpayment of rent or other material breach by the tenant. (d) Without limiting Notwithstanding the generality provisions of Section 5.3(b) to the foregoingcontrary, whether or not Mortgagor shall have the right to enter into “Safe-Harbor Leases” (as hereinafter defined) without Mortgagee’s consent to prior written consent. A “Safe Harbor Lease” shall mean any proposed market Lease that meets the cancellation or surrender of any Lease is required hereunder, following criteria: (i) Mortgagor shall notify Mortgagee in writing of any cancellation penalties or other consideration as and when received by Mortgagor in connection with the rent payable under such cancellation or surrender (the “Termination Fees”)proposed Lease is a rent that is no less than $6.00 per square foot on a triple-net basis, which written notice must be delivered to Mortgagee within five (5) days of the payment by the applicable tenant of any such Termination Fees to Mortgagor, and (ii) at Mortgagee’s sole optionthe rentable area to be demised pursuant to such proposed Lease which, Mortgagee when combined with any other space in the Property leased to affiliated entities of the tenant under such proposed Safe Harbor Lease, is less than 25,000 square feet, (iii) such Lease shall be entitled for a term of no less than three (3) years and no greater than ten (10) years, including any tenant extension option(s); provided, however, that the term, including any extension options, may extend to fifteen (15) years if lease years 11-15 have a rental rate not less than the greater of (A) require that Mortgagor enter into the TI/LC Reserve (as defined in the Vacancy Risk Agreement) with Mortgagee and deposit such Termination Fees into the TI/LC Reserve, rental rate for year 10 and (B) impose market rental rate, (iv) the tenant improvement allocation or allowance shall not exceed $10.00 per rentable square foot, unless Guarantor guarantees the payment of such restrictions allocation or allowance in excess of $10.00 per rentable square foot, and conditions on (v) such lease shall satisfy the timing and amount of disbursements of the Termination Fees from such reserve as Mortgagee may require in its reasonable discretion, including, without limitation, the conditions described additional leasing guidelines set forth in Section 6 of the TI/LC Reserve Agreement. (e5.3(e) Subject to Mortgagee’s approval of each Lease, in any circumstance where, pursuant to the terms of the Lease, Mortgagor’s consent to any action under such Lease shall not be unreasonably withheld or delayed, and such action requires the consent of Mortgagee, Mortgagee’s consent to such action shall likewise not be unreasonably withheld or delayed. In addition, Mortgagee’s consent to such action shall be subject to the deemed approval provisions described in Section 5.3(b) above.below:

Interference with Leases. (a) Mortgagor Subject to the provisions of Section 5.3(d) hereof, Grantor will neither do, nor neglect to do, anything which may cause or permit the termination of any Lease of all or any part of the Property, or cause or permit the withholding or abatement of any rent payable under any such Lease. (b) Without MortgageeSubject to the provisions of Section 5.3(d) hereof, without Grantee’s prior written consent, which may be granted or withheld in MortgageeGrantee’s sole discretion, Mortgagor Grantor shall not enter into or modify (including without limitation modifications relating to the financial covenants or any financial reporting requirements) any Lease of all or any part of the Property. Any lease, lease submission by Grantor for Grantee’s approval of a Lease or modification thereof shall be accompanied by a copy of such Lease or modification, lease amendment or lease termination (“a Lease Transaction”) abstract, a then-current rent roll for which Mortgagee’s consent is required under the Loan Documents shall be deemed approved by Mortgagee if (i) Property, year-to-date and prior to finalizing negotiations year operating statements for such Lease Transactionthe Property, Mortgagor has submitted to Mortgagee an approval request package (“Approval Package”) with respect to such Lease Transaction containing and a cover letter requesting MortgageeGrantee’s approval (and containing which contains a signature line on which Mortgagee Grantee may evidence its approval of such Lease Transaction) and notifying Mortgagee, in bold enlarged type, that Mortgagee’s approval will be deemed given if it fails to respond within ten (10) Business Days after its receipt of such Approval Package, and Mortgagee thereafter fails to respond within ten (10) Business Days after its receipt of such Approval Package; provided, however, that Mortgagor shall supply Mortgagee with any other information reasonably requested by Mortgagee with respect to such proposed Lease Transaction within five (5) Business Days after Mortgagee’s receipt of the Approval Package, in which event Mortgagee’s approval shall be deemed given if Mortgagee has not disapproved or approved the Approval Package within ten (10) Business Days after the last to arrive of the proposed Approval Package and any additional information so requested by Mortgagee. Each Approval Package shall contain a description of all of the principal terms of the proposed Lease Transaction, a description of the tenant and its controlling constituents and (with respect to new leases or modifications/amendments) Mortgagor’s reasonably detailed analysis of the tenant’s creditworthiness (with respect to new leases or modifications/amendments), and a copy of any and all term sheets or letters of intent executed in connection with such Lease Transaction, together with the proposed forms of definitive documentation. Mortgagor shall deliver to Mortgagee copies of all Leases or modifications promptly upon execution and delivery thereofmodification. (c) Except with the prior written consent of MortgageeGrantee, which may be granted or withheld in MortgageeGrantee’s sole discretion, Mortgagor Grantor will not (i) collect rent from all or any part of the Property for more than one month in advance, (ii) assign the rents from the Property or any part thereof, or (iii) subject to the provisions of Section 5.3(d) hereof, consent to the cancellation or surrender of all or any part of any Lease, except that Mortgagor Grantor may in good faith terminate any Lease for nonpayment of rent or other material breach by the tenant. (d) Notwithstanding anything stated to the contrary in this Section 5.3, and provided that no Event of Default exists and is continuing, Grantee’s approval shall not be required with respect to any new Lease entered into by the initial Grantor named herein for the Property in the future or with respect to any amendment, modification, extension, expansion or termination of any existing Lease or future Lease; provided, however, that Grantor shall promptly deliver to Grantee a copy of any new Lease entered into by Grantor and any lease amendment, modification, extension, expansion or termination of any existing Lease or future Lease entered into by Grantor. (e) Without limiting the generality of the foregoing, whether or not MortgageeGrantee’s consent to the cancellation or surrender of any Lease is required hereunder, Grantee may (i) Mortgagor shall notify Mortgagee require that Grantor deposit into an escrow account acceptable to Grantee in writing of any its reasonable discretion all cancellation penalties or other consideration as paid to Grantor in an amount equal to or greater than $100,000.00 (and when any such termination fees received by Mortgagor Grantor under said $100,000.00 may be retained by Grantor) in connection with such cancellation or surrender (the “Termination Fees”); provided, which written notice must however, that the amount of any Termination Fees required to be delivered deposited by Grantor under this Section 5.3 shall be limited to Mortgagee within five the lesser of (51) days the actual amount of the payment by Lease termination payment, and (2) the applicable tenant amount needed to cover the retenanting costs of any such Termination Fees to Mortgagorthe vacant space, and (ii) at Mortgagee’s sole option, Mortgagee shall be entitled to (A) require that Mortgagor enter into the TI/LC Reserve (as defined in the Vacancy Risk Agreement) with Mortgagee and deposit such Termination Fees into the TI/LC Reserve, and (B) impose such restrictions and conditions on the timing and amount of disbursements of the Termination Fees from such reserve escrow account as Mortgagee Grantee may require in its reasonable discretion, including, without limitationlimitation (A) requiring that (1) such vacant space be relet to a tenant and under a Lease acceptable to Grantee in its reasonable discretion (an “Approved Lease”), (2) the conditions described tenant under the Approved Lease is in Section 6 occupancy of the TI/LC Reserve Agreement. Property and paying rent, (e3) Subject Grantor provide to MortgageeGrantee a tenant estoppel certificate from the tenant under the Approved Lease in a form acceptable to Grantee in Grantee’s approval reasonable discretion, and (4) Grantor provide to Grantee evidence acceptable to Grantee in its reasonable discretion that all improvements to the Property required by the Approved Lease have been completed, and (B) limiting the amount of each such disbursement to the lesser of the actual cost of retenanting such space or the amount calculated by dividing the Termination Fees by the total square feet of space vacated, then multiplying that result by the number of square feet of newly leased space under the applicable Lease or Approved Lease, as the case may be. If at any time the amount of Termination Fees held by Grantee exceeds the estimated amount needed for retenanting costs, such excess amount shall be promptly remitted back to Grantor. Notwithstanding anything stated to the contrary herein, Permitted REIT Distributions (as defined in any circumstance where, the Note) shall have priority over the requirement to deposit Termination Fees pursuant to this Section 5.3(e) and the provisions of subsection 5.3(e)(ii)(A) shall apply only after a transfer of the Property by the initial Grantor named herein pursuant to the terms provisions of Section 5.4(c), below. Grantor hereby grants to Grantee a security interest in the LeaseTermination Fees and agrees that, Mortgagor’s consent to following the occurrence of any action under Event of Default, Grantee may apply the Termination Fees against the Secured Obligations in such Lease shall not be unreasonably withheld or delayed, order and such action requires the consent of Mortgagee, Mortgagee’s consent to such action shall likewise not be unreasonably withheld or delayed. In addition, Mortgagee’s consent to such action shall be subject to the deemed approval provisions described manner as Grantee may elect in Section 5.3(b) aboveits sole discretion.

Interference with Leases. (a) Mortgagor will neither dodo anything, nor neglect to dodo any act required under any Lease, anything which may cause or permit the termination of any Lease of all or any part of the Property, or cause or permit the withholding or abatement of any rent payable under any such Lease. (b) Without Except as provided in subsection (c) below, without Mortgagee’s 's prior written consent, which may be granted or withheld in Mortgagee’s 's sole discretion, Mortgagor shall not enter into or modify (including without limitation modifications relating to the financial covenants or any financial reporting requirements) any Lease of all or any part of the Property. Any lease, lease submission by Mortgagor for Mortgagee's approval of a Lease or modification thereof shall be accompanied by a copy of such Lease or modification, lease amendment or lease termination (“a Lease Transaction”) abstract, a then-current rent roll for which Mortgagee’s consent is required under the Loan Documents shall be deemed approved by Mortgagee if (i) Property, year-to-date and prior to finalizing negotiations year operating statements for such Lease Transactionthe Property, Mortgagor has submitted to Mortgagee an approval request package (“Approval Package”) with respect to such Lease Transaction containing and a cover letter requesting Mortgagee’s 's approval (and containing which contains a signature line on which Mortgagee may evidence its approval of such Lease Transactionor modification. (c) and notifying Notwithstanding the provisions of subsection (b), above, Mortgagor shall be permitted to enter into ground floor retail Leases, without Mortgagee's prior written consent, in bold enlarged type, that provided such Leases are on market terms. Mortgagor shall provide to Mortgagee a copy of any retail Lease entered into without Mortgagee’s approval will be deemed given if it fails to respond 's consent within ten (10) Business Days after days following its receipt of such Approval Package, and Mortgagee thereafter fails to respond within ten (10) Business Days after its receipt of such Approval Package; provided, however, that Mortgagor shall supply Mortgagee with any other information reasonably requested by Mortgagee with respect to such proposed Lease Transaction within five (5) Business Days after Mortgagee’s receipt of the Approval Package, in which event Mortgagee’s approval shall be deemed given if Mortgagee has not disapproved or approved the Approval Package within ten (10) Business Days after the last to arrive of the proposed Approval Package and any additional information so requested by Mortgagee. Each Approval Package shall contain a description of all of the principal terms of the proposed Lease Transaction, a description of the tenant and its controlling constituents and (with respect to new leases or modifications/amendments) Mortgagor’s reasonably detailed analysis of the tenant’s creditworthiness (with respect to new leases or modifications/amendments), and a copy of any and all term sheets or letters of intent executed in connection with such Lease Transaction, together with the proposed forms of definitive documentation. Mortgagor shall deliver to Mortgagee copies of all Leases or modifications promptly upon execution and delivery thereofexecution. (cd) Except with the prior written consent of Mortgagee, which may be granted or withheld in Mortgagee’s 's sole discretion, Mortgagor will not (i) collect rent from all or any part of the Property for more than one month in advance, (ii) assign the rents from the Property or any part thereof, or (iii) consent to the cancellation or surrender of all or any part of any Lease, except that Mortgagor may in good faith terminate any Lease for nonpayment of rent or other material breach by the tenant. (d) Without limiting the generality of the foregoing, whether or not Mortgagee’s consent to the cancellation or surrender of any Lease is required hereunder, (i) Mortgagor shall notify Mortgagee in writing of any cancellation penalties or other consideration as and when received by Mortgagor in connection with such cancellation or surrender (the “Termination Fees”), which written notice must be delivered to Mortgagee within five (5) days of the payment by the applicable tenant of any such Termination Fees to Mortgagor, and (ii) at Mortgagee’s sole option, Mortgagee shall be entitled to (A) require that Mortgagor enter into the TI/LC Reserve (as defined in the Vacancy Risk Agreement) with Mortgagee and deposit such Termination Fees into the TI/LC Reserve, and (B) impose such restrictions and conditions on the timing and amount of disbursements of the Termination Fees from such reserve as Mortgagee may require in its reasonable discretion, including, without limitation, the conditions described in Section 6 of the TI/LC Reserve Agreement. (e) Subject to Mortgagee’s approval of each Lease, in any circumstance where, pursuant to the terms of the Lease, Mortgagor’s consent to any action under such Lease shall not be unreasonably withheld or delayed, and such action requires the consent of Mortgagee, Mortgagee’s consent to such action shall likewise not be unreasonably withheld or delayed. In addition, Mortgagee’s consent to such action shall be subject to the deemed approval provisions described in Section 5.3(b) above.