Common use of Lease Covenants and Limitations Clause in Contracts

Lease Covenants and Limitations. (a) Except as otherwise set forth in this clause (a), Borrower shall not cause or permit Mortgage Borrower to enter into any Lease or other occupancy agreement without the prior written consent of Administrative Agent, which consent may be granted or withheld in Administrative Agent’s sole and absolute discretion; provided, that if Mortgage Lender shall have consented to such Lease, Administrative Agent’s consent to such Lease shall not be unreasonably withheld, delayed or conditioned. If Administrative Agent shall approve a Lease, Borrower shall provide Administrative Agent with a complete copy of said Lease within ten (10) Business Days following its execution. Notwithstanding the foregoing in this clause (a), provided that no Event of Default shall have occurred and be continuing, Administrative Agent’s consent shall not be required prior to entering into any Lease for all or any portion of the Retail Unit, provided that: (i) the applicable Lease complies in all respects with the Minimum Leasing Guidelines; (ii) the applicable Lease is otherwise on commercially reasonable, terms; (iii) a copy of such Lease is delivered to Administrative Agent promptly after execution thereof together with Borrower’s certification that such Lease satisfies the foregoing conditions of this Section 7.1(a); (iv) such Lease does not contain any options to purchase or other rights with respect to the ownership of all or any portion of the Mortgaged Property (excluding extension and expansion rights), does not contain any restriction on landlord’s rights to lease remaining portions of the Mortgaged Property other than on customary and market terms (as determined by Mortgage Borrower in its reasonable discretion), and does not contain any options for the tenant thereunder to terminate such Lease, other than on market terms or in the event of a material casualty or condemnation; and (v) such Lease is entered into on an arm’s-length basis with a counterparty that is not an Affiliate of Borrower, Mortgage Borrower or Indemnitor. (b) With respect to each Lease so approved in writing by Administrative Agent or which does not require Administrative Agent’s consent pursuant to Section 7.1(a) above, Borrower shall cause Mortgage Borrower to perform all obligations as lessor or lessee, as applicable, and, to the extent it is commercially reasonable to do so, shall enforce all of the terms, covenants and conditions contained therein on the part of the lessor or lessee thereunder to be performed or observed, short of termination thereof. Borrower shall not cause or permit Mortgage Borrower to take any action which would cause any Lease to cease to be in full force and effect, except with the prior written consent of Administrative Agent, which consent shall not be unreasonably withheld, delayed or conditioned, until repayment of the entire Indebtedness. Without Administrative Agent’s consent (not to be unreasonably withheld, conditioned or delayed), Borrower shall not cause or permit Mortgage Borrower to: (i) cancel, terminate or surrender any Lease, or consent to any cancellation, termination or surrender thereof; (ii) sublease or assign any Lease, or consent to the sublease or assignment thereof; (iii) subordinate any Lease to any mortgage, deed of trust or other security interest that is subordinate to the Mortgage; (iv) amend, modify or renew any existing Lease; (v) waive any material default under or breach of any Lease; (vi) consent to or accept any prepayment or discount of rent or advance rent under any Lease; (vii) take any other action in connection with any Lease which may impair or jeopardize the validity of such Lease or Administrative Agent’s or Lender’s interest therein; or (viii) alter, modify or change the terms of any guaranty, letter of credit or other credit support with respect to any Lease or cancel or terminate such guaranty, letter of credit or other credit support.

Lease Covenants and Limitations. (1) Each Borrower (a) Except as otherwise set forth in this clause shall perform, or cause to be performed, the obligations which such Borrower is required to perform under the Leases; (a), b) shall use commercially reasonable efforts to enforce the obligations to be performed by the tenants under the Leases; (c) shall promptly furnish to the Administrative Agent any notice of default or termination received by any Borrower from any tenant under a Material Lease or sent by any Borrower to any tenant under a Material Lease; (d) shall not cause or permit Mortgage Borrower collect any Rents under any Material Lease for more than thirty (30) days in advance of the time when the same shall become due, except for bona fide security deposits not in excess of an amount equal to two months rent; (e) during a Cash Trap Period shall not enter into any new Material Lease or other occupancy agreement Capital Lease, or modify, amend or terminate any existing Material Lease or Capital Lease, without the prior written consent of Administrative Agent, which consent may be granted or withheld in Administrative Agent’s sole and absolute discretion; provided, that if Mortgage Lender shall have consented to such Lease, Administrative Agent’s consent to such Lease shall not be unreasonably withheld, delayed or conditioned. If Administrative Agent shall approve a Lease, Borrower shall provide Administrative Agent with a complete copy of said Lease within ten (10) Business Days following its execution. Notwithstanding the foregoing in this clause (a), provided that no Event of Default shall have occurred and be continuing, Administrative Agent’s consent shall not be required prior to entering into any Lease for all or any portion of the Retail Unit, provided that: (i) the applicable Lease complies in all respects with the Minimum Leasing Guidelines; (ii) the applicable Lease is otherwise on commercially reasonable, terms; (iii) a copy of such Lease is delivered to Administrative Agent promptly after execution thereof together with Borrower’s certification that such Lease satisfies the foregoing conditions of this Section 7.1(a); (iv) such Lease does not contain any options to purchase or other rights with respect to the ownership of all or any portion of the Mortgaged Property (excluding extension and expansion rights), does not contain any restriction on landlord’s rights to lease remaining portions of the Mortgaged Property other than on customary and market terms (as determined by Mortgage Borrower in its reasonable discretion), and does not contain any options for the tenant thereunder to terminate such Lease, other than on market terms or in the event of a material casualty or condemnation; and (v) such Lease is entered into on an arm’s-length basis with a counterparty that is not an Affiliate of Borrower, Mortgage Borrower or Indemnitor. (b) With respect to each Lease so approved in writing by Administrative Agent or which does not require Administrative Agent’s consent pursuant to Section 7.1(a) above, Borrower shall cause Mortgage Borrower to perform all obligations as lessor or lessee, as applicable, and, to the extent it is commercially reasonable to do so, shall enforce all of the terms, covenants and conditions contained therein on the part of the lessor or lessee thereunder to be performed or observed, short of termination thereof. Borrower shall not cause or permit Mortgage Borrower to take any action which would cause any Lease to cease to be in full force and effect, except with the prior written consent of Administrative Agentconsent, which consent shall not be unreasonably withheld; (f) at all times when a Cash Trap Period does not exist, delayed shall provide the Administrative Agent with at least ten (10) days prior written notice of any new Material Lease or conditionedMaterial Capital Lease, until repayment or any material modification or amendment of a Material Lease or Material Capital Lease or any termination of any existing Material Lease or Material Capital Lease; (g) shall not further assign or encumber any Lease; and (h) promptly upon the request of the entire Indebtedness. Without Administrative Agent, shall obtain and furnish to the Administrative Agent written estoppels in form and substance reasonably satisfactory to the Administrative Agent, executed by tenants under Material Leases at the Properties or lessors under Capital Leases, as applicable, and confirming the term, rent, and other provisions and matters relating to the Leases. (2) Borrower acknowledges and agrees that the Administrative Agent shall not be obligated to provide a non-disturbance agreement to any tenant under any Lease entered into after the date hereof which has not been reviewed and approved by the Administrative Agent in writing. (3) Each Borrower shall indemnify, defend and hold the Administrative Agent and each Lender harmless from and against any and all Losses incurred or suffered by any of them in connection with (A) any assignment fees which are due and payable, or claimed by the ground lessor to be due and payable, under Section 14.1 of any of the Tarsadia Ground Leases as a result of or in any way arising from or related to (i) the grant of lien of the Mortgage and the assignment of Sunstone OP’s rights therein to the Administrative Agent, (ii) the foreclosure by the Administrative Agent, or the Administrative Agent’s consent (not to be unreasonably withheldacceptance of a deed in lieu of foreclosure, conditioned or delayed), Borrower shall not cause or permit Mortgage Borrower to: (i) cancel, terminate or surrender any Leaseof Sunstone OP’s rights in the Tarsadia Ground Leases, or consent to any cancellation, termination or surrender thereof; (ii) sublease or assign any Lease, or consent to similar exercise of remedies by the sublease or assignment thereof; (iii) subordinate any Lease to any mortgage, deed of trust or other security interest that is subordinate to the Mortgage; (iv) amend, modify or renew any existing Lease; (v) waive any material default under or breach of any Lease; (vi) consent to or accept any prepayment or discount of rent or advance rent under any Lease; (vii) take any other action in connection with any Lease which may impair or jeopardize the validity of such Lease or Administrative Agent’s or Lender’s interest therein; or (viii) alter, modify or change the terms of any guaranty, letter of credit or other credit support Agent with respect to any Lease of the Tarsadia Ground Leases or cancel the Tarsadia Properties, or terminate such guaranty(iii) the sale, letter of credit conveyance, transfer or other credit supportgrant by the Administrative Agent of its rights in any of the Tarsadia Ground Leases or the Tarsadia Properties subsequent to its exercise of any of the remedies described in subsection (ii) and (B) any failure, refusal or inability of any ground lessor under any Tarsadia Ground Lease, or any mortgagee or lender of such ground lessor, to release to a Borrower or the Administrative Agent any proceeds of casualty insurance or condemnation proceeds relating to any of the Tarsadia Properties. The liabilities and obligations of the Borrowers under this Section 5.2(3) are separate and several and shall survive the termination of this Agreement, the satisfaction and discharge of the Indebtedness, merger and judgment.

Lease Covenants and Limitations. (a) Except as otherwise set forth in this clause (a), Borrower shall not cause or permit Mortgage Borrower to enter into any Lease or other occupancy agreement without the prior written consent of Administrative AgentLender, which consent may be granted or withheld in Administrative Agent’s Lender’ sole and absolute discretion; provided, that if Mortgage Lender shall have consented to such Lease, Administrative Agent’s consent to such Lease shall not be unreasonably withheld, delayed or conditioned. If Administrative Agent Lender shall approve a Lease, Borrower shall provide Administrative Agent Lender with a complete copy of said Lease within ten (10) Business Days following its execution. Notwithstanding the foregoing in this clause (a), provided that no Event of Default shall have occurred and be continuing, Administrative AgentXxxxxx’s consent shall not be required prior to entering into any Lease for all or any portion of the Retail Unit, provided that: (i) the applicable Lease complies in all respects with the Minimum Leasing Guidelines; (ii) the applicable Lease is otherwise on commercially reasonable, terms; (iii) a copy of such Lease is delivered to Administrative Agent Lender promptly after execution thereof together with BorrowerXxxxxxxx’s certification that such Lease satisfies the foregoing conditions of this Section 7.1(a); (iv) such Lease does not contain any options to purchase or other rights with respect to the ownership of all or any portion of the Mortgaged Property (excluding extension and expansion rights), does not contain any restriction on landlord’s rights to lease remaining portions of the Mortgaged Property other than on customary and market terms (as determined by Mortgage Borrower in its commercially reasonable discretion), and does not contain any options for the tenant thereunder to terminate such Lease, other than on market terms or in the event of a material casualty or condemnation; and; (v) such Lease is entered into on an arm’s-length basis with a counterparty that is not an Affiliate of Borrower, Mortgage Borrower or Indemnitor; and (vi) unless a subordination, non-disturbance and attornment agreement in a form reasonably acceptable to Lender is delivered in connection with the execution of such Lease, such Lease shall provide that it is subordinate to the Mortgage and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. (b) With respect to each Lease so approved in writing by Administrative Agent Lender or which does not require Administrative AgentLender’s consent pursuant to Section 7.1(a) above, Borrower shall cause Mortgage Borrower to perform all obligations as lessor or lessee, as applicable, and, to the extent it is commercially reasonable to do so, shall enforce all of the terms, covenants and conditions contained therein on the part of the lessor or lessee thereunder to be performed or observed, short of termination thereof. Borrower shall not cause or permit Mortgage Borrower to take any action which would cause any Lease to cease to be in full force and effect, except with the prior written consent of Administrative AgentLender, which consent shall not be unreasonably withheld, delayed or conditioned, until repayment of the entire Indebtedness. Without Administrative AgentLender’s consent (not to be unreasonably withheld, conditioned or delayed), Borrower shall not cause or permit Mortgage Borrower tonot: (i) cancel, terminate or surrender any Lease, or consent to any cancellation, termination or surrender thereof; (ii) sublease or assign any Lease, or consent to the sublease or assignment thereof; (iii) subordinate any Lease to any mortgage, deed of trust or other security interest that is subordinate to the Mortgage; (iv) amend, modify or renew any existing Lease; (v) waive any material default under or breach of any Lease; (vi) consent to or accept any prepayment or discount of rent or advance rent under any Lease; (vii) take any other action in connection with any Lease which may impair or jeopardize the validity of such Lease or Administrative Agent’s or Lender’s interest therein; or (viii) alter, modify or change the terms of any guaranty, letter of credit or other credit support with respect to any Lease or cancel or terminate such guaranty, letter of credit or other credit support. (c) [intentionally omitted]. (d) For each Lease, upon Xxxxxx’s written request, Borrower shall use commercially reasonable efforts to provide Lender with: (i) a tenant estoppel certificate (which request shall not be made more than once each calendar year absent an Event of Default); and

Lease Covenants and Limitations. (a) (i) Except as otherwise set forth expressly contemplated by or permitted under Leases approved by Lender or New Leases or New Lease Modifications not requiring Lender’s approval in this clause accordance with Subsection 5.1(c) (asuch New Lease or New Lease Modification, as applicable, a “No-Approval Lease”), all New Leases, New Lease Modifications and terminations of Leases in excess of ten thousand (10,000) net rentable square feet (other than any termination of any such Lease at the end of the applicable lease term in accordance with the terms thereof or any termination of any such Lease on account of the applicable tenant’s default thereunder) shall be subject to the prior review and approval of Lender as provided in Subsection 5.1(a)(ii) and (iii) below, at Borrower’s expense. Borrower shall provide Lender with executed copies of all New Leases and New Lease Modifications within sixty (60) days after the end of the first three (3) fiscal quarters of each Fiscal Year during the Loan Term, but only if requested by Lender, and within one hundred five (105) days after the end of each Fiscal Year, in accordance with Subsection 7.1(a)(i) hereof. For each New Lease permitted hereunder, upon Lender’s written request, Borrower shall not cause or permit Mortgage Borrower use commercially reasonable efforts to enter into any Lease or other occupancy agreement without the prior written consent of Administrative Agent, provide Lender with (A) a tenant estoppel certificate (which consent may be granted or withheld in Administrative Agent’s sole and absolute discretion; provided, that if Mortgage Lender shall have consented to such Lease, Administrative Agent’s consent to such Lease request shall not be unreasonably withheld, delayed or conditioned. If Administrative Agent shall approve a Lease, Borrower shall provide Administrative Agent made with a complete copy of said respect to any New Lease within ten (10) Business Days following its execution. Notwithstanding the foregoing in this clause (a), provided that no more than once each calendar year unless an Event of Default shall have occurred and be continuing), Administrative Agent’s consent executed by the tenant thereunder either on a Lender pre-approved form of tenant estoppel certificate or such other form as Lender shall not be required prior to entering into any Lease for all or any portion of the Retail Unitreasonably approve, provided that: and (iB) the applicable Lease complies in all respects with the Minimum Leasing Guidelines; (ii) the applicable Lease is otherwise on commercially reasonable, terms; (iii) a copy of such Lease is delivered to Administrative Agent promptly after execution thereof together with Borrower’s certification that such Lease satisfies the foregoing conditions of this Section 7.1(a); (iv) such Lease does not contain any options to purchase or other rights with respect to a New Lease in excess of seven thousand (7,000) net rentable square feet, unless previously provided and still in effect with respect to such New Lease, a subordination, non-disturbance and attornment agreement executed by the ownership of all tenant thereunder in the form attached as Exhibit F to this Agreement or any portion of the Mortgaged Property (excluding extension and expansion rights), does not contain any restriction on landlord’s rights to lease remaining portions of the Mortgaged Property such other than on customary and market terms (form as determined by Mortgage Borrower Lender shall approve in its reasonable discretion), and does not contain any options for the tenant thereunder to terminate such Lease, other than on market terms or in the event of a material casualty or condemnation; and (v) such Lease is entered into on an arm’s-length basis with a counterparty that is not an Affiliate of Borrower, Mortgage Borrower or Indemnitor. (b) With respect to each Lease so approved in writing by Administrative Agent or which does not require Administrative Agent’s consent pursuant to Section 7.1(a) above, Borrower shall cause Mortgage Borrower to perform all obligations as lessor or lessee, as applicable, and, to the extent it is commercially reasonable to do so, shall enforce all of the terms, covenants and conditions contained therein on the part of the lessor or lessee thereunder to be performed or observed, short of termination thereof. Borrower shall not cause or permit Mortgage Borrower to take any action which would cause any Lease to cease to be in full force and effect, except with the prior written consent of Administrative Agent, which consent shall not be unreasonably withheld, delayed or conditioned, until repayment of the entire Indebtedness. Without Administrative Agent’s consent (not to be unreasonably withheld, conditioned or delayed), Borrower shall not cause or permit Mortgage Borrower to: (i) cancel, terminate or surrender any Lease, or consent to any cancellation, termination or surrender thereof; (ii) sublease or assign any Lease, or consent to the sublease or assignment thereof; (iii) subordinate any Lease to any mortgage, deed of trust or other security interest that is subordinate to the Mortgage; (iv) amend, modify or renew any existing Lease; (v) waive any material default under or breach of any Lease; (vi) consent to or accept any prepayment or discount of rent or advance rent under any Lease; (vii) take any other action in connection with any Lease which may impair or jeopardize the validity of such Lease or Administrative Agent’s or Lender’s interest therein; or (viii) alter, modify or change the terms of any guaranty, letter of credit or other credit support with respect to any Lease or cancel or terminate such guaranty, letter of credit or other credit support.

Lease Covenants and Limitations. (a) Except as otherwise set forth in this clause (aexpressly contemplated by or permitted under Subsection 5.1(b) or Subsection 5.1(c), Borrower all New Leases (including, without limitation, any amendments, modifications or renewals of any Existing Leases or any other Lease) shall not cause or permit Mortgage Borrower be subject to enter into any Lease or other occupancy agreement without the prior written consent review and approval of Administrative AgentLender, at Borrower's expense, which consent may be granted or withheld in Administrative Agent’s sole and absolute discretion; providedapproval shall not, that if Mortgage Lender shall have consented to such Leaseas long as there is no Event of Default, Administrative Agent’s consent to such Lease shall not be unreasonably withheld, delayed withheld or conditioned. If Administrative Agent Except as otherwise consented to by Lender or permitted by Sections 5.1(b) or 5.1(c), all Leases entered into after the Closing Date shall approve (a) be written on the Borrower's standard form of lease, which standard form shall have been approved by Lender (Lender acknowledging that the standard form of lease attached to the Borrower's Affidavit is hereby approved); (b) be at rental rates and on terms comparable to existing local market rates and terms and shall be arm's-length transactions with bona fide, independent third party tenants; and (c) provide that they are subordinate to the Deed of Trust and that the tenant agrees to attorn to Lender. In the event that Lender's approval is required for a New Lease, Borrower shall provide Administrative Agent with a complete copy the failure of said Lease Lender to disapprove, within ten (10) Business Days following its execution. Notwithstanding delivery by Borrower to Lender of a Lease Approval Package, shall constitute Lender's approval of the foregoing in this clause (a)New Lease, provided such New Lease is documented pursuant to a New Lease or Lease modification agreement consistent with the draft and lease summary delivered to the Lender (in the Lease Approval Package) in all material respects. If the New Lease (including a Lease modification) has material changes from that no Event which was presented in the Lease Approval Package, the failure of Default Lender to disapprove within five (5) Business Days following delivery by Borrower to Lender of a marked, revised New Lease (including a Lease modification) showing the changes from the draft previously submitted to Lender (in the Lease Approval Package) shall have occurred and be continuing, Administrative Agent’s consent shall not be required prior to entering into any Lease for all or any portion constitute Lender's approval of the Retail Unit, provided that: revised New Lease (iincluding a Lease modification). Borrower shall provide Lender with executed copies of all New Leases within thirty (30) the applicable Lease complies in all respects with the Minimum Leasing Guidelines; (ii) the applicable Lease is otherwise on commercially reasonable, terms; (iii) a copy of such Lease is delivered to Administrative Agent promptly days after execution thereof together with Borrower’s certification that such Lease satisfies the foregoing conditions of this Section 7.1(a); (iv) such Lease does not contain any options to purchase or other rights with respect to the ownership of all or any portion of the Mortgaged Property (excluding extension and expansion rights), does not contain any restriction on landlord’s rights to lease remaining portions of the Mortgaged Property other than on customary and market terms (as determined by Mortgage Borrower in its reasonable discretion), and does not contain any options for the tenant thereunder to terminate such Lease, other than on market terms or in the event of a material casualty or condemnation; and (v) such Lease is entered into on an arm’s-length basis with a counterparty that is not an Affiliate of Borrower, Mortgage Borrower or Indemnitorthereof. (b) With respect to each Lease so approved in writing by Administrative Agent or which does not require Administrative Agent’s consent pursuant to Section 7.1(a) above, Borrower shall cause Mortgage Borrower to perform all obligations as lessor or lessee, as applicable, and, to the extent it is commercially reasonable to do so, under all Leases and shall enforce all of the material terms, covenants and conditions contained therein on upon the part of the lessor or lessee thereunder to be performed or observed, short of termination thereof. Borrower shall not cause or permit Mortgage Borrower to take any action which would cause any Lease to cease to be in full force and effect, except . Except with the prior written consent of Administrative Agent, which consent shall not be unreasonably withheld, delayed or conditioned, until repayment of the entire Indebtedness. Without Administrative Agent’s consent (not to be unreasonably withheld, conditioned or delayed)Lender, Borrower shall not cause or permit Mortgage Borrower tonot: (i) cancel, terminate terminate, surrender, sublet or surrender assign any Lease, Lease or consent to any cancellation, termination or surrender thereof; (ii) sublease or assign any Leasetermination, or consent to the sublease surrender, subletting or assignment thereof; (iiiii) subordinate any Lease to any mortgage, deed of trust or other security interest that is subordinate to the MortgageDeed of Trust; (iv) amend, modify or renew any existing Lease; (viii) waive any material default under or material breach of any LeaseLease or consent to or accept any discount of rent with respect to any Lease ; (viiv) consent to or accept any prepayment or discount of rent or advance rent under any LeaseLease more than one month in advance (except for bona fide security deposits and estimated payments of operating expenses, taxes and other pass-throughs paid by tenants pursuant to their Leases not prepaid more than one month prior to the date such estimated payments are due); (viiv) take any other action in connection with any Lease which may could reasonably be expected to impair or jeopardize the validity of such Lease or Administrative Agent’s or Lender’s 's interest therein; or (viiivi) alter, modify or change the terms of any guaranty, letter of credit or other credit support with respect to any Lease or cancel or terminate such guaranty, letter of credit or other credit support. Notwithstanding the aforesaid, so long as no Event of Default is continuing uncured, Lender's approval shall not be required to cancel, terminate, surrender, waive a default or breach, sublet or assign, or consent to any cancellation, termination, surrender, waiver of a default or breach, subletting or assignment, of any Lease that is not a Major Lease provided that such cancellation, termination, surrender, waiver, subletting or assignment is in the ordinary course of business, consistent with good business practice and in the best interests of the applicable Individual Mortgaged Property or the tenant is in material default. Furthermore, Lender's approval shall not be required for any termination, surrender, cancellation, assignment, subletting, renewal or extension of any Major Lease that is required or permitted without Borrower's consent under the terms of such Major Lease.

Lease Covenants and Limitations. (a) Except as otherwise set forth in this clause (a)Subject to Section 7.1(c) below, Borrower shall not cause or permit Mortgage Borrower to enter into any Lease or other occupancy agreement without the prior written consent of Administrative Agent, which consent may be granted or withheld in Administrative Agent’s sole and absolute discretion; provided, that if Mortgage Lender shall have consented to such Lease, Administrative Agent’s consent to such Lease shall not be unreasonably withheld, delayed or conditioned. If Administrative Agent shall approve a Lease, Borrower shall provide Administrative Agent with a complete copy of said Lease within ten (10) Business Days following its execution. Notwithstanding the foregoing in this clause (a), provided that no Event of Default shall have occurred and be continuing, Administrative Agent’s consent shall not be required prior to entering into any Lease for all or any portion of the Retail Unit, provided that: (i) the applicable Lease complies in all respects with the Minimum Leasing Guidelines; (ii) the applicable Lease is otherwise on commercially reasonable, terms; (iii) a copy of such Lease is delivered to Administrative Agent promptly after execution thereof together with Borrower’s certification that such Lease satisfies the foregoing conditions of this Section 7.1(a); (iv) such Lease does not contain any options to purchase or other rights with respect to the ownership of all or any portion of the Mortgaged Property (excluding extension and expansion rights), does not contain any restriction on landlord’s rights to lease remaining portions of the Mortgaged Property other than on customary and market terms (as determined by Mortgage Borrower in its reasonable discretion), and does not contain any options for the tenant thereunder to terminate such Lease, other than on market terms or in the event of a material casualty or condemnation; and (v) such Lease is entered into on an arm’s-length basis with a counterparty that is not an Affiliate of Borrower, Mortgage Borrower or Indemnitor. (b) With respect to each Lease so approved in writing by Administrative Agent or which does not require Administrative Agent’s consent pursuant to Section 7.1(a) above, Borrower shall cause Mortgage Borrower to perform all obligations as lessor or lessee, as applicable, and, to the extent it is commercially reasonable to do so, shall enforce all of the terms, covenants and conditions contained therein on the part of the lessor or lessee thereunder to be performed or observed, short of termination thereof. Borrower shall not cause or permit Mortgage Borrower to take any action which would cause any Lease to cease to be in full force and effect, except with the prior written consent of Administrative Agent, which consent shall not be unreasonably withheld, delayed or conditioned, until repayment of the entire Indebtedness. Without Administrative Agent’s consent (not to be unreasonably withheld, conditioned or delayed), Borrower shall not cause or permit Mortgage Borrower to: (i) cancel, terminate or surrender any Lease, or consent to any cancellation, termination or surrender thereof; (ii) sublease or assign any Lease, or consent to the sublease or assignment thereof; (iii) subordinate any Lease to any mortgage, deed of trust or other security interest that is subordinate to the Mortgage; (iv) amend, modify or renew any existing Lease; (v) waive any material default under or breach of any Lease; (vi) consent to or accept any prepayment or discount of rent or advance rent under any Lease; (vii) take any other action in connection with any Lease which may impair or jeopardize the validity of such Lease or Administrative Agent’s or Lender’s interest therein; or (viii) alter, modify or change the terms of any guaranty, letter of credit or other credit support with respect to any Lease or cancel or terminate such guaranty, letter of credit or other credit support. (c) As long as no Event of Default exists, the following parameters for a Lease of the Retail Unit or any portion thereof are hereby pre-approved by Administrative ​ ​ Agent: the potential new Lease for the Retail Unit or portion thereof (i) provides for a Net Effective Rent of not less than $65.00; and (ii) has an initial term not longer than twenty (20) years, and any renewal options exercisable by the tenant thereunder for an aggregate term longer than twenty (20) years shall be at no less than ninety percent (90%) of then current fair market rent. Administrative Agent shall have the right to review and approve a new Lease for the Retail Unit in all other respects, such approval not to be unreasonably withheld, conditioned or delayed, and such Lease must at a minimum satisfy the following conditions: (A) be an arm’s-length transaction with a bona-fide, independent third party tenant, (B) not violate any provision of any other lease, restriction, covenant or public or private agreement affecting Borrower, Mortgage Borrower, Mortgage Pledgor, the Mortgaged Property, the Collateral, or the Declaration; (C) provide that tenant will unconditionally attorn to a foreclosing lender without requiring Mortgage Lender to execute a non-disturbance agreement or else Mortgage Lender, Mortgage Borrower and tenant mutually agree to execute an SNDA (as defined in the Master Loan Agreement); (D) impose no tenant improvement obligations on the landlord beyond the initial lease-up and occupancy by the tenant; and (E) contain no tenant right to acquire any ownership interest in any of the Mortgaged Property. If, within 7 Business Days after Administrative Agent’s receipt of Borrower’s written request for such approval stating: “TIME SENSITIVE RESPONSE REQUIRED WITHIN 7 BUSINESS DAYS OF RECEIPT OR DEEMED APPROVAL MAY OCCUR”, together with the following: (x) a true and complete copy of the proposed final Lease, including any amendments, exhibits and side agreements relating thereto executed in connection therewith, (y) a lease summary describing in reasonable detail all material terms, and (z) any tenant financial statements or credit reports received by Borrower and Mortgage Borrower with respect to the tenant thereunder (collectively, the “Lease Approval Package”), Administrative Agent does not approve or disapprove such Lease (disapproval to include reasons), Borrower may deliver a second notice to Administrative Agent, together with a second Lease Approval Package, stating: “PURSUANT TO THE TERMS OF SECTION 7.1(c) OF THE MEZZANINE LOAN AGREEMENT EXECUTED BY TPHGREENWICH SUBORDINATE MEZZ LLC, AS BORROWER, DATED DECEMBER 22, 2020, ADMINISTRATIVE AGENT HAS FAILED TO RESPOND TO THE REQUEST FOR APPROVAL OF A NEW LEASE. FAILURE OF ADMINISTRATIVE AGENT TO RESPOND TO BORROWER’S REQUEST FOR SUCH APPROVAL WITHIN 5 BUSINESS DAYS OF RECEIPT OF THIS SECOND NOTICE SHALL BE DEEMED TO BE ADMINISTRATIVE AGENT’S APPROVAL OF SUCH NEW LEASE”. If Administrative Agent fails to approve or disapprove (which such disapproval shall include reasons) such Lease within such additional 5 Business Day period, such Lease shall be deemed approved by Administrative Agent (for the benefit of Lender). (d) For each Lease, upon Administrative Agent’s written request, Borrower shall use commercially reasonable efforts to provide (or cause Mortgage Borrower to provide) Administrative Agent with a tenant estoppel certificate (which request shall not be made more than once each calendar year absent an Event of Default). (e) Any ground lease must be approved by Administrative Agent in advance in writing. Unless otherwise specifically approved, any ground lease affecting the Mortgaged Property must be or be made to be expressly subject and subordinate to the lien and terms of the Pledge Agreement. Fee owner(s) shall provide Administrative Agent with an estoppel and recognition agreement acceptable to Administrative Agent. ​ ​ (f) From and after such time as the Mortgage Loan is no longer outstanding or if Mortgage Lender has waived its right to hold security deposits pursuant to Section 7.1(f) of the Mortgage Loan Agreement, Administrative Agent may require at any time an Event of Default continues to exist uncured that Borrower transfer to Administrative Agent (for the benefit of Lender) all tenant security deposits, including any letters of credit securing tenant lease obligations. Administrative Agent (for the benefit of Lender) may hold and co-mingle such security deposits without interest, except as required by applicable law.

Lease Covenants and Limitations. (1) Each Borrower (a) Except as otherwise set forth in this clause shall perform, or cause to be performed, the obligations which such Borrower is required to perform under the Leases; (a), b) shall use commercially reasonable efforts to enforce the obligations to be performed by the tenants under the Leases; (c) shall promptly furnish to the Administrative Agent any notice of default or termination received by any Borrower from any tenant under a Material Lease or sent by any Borrower to any tenant under a Material Lease; (d) shall not cause or permit Mortgage Borrower collect any Rents under any Material Lease for more than thirty (30) days in advance of the time when the same shall become due, except for bona fide security deposits not in excess of an amount equal to two months rent; (e) during a Cash Trap Period shall not enter into any new Material Lease or other occupancy agreement Capital Lease, or modify, amend or terminate any existing Material Lease or Capital Lease, without the prior written consent of Administrative Agent, which consent may be granted or withheld in Administrative Agent’s sole and absolute discretion; provided, that if Mortgage Lender shall have consented to such Lease, Administrative Agent’s consent to such Lease shall not be unreasonably withheld, delayed or conditioned. If Administrative Agent shall approve a Lease, Borrower shall provide Administrative Agent with a complete copy of said Lease within ten (10) Business Days following its execution. Notwithstanding the foregoing in this clause (a), provided that no Event of Default shall have occurred and be continuing, Administrative Agent’s consent shall not be required prior to entering into any Lease for all or any portion of the Retail Unit, provided that: (i) the applicable Lease complies in all respects with the Minimum Leasing Guidelines; (ii) the applicable Lease is otherwise on commercially reasonable, terms; (iii) a copy of such Lease is delivered to Administrative Agent promptly after execution thereof together with Borrower’s certification that such Lease satisfies the foregoing conditions of this Section 7.1(a); (iv) such Lease does not contain any options to purchase or other rights with respect to the ownership of all or any portion of the Mortgaged Property (excluding extension and expansion rights), does not contain any restriction on landlord’s rights to lease remaining portions of the Mortgaged Property other than on customary and market terms (as determined by Mortgage Borrower in its reasonable discretion), and does not contain any options for the tenant thereunder to terminate such Lease, other than on market terms or in the event of a material casualty or condemnation; and (v) such Lease is entered into on an arm’s-length basis with a counterparty that is not an Affiliate of Borrower, Mortgage Borrower or Indemnitor. (b) With respect to each Lease so approved in writing by Administrative Agent or which does not require Administrative Agent’s consent pursuant to Section 7.1(a) above, Borrower shall cause Mortgage Borrower to perform all obligations as lessor or lessee, as applicable, and, to the extent it is commercially reasonable to do so, shall enforce all of the terms, covenants and conditions contained therein on the part of the lessor or lessee thereunder to be performed or observed, short of termination thereof. Borrower shall not cause or permit Mortgage Borrower to take any action which would cause any Lease to cease to be in full force and effect, except with the prior written consent of Administrative Agentconsent, which consent shall not be unreasonably withheld; (f) at all times when a Cash Trap Period does not exist, delayed shall provide the Administrative Agent with at least ten (10) days prior written notice of any new Material Lease or conditionedMaterial Capital Lease, until repayment or any material modification or amendment of a Material Lease or Material Capital Lease or any termination of any existing Material Lease or Material Capital Lease; (g) shall not further assign or encumber any Lease; and (h) promptly upon the request of the entire Indebtedness. Without Administrative Agent, shall obtain and furnish to the Administrative Agent written estoppels in form and substance reasonably satisfactory to the Administrative Agent, executed by tenants under Material Leases at the Properties or lessors under Capital Leases., as applicable, and confirming the term, rent, and other provisions and matters relating to the Leases. (2) Borrower acknowledges and agrees that the Administrative Agent shall not be obligated to provide a non-disturbance agreement to any tenant under any Lease entered into after the date hereof which has not been reviewed and approved by the Administrative Agent in writing. (3) Each Borrower shall indemnify, defend and hold the Administrative Agent and each Lender harmless from and against any and all Losses incurred or suffered by any of them in connection with (A) any assignment fees which are due and payable, or claimed by the ground lessor to be due and payable, under Section 14.1 of any of the Tarsadia Ground Leases as a result of or in any way arising from or related to (i) the grant of lien of the Mortgage and the assignment of Sunstone OP’s rights therein to the Administrative Agent, (ii) the foreclosure by the Administrative Agent, or the Administrative Agent’s consent (not to be unreasonably withheldacceptance of a deed in lieu of foreclosure, conditioned or delayed), Borrower shall not cause or permit Mortgage Borrower to: (i) cancel, terminate or surrender any Leaseof Sunstone OP’s rights in the Tarsadia Ground Leases, or consent to any cancellation, termination or surrender thereof; (ii) sublease or assign any Lease, or consent to similar exercise of remedies by the sublease or assignment thereof; (iii) subordinate any Lease to any mortgage, deed of trust or other security interest that is subordinate to the Mortgage; (iv) amend, modify or renew any existing Lease; (v) waive any material default under or breach of any Lease; (vi) consent to or accept any prepayment or discount of rent or advance rent under any Lease; (vii) take any other action in connection with any Lease which may impair or jeopardize the validity of such Lease or Administrative Agent’s or Lender’s interest therein; or (viii) alter, modify or change the terms of any guaranty, letter of credit or other credit support Agent with respect to any Lease of the Tarsadia Ground Leases or cancel the Tarsadia Properties, or terminate such guaranty(iii) the sale, letter of credit conveyance, transfer or other credit supportgrant by the Administrative Agent of its rights in any of the Tarsadia Ground Leases or the Tarsadia Properties subsequent to its exercise of any of the remedies described in subsection (ii) and (B) any failure, refusal or inability of any ground lessor under any Tarsadia Ground Lease, or any mortgagee or lender of such ground lessor, to release to a Borrower or the Administrative Agent any proceeds of casualty insurance or condemnation proceeds relating to any of the Tarsadia Properties. The liabilities and obligations of the Borrowers and Lenders under this Section 5.2(3) are separate and several and shall survive the termination of this Agreement, the satisfaction and discharge of the Indebtedness, merger and judgment.

Lease Covenants and Limitations. (a) (i) Except as otherwise set forth expressly contemplated by or permitted under Leases approved by Lender or New Leases or New Lease Modifications not requiring Lender’s approval in this clause accordance with Subsection 5.1(c) (asuch New Lease or New Lease Modification, as applicable, a “No-Approval Lease”), all New Leases, New Lease Modifications and terminations of Leases in excess of twenty thousand (20,000) net rentable square feet (other than any termination of any such Lease at the end of the applicable lease term in accordance with the terms thereof or any termination of any such Lease on account of the applicable tenant’s default thereunder) shall be subject to the prior review and approval of Lender as provided in Subsection 5.1(a)(ii) and (iii) below, at Borrower’s expense. Borrower shall provide Lender with executed copies of all New Leases and New Lease Modifications within sixty (60) days after the end of the first three (3) fiscal quarters of each Fiscal Year during the Loan Term, but only if requested by Lender, and within one hundred five (105) days after the end of each Fiscal Year, in accordance with Subsection 7.1(a)(i) hereof. For each New Lease permitted hereunder, upon Lender’s written request, Borrower shall not cause or permit Mortgage Borrower use commercially reasonable efforts to enter into any Lease or other occupancy agreement without the prior written consent of Administrative Agent, provide Lender with (A) a tenant estoppel certificate (which consent may be granted or withheld in Administrative Agent’s sole and absolute discretion; provided, that if Mortgage Lender shall have consented to such Lease, Administrative Agent’s consent to such Lease request shall not be unreasonably withheld, delayed or conditioned. If Administrative Agent shall approve a Lease, Borrower shall provide Administrative Agent made with a complete copy of said respect to any New Lease within ten (10) Business Days following its execution. Notwithstanding the foregoing in this clause (a), provided that no more than once each calendar year unless an Event of Default shall have occurred and be continuing), Administrative Agent’s consent executed by the tenant thereunder either on a Lender pre-approved form of tenant estoppel certificate or such other form as Lender shall not be required prior to entering into any Lease for all or any portion of the Retail Unitreasonably approve, provided that: and (iB) the applicable Lease complies in all respects with the Minimum Leasing Guidelines; (ii) the applicable Lease is otherwise on commercially reasonable, terms; (iii) a copy of such Lease is delivered to Administrative Agent promptly after execution thereof together with Borrower’s certification that such Lease satisfies the foregoing conditions of this Section 7.1(a); (iv) such Lease does not contain any options to purchase or other rights with respect to a New Lease in excess of twenty thousand (20,000) net rentable square feet, unless previously provided and still in effect with respect to such New Lease, a subordination, non-disturbance and attornment agreement executed by the ownership of all tenant thereunder in the form attached as Exhibit F to this Agreement or any portion of the Mortgaged Property (excluding extension and expansion rights), does not contain any restriction on landlord’s rights to lease remaining portions of the Mortgaged Property such other than on customary and market terms (form as determined by Mortgage Borrower Lender shall approve in its reasonable discretion), and does not contain any options for the tenant thereunder to terminate such Lease, other than on market terms or in the event of a material casualty or condemnation; and (v) such Lease is entered into on an arm’s-length basis with a counterparty that is not an Affiliate of Borrower, Mortgage Borrower or Indemnitor. (b) With respect to each Lease so approved in writing by Administrative Agent or which does not require Administrative Agent’s consent pursuant to Section 7.1(a) above, Borrower shall cause Mortgage Borrower to perform all obligations as lessor or lessee, as applicable, and, to the extent it is commercially reasonable to do so, shall enforce all of the terms, covenants and conditions contained therein on the part of the lessor or lessee thereunder to be performed or observed, short of termination thereof. Borrower shall not cause or permit Mortgage Borrower to take any action which would cause any Lease to cease to be in full force and effect, except with the prior written consent of Administrative Agent, which consent shall not be unreasonably withheld, delayed or conditioned, until repayment of the entire Indebtedness. Without Administrative Agent’s consent (not to be unreasonably withheld, conditioned or delayed), Borrower shall not cause or permit Mortgage Borrower to: (i) cancel, terminate or surrender any Lease, or consent to any cancellation, termination or surrender thereof; (ii) sublease or assign any Lease, or consent to the sublease or assignment thereof; (iii) subordinate any Lease to any mortgage, deed of trust or other security interest that is subordinate to the Mortgage; (iv) amend, modify or renew any existing Lease; (v) waive any material default under or breach of any Lease; (vi) consent to or accept any prepayment or discount of rent or advance rent under any Lease; (vii) take any other action in connection with any Lease which may impair or jeopardize the validity of such Lease or Administrative Agent’s or Lender’s interest therein; or (viii) alter, modify or change the terms of any guaranty, letter of credit or other credit support with respect to any Lease or cancel or terminate such guaranty, letter of credit or other credit support.

Lease Covenants and Limitations. (a) Except as otherwise set forth in this clause (a), Borrower shall not cause or permit Mortgage Borrower to enter into any Lease or other occupancy agreement without the prior written consent of Administrative AgentLender, which consent may be granted or withheld in Administrative Agent’s Lender’ sole and absolute discretion; provided, that if Mortgage Lender shall have consented to such Lease, Administrative Agent’s consent to such Lease shall not be unreasonably withheld, delayed or conditioned. If Administrative Agent Lender shall approve a Lease, Borrower shall provide Administrative Agent Lender with a complete copy of said Lease within ten (10) Business Days following its execution. Notwithstanding the foregoing in this clause (a), provided that no Event of Default shall have occurred and be continuing, Administrative AgentLender’s consent shall not be required prior to entering into any Lease for all or any portion of the Retail Unit, provided that: (i) the applicable Lease complies in all respects with the Minimum Leasing Guidelines; (ii) the applicable Lease is otherwise on commercially reasonable, terms; (iii) a copy of such Lease is delivered to Administrative Agent Lender promptly after execution thereof together with Borrower’s certification that such Lease satisfies the foregoing conditions of this Section 7.1(a); (iv) such Lease does not contain any options to purchase or other rights with respect to the ownership of all or any portion of the Mortgaged Property (excluding extension and expansion rights), does not contain any restriction on landlord’s rights to lease remaining portions of the Mortgaged Property other than on customary and market terms (as determined by Mortgage Borrower in its commercially reasonable discretion), and does not contain any options for the tenant thereunder to terminate such Lease, other than on market terms or in the event of a material casualty or condemnation; and; (v) such Lease is entered into on an arm’s-length basis with a counterparty that is not an Affiliate of Borrower, Mortgage Borrower or Indemnitor; and (vi) unless a subordination, non-disturbance and attornment agreement in a form reasonably acceptable to Lender is delivered in connection with the execution of such Lease, such Lease shall provide that it is subordinate to the Mortgage and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. (b) With respect to each Lease so approved in writing by Administrative Agent Lender or which does not require Administrative AgentLender’s consent pursuant to Section 7.1(a) above, Borrower shall cause Mortgage Borrower to perform all obligations as lessor or lessee, as applicable, and, to the extent it is commercially reasonable to do so, shall enforce all of the terms, covenants and conditions contained therein on the part of the lessor or lessee thereunder to be performed or observed, short of termination thereof. Borrower shall not cause or permit Mortgage Borrower to take any action which would cause any Lease to cease to be in full force and effect, except with the prior written consent of Administrative AgentLender, which consent shall not be unreasonably withheld, delayed or conditioned, until repayment of the entire Indebtedness. Without Administrative AgentLender’s consent (not to be unreasonably withheld, conditioned or delayed), Borrower shall not cause or permit Mortgage Borrower tonot: (i) cancel, terminate or surrender any Lease, or consent to any cancellation, termination or surrender thereof; (ii) sublease or assign any Lease, or consent to the sublease or assignment thereof; (iii) subordinate any Lease to any mortgage, deed of trust or other security interest that is subordinate to the Mortgage; (iv) amend, modify or renew any existing Lease; (v) waive any material default under or breach of any Lease; (vi) consent to or accept any prepayment or discount of rent or advance rent under any Lease; (vii) take any other action in connection with any Lease which may impair or jeopardize the validity of such Lease or Administrative Agent’s or Lender’s interest therein; or (viii) alter, modify or change the terms of any guaranty, letter of credit or other credit support with respect to any Lease or cancel or terminate such guaranty, letter of credit or other credit support. (c) [intentionally omitted]. (d) For each Lease, upon Lender’s written request, Borrower shall use commercially reasonable efforts to provide Lender with: (i) a tenant estoppel certificate (which request shall not be made more than once each calendar year absent an Event of Default); and (ii) unless previously provided and still in effect with respect to the same lease, a subordination, non-disturbance and attornment agreement, in either case executed by each tenant, utilizing either Lender pre-approved forms or such other forms as Lender shall reasonably approve (an “SNDA”). (e) Any ground lease must be approved by Lender in advance in writing. Unless otherwise specifically approved, any ground lease affecting the Mortgaged Property must be or be made to be expressly subject and subordinate to the lien and terms of the Mortgage. Fee owner(s) shall provide Lender with an estoppel and recognition agreement acceptable to Lender. (f) Lender may require at any time an Event of Default continues to exist uncured that Borrower transfer to Lender all tenant security deposits, including any letters of credit securing tenant lease obligations. Lender may hold and co-mingle such security deposits without interest, except as required by applicable law.

Lease Covenants and Limitations. (a) Except as otherwise set forth in this clause (a), Borrower shall be permitted to enter into, amend, modify and renew residential leases in the Mortgaged Property (“Residential Leases”) without Lender’s consent provided that any such Residential Lease (A) is on Borrower’s standard form residential lease approved by Lender, with no material changes, (B) has a term of not cause or permit Mortgage longer than sixteen (16) months and not shorter than six (6) months (provided that Borrower shall be permitted to enter into Residential Leases with terms shorter than six (6) months or longer than sixteen (16) months without Lender’s consent, so long as such Residential Leases do not exceed fifteen percent (15.0%) of the total Residential Leases, (C) is on commercially reasonable market terms for rent and security deposit for the local market and (D) is for ten (10) apartment units or less in the Improvements. If any of the foregoing conditions are not satisfied in any material respect, then Lender’s prior approval of such Residential Lease or other occupancy agreement without the prior written consent of Administrative Agentshall be required, which consent may be granted or withheld in Administrative Agent’s sole and absolute discretion; provided, that if Mortgage Lender shall have consented to such Lease, Administrative Agent’s consent to such Lease approval shall not be unreasonably withheld, delayed or conditioned. If Administrative Agent shall approve For any Lease requiring Lender approval, if, within 5 Business Days after Lender's receipt of Borrower's written request for such approval stating: "TIME SENSITIVE RESPONSE REQUIRED WITHIN 5 BUSINESS DAYS OF RECEIPT OR DEEMED APPROVAL MAY OCCUR", together with the following: (i) a Lease, Borrower shall provide Administrative Agent with a true and complete copy of said Lease within ten (10) Business Days following its execution. Notwithstanding the foregoing in this clause (a)proposed final Lease, provided that no Event of Default shall have occurred including any amendments, exhibits and be continuingside agreements relating thereto, Administrative Agent’s consent shall not be required prior to entering into any Lease for all or any portion of the Retail Unit, provided that: (i) the applicable Lease complies in all respects with the Minimum Leasing Guidelines; (ii) if the applicable Lease lease is otherwise prepared based on commercially reasonableBorrower's standard form, terms; a blackline showing differences from that form, (iii) if lease is not prepared based on Borrower's standard form, a copy lease summary describing in reasonable detail all material terms, and (iv) any available tenant financial statements or credit reports (collectively, the "Lease Approval Package"), Lender does not approve or disapprove such Lease (disapproval to include reasons), Borrower may deliver a second notice to Lender, together with a second Lease Approval Package, stating: "PURSUANT TO THE TERMS OF SUBSECTION 5.1(a) OF THE LOAN AGREEMENT EXECUTED BY RPT THE XXXXX, LLC, AS BORROWER, DATED NOVEMBER 19, 2021, LENDER HAS FAILED TO RESPOND TO THE REQUEST FOR APPROVAL OF A LEASE. FAILURE OF LENDER TO RESPOND TO BORROWER'S REQUEST FOR SUCH APPROVAL WITHIN 3 BUSINESS DAYS OF RECEIPT OF THIS SECOND NOTICE SHALL BE DEEMED TO BE LENDER'S APPROVAL OF SUCH LEASE". If Lender fails to approve or disapprove (which such disapproval shall include reasons) of such Lease is delivered to Administrative Agent promptly after execution thereof together with Borrower’s certification that within such additional 3 Business Day period, such Lease satisfies the foregoing conditions of this Section 7.1(a); (iv) such Lease does not contain any options to purchase or other rights with respect to the ownership of all or any portion of the Mortgaged Property (excluding extension and expansion rights), does not contain any restriction on landlord’s rights to lease remaining portions of the Mortgaged Property other than on customary and market terms (as determined shall be deemed approved by Mortgage Borrower in its reasonable discretion), and does not contain any options for the tenant thereunder to terminate such Lease, other than on market terms or in the event of a material casualty or condemnation; and (v) such Lease is entered into on an arm’s-length basis with a counterparty that is not an Affiliate of Borrower, Mortgage Borrower or IndemnitorLender. (b) With respect to each Lease so approved in writing by Administrative Agent or which does not require Administrative Agent’s consent pursuant to Section 7.1(a) aboveLease, Borrower shall cause Mortgage Borrower to perform all obligations as lessor or lessee, as applicable, and, to the extent it is commercially reasonable to do so, shall enforce all of the terms, covenants and conditions contained therein on the part of the lessor or lessee thereunder to be performed or observed, short of termination thereof. Borrower shall not cause or permit Mortgage Borrower to take any action which would cause any Lease to cease to be in full force and effecteffect unless the tenant under such Lease is in default under the terms of the Lease, except with the prior written consent of Administrative AgentLender, which consent shall not be unreasonably withheld, delayed or conditioned, until repayment of the entire Indebtedness. Without Administrative Agent’s consent (not to be unreasonably withheld, conditioned or delayed), Borrower shall not cause or permit Mortgage Borrower to: (i) cancel, terminate or surrender any Lease, except from and after the Closing Date only, less than five (5%) of all Residential Leases or consent to any cancellation, termination or surrender thereof; thereof (ii) sublease or assign any Lease, or consent to except for a termination at the sublease or assignment thereof; (iii) subordinate any end of a Lease to any mortgage, deed of trust or other security interest that is subordinate to term in accordance with the Mortgage; (iv) amend, modify or renew any existing Lease; (v) waive any material default under or breach of any Lease; (vi) consent to or accept any prepayment or discount of rent or advance rent under any Lease; (vii) take any other action in connection with any Lease which may impair or jeopardize the validity terms of such Lease or Administrative Agent’s or Lender’s interest therein; or (viii) alter, modify or change if the tenant under such Lease is in default under the terms of the Lease). (c) Any ground lease must be approved by Lender in advance in writing. Unless otherwise specifically approved, any guarantyground lease affecting the Mortgaged Property must be or be made to be expressly subject and subordinate to the lien and terms of the Mortgage. Fee owner(s) shall provide Lender with an estoppel and recognition agreement acceptable to Lender. (d) To the extent permitted by applicable law, letter Lender may require at any time an Event of Default continues to exist uncured that Borrower transfer to Lender all tenant security deposits, including any letters of credit or other credit support with respect to any Lease or cancel or terminate securing tenant lease obligations. Lender may hold and co-mingle such guarantysecurity deposits without interest, letter of credit or other credit supportexcept as required by applicable law.