Common use of Leases and Licenses Clause in Contracts

Leases and Licenses. (a) Prior to execution of any Leases of space in the Improvements after the date hereof, Grantor shall submit to Grantee, for Grantee's prior approval, which approval shall not be unreasonably withheld, a copy of the form Lease Grantor plans to use in leasing space in the Improvements. All Leases of space in the Improvements shall be on terms consistent with the terms for similar leases in the market area of the Real Estate, shall provide for free rent only if the same is consistent with prevailing market conditions and shall provide for market rents then prevailing in the market area of the Real Estate. Grantor shall also submit to Grantee for Grantee's approval, which approval shall not be unreasonably withheld, prior to the execution thereof, any proposed Lease of the Improvements or any portion thereof that differs materially and adversely from the aforementioned form Lease. Grantor shall not execute any Lease for all or a substantial portion of the Property, except for an actual occupancy by the Tenant thereunder, and shall at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all Leases with respect to the Property, now or hereafter existing, on the part of the landlord, lessor or licensor thereunder to be kept and performed. Grantor shall furnish to Grantee, within ten (10) days after a request by Grantee to do so, but in any event by January 1 of each year, a current Rent Roll certified by Grantor as being true and correct containing the names of all Tenants with respect to the Property, the terms of their respective Leases, the spaces occupied and the rentals or fees payable thereunder and the amount of each tenant's security deposit. Upon the request of Grantee, Grantor shall deliver to Grantee a copy of each such Lease. Grantor shall not do or suffer to be done any act that might result in a default by the landlord, lessor or licensor under any such Lease or allow the Tenant thereunder to withhold payment or rent and, excet as otherwise expressly permitted by the terms of Section 1.12 hereof, shall not further assign any such Lease or any such rents. Grantor, at no cost or expense to Grantee, shall enforce, short of termination, the performance and observance of each and every condition and covenant of each of the parties under such Leases. Grantor shall not, without the prior written consent of Grantee, modify any of the Leases, terminate or accept the surrender of any Leases, waive or release any other party from the performance or observance of any obligation or condition under such Leases except in the normal course of business in a manner which is consistent with sound and customary leasing and management practices for similar properties in the community in which the Property is located. Grantor shall not permit the prepayment of any rents under any of the Leases for more than one (1) month prior to the due date thereof. (b) Each commercial Lease executed after the date hereof affecting any of the Real Estate or the Improvements must provide, in a manner approved by Grantee, that the Tenant will recognize as its landlord, lessor or licensor, as applicable, and attorn to any person succeeding to the interest of Grantor upon any foreclosure of this Security Deed or deed in lieu of foreclosure. Each such commercial Lease shall also provide that, upon request of said successor-in-interest, the Tenant shall execute and deliver an instrument or instruments confirming its attornment as provided for in this Section; provided, however, that neither Grantee nor any successor-in-interest shall be bound by any payment of rental for more than one (1) month in advance, or any amendment or modification of said commercial Lease made without the express written consent of Grantee or said successor-in-interest. (c) Upon the occurrence of an Event of Default under this Security Deed, whether before or after the whole principal sum secured hereby is declared to be immediately due or whether before or after the institution of legal proceedings to foreclose this Security Deed, forthwith, upon demand of Grantee, Grantor shall surrender to Grantee and Grantee shall be entitled to take actual possession of the Property or any part thereof personally, or by its agent or attorneys. In such event, Grantee shall have, and Grantor hereby gives and grants to Grantee, the right, power and authority to make and enter into Leases with respect to the Property or portions thereof for such rents and for such periods of occupancy and upon conditions and provisions as Grantee may deem desirable in its sole discretion, and Grantor expressly acknowledges and agrees that the term of any such Lease may extend beyond the date of any foreclosure sale at the Property; it being the intention of Grantor that in such event Grantee shall be deemed to be and shall be the attorney-in-fact of Grantor for the purpose of making and entering into Leases of parts or portions of the Property for the rents and upon the terms, conditions and provisions deemed desirable to Grantee in its sole discretion and with like effect as if such Leases had been made by Grantor as the owner in fee simple of the Property free and clear of any conditions or limitations established by this Security Deed. The power and authority hereby given and granted by Grantor to Grantee shall be deemed to be coupled with an interest, shall not be revocable by Grantor so long as any indebtedness secured hereby is outstanding, shall survive the voluntary or involuntary dissolution of Grantor and shall not be affected by any disability or incapacity suffered by Grantor subsequent to the date hereof. In connection with any action taken by Grantee pursuant to this Section, Grantee shall not be liable for any loss sustained by Grantor resulting from any failure to let the Property, or any part threof, or from any other act or omission of Grantee in managing the Property, nor shall Grantee be obligated to perform or discharge any obligation, duty or liability under any Lease covering the Property or any part thereof or under or by reason of this instrument or the exercise of rights or remedies hereunder. Grantor shall, and does hereby, indemnify Grantee for, and hold Grantee harmless from, any and all claims, actions, demands, liabilities, loss or damage which may or might be incurred by Grantee under any such Lease or under this Security Deed or by the exercise of rights or remedies hereunder and from any and all claims and demands whatsoever which may be asserted against Grantee by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any such Lease other than those finally determined by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of Grantee. Should Grantee incur any such liability, the amount thereof, including, without limitation, costs, expenses and attorneys' fees, together with interest thereon at the Default Interest Rate from the date incurred by Grantee until actually paid by Grantor, shall be immediately due and payable to Grantee by Grantor on demand and shall be secured hereby and by all of the other Loan Documents securing all or any part of the indebtedness evidenced by the Note. Nothing in this Section shall impose on Grantee any duty, obligation or responsibility for the control, care, management or repair of the Property, or for the carrying out of any of the terms and conditions of any such Lease nor shall it operate to make Grantee responsible or liable for any waste committed on the Property by the Tenants or by any other parties or for any dangerous or defective condition of the Property, or for any negligence in the management, upkeep, repair or control of the Property. Grantor hereby assents to, ratifies and confirms any and all ations of Grantee with respect to the Property taken under this Section.

Leases and Licenses. (a) Prior to execution of any Leases of space in the Improvements after the date hereof, Grantor Mortgagor shall submit to GranteeMortgagee, for GranteeMortgagee's prior approval, which approval shall not be unreasonably withheld, a copy of the form Lease Grantor Mortgagor plans to use in leasing space in the Improvements. All Leases of space in the Improvements shall be on terms consistent with the terms for similar leases in the market area of the Real Estate, shall provide for free rent only if the same is consistent with prevailing market conditions and shall provide for market rents then prevailing in the market area of the Real Estate. Grantor Mortgagor shall also submit to Grantee Mortgagee for GranteeMortgagee's approval, which approval shall not be unreasonably withheld, prior to the execution thereof, any proposed Lease of the Improvements or any portion thereof that differs materially and adversely from the aforementioned form Lease. Grantor Mortgagor shall not execute any Lease for all or a substantial portion of the Property, except for an actual occupancy by the Tenant thereunder, and shall at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all Leases with respect to the Property, now or hereafter existing, on the part of the landlord, lessor or licensor thereunder to be kept and performed. Grantor Mortgagor shall furnish to GranteeMortgagee, within ten (10) days after a request by Grantee Mortgagee to do so, but in any event by January 1 of each year, a current Rent Roll certified by Grantor Mortgagor as being true and correct containing the names of all Tenants with respect to the Property, the terms of their respective Leases, the spaces occupied and the rentals or fees payable thereunder and the amount of each tenant's security deposit. Upon the request of GranteeMortgagee, Grantor Mortgagor shall deliver to Grantee Mortgagee a copy of each such Lease. Grantor Mortgagor shall not do or suffer to be done any act that might result in a default by the landlord, lessor or licensor under any such Lease or allow the Tenant thereunder to withhold wihhold payment or rent and, excet except as otherwise expressly permitted by the terms of Section 1.12 hereof, shall not further assign any such Lease or any such rents. GrantorMortgagor, at no cost or expense to GranteeMortgagee, shall enforce, short of termination, the performance and observance of each and every condition and covenant of each of the parties under such Leases. Grantor Mortgagor shall not, without the prior written consent of GranteeMortgagee, modify any of the Leases, terminate or accept the surrender of any Leases, waive or release any other party from the performance or observance of any obligation or condition under such Leases except in the normal course of business in a manner which is consistent with sound and customary leasing and management practices for similar properties in the community in which the Property is located. Grantor Mortgagor shall not permit the prepayment of any rents under any of the Leases for more than one (1) month prior to the due date thereof. (b) Each commercial Lease executed after the date hereof affecting any of the Real Estate or the Improvements must provide, in a manner approved by GranteeMortgagee, that the Tenant will recognize as its landlord, lessor or licensor, as applicable, and attorn to any person succeeding to the interest of Grantor Mortgagor upon any foreclosure of this Security Deed Mortgage or deed in lieu of foreclosure. Each such commercial Lease shall also provide that, upon request of said successor-in-interest, the Tenant shall execute and deliver an instrument or instruments confirming its attornment as provided for in this Section; provided, however, that neither Grantee Mortgagee nor any successor-in-interest shall be bound by any payment of rental for more than one (1) month in advance, or any amendment or modification of said commercial Lease made without the express written consent of Grantee Mortgagee or said successor-in-interest. (c) Upon the occurrence of an Event of Default under this Security DeedMortgage, whether before or after the whole principal sum secured hereby is declared to be immediately due or whether before or after the institution of legal proceedings to foreclose this Security DeedMortgage, forthwith, upon demand of GranteeMortgagee, Grantor Mortgagor shall surrender to Grantee Mortgagee and Grantee Mortgagee shall be entitled to take actual possession of the Property or any part thereof personally, or by its agent or attorneys. In such event, Grantee Mortgagee shall have, and Grantor Mortgagor hereby gives and grants to GranteeMortgagee, the right, power and authority to make and enter into Leases with respect to the Property or portions thereof for such rents and for such periods of occupancy and upon conditions and provisions as Grantee Mortgagee may deem desirable in its sole discretion, and Grantor Mortgagor expressly acknowledges and agrees that the term of any such Lease may extend beyond the date of any foreclosure sale at the Property; it being the intention of Grantor Mortgagor that in such event Grantee Mortgagee shall be deemed to be and shall be the attorney-in-fact of Grantor Mortgagor for the purpose of making and entering into Leases of parts or portions of the Property for the rents and upon the terms, conditions and provisions deemed desirable to Grantee Mortgagee in its sole discretion and with like effect as if such Leases had been made by Grantor Mortgagor as the owner in fee simple of the Property free and clear of any conditions or limitations established by this Security DeedMortgage. The power and authority hereby given and granted by Grantor Mortgagor to Grantee Mortgagee shall be deemed to be coupled with an interest, shall not be revocable by Grantor Mortgagor so long as any indebtedness secured hereby is outstanding, shall survive the voluntary or involuntary dissolution of Grantor Mortgagor and shall not be affected by any disability or incapacity suffered by Grantor Mortgagor subsequent to the date hereof. In connection with any action taken by Grantee Mortgagee pursuant to this Section, Grantee Mortgagee shall not be liable for any loss sustained by Grantor Mortgagor resulting from any failure to let the letthe Property, or any part threofthereof, or from any other act or omission of Grantee Mortgagee in managing the Property, nor shall Grantee Mortgagee be obligated to perform or discharge any obligation, duty or liability under any Lease covering the Property or any part thereof or under or by reason of this instrument or the exercise of rights or remedies hereunder. Grantor Mortgagor shall, and does hereby, indemnify Grantee Mortgagee for, and hold Grantee Mortgagee harmless from, any and all claims, actions, demands, liabilities, loss or damage which may or might be incurred by Grantee Mortgagee under any such Lease or under this Security Deed Mortgage or by the exercise of rights or remedies hereunder and from any and all claims and demands whatsoever which may be asserted against Grantee Mortgagee by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any such Lease other than those finally determined by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of GranteeMortgagee. Should Grantee Mortgagee incur any such liability, the amount thereof, including, without limitation, costs, expenses and attorneys' fees, together with interest thereon at the Default Interest Rate from the date incurred by Grantee Mortgagee until actually paid by GrantorMortgagor, shall be immediately due and payable to Grantee Mortgagee by Grantor Mortgagor on demand and shall be secured hereby and by all of the other Loan Documents securing all or any part of the indebtedness evidenced by the Note. Nothing in this Section shall impose on Grantee Mortgagee any duty, obligation or responsibility for the control, care, management or repair of the Property, or for the carrying out of any of the terms and conditions of any such Lease nor shall it operate to make Grantee Mortgagee responsible or liable for any waste committed on the Property by the Tenants or by any other parties or for any dangerous or defective condition of the Property, or for any negligence in the management, upkeep, repair or control of the Property. Grantor Mortgago hereby assents to, ratifies and confirms any and all ations actions of Grantee Mortgagee with respect to the Property taken under this Section.

Leases and Licenses. The Borrower shall, and shall cause each ------------------- Subsidiary to, (a) Prior perform and carry out all of the provisions of all of the leases, licenses, permits and other occupancy agreements relating to execution real property or real property interests (the "Occupancy Agreements") to be performed -------------------- by the Borrower or any of its Subsidiaries, the nonperformance of which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (b) appear in and defend any action in which the validity of any Leases of space in the Improvements after the date hereof, Grantor shall submit to Grantee, for Grantee's prior approval, which approval shall not be unreasonably withheld, a copy of the form Lease Grantor plans Occupancy Agreements relating to use in leasing space in any real property or real property interests is at issue and (c) commence and maintain any action or proceeding necessary to establish or maintain the Improvementsvalidity of any of such Occupancy Agreements or to enforce the provisions thereof. All Leases The Borrower shall provide to the Agent true, correct and complete copies of space in the Improvements shall be on terms consistent with the terms for similar leases in the market area any information relating to any of the Real Estate, shall Occupancy Agreements as the Agent may reasonably request in writing. The Borrower agrees to provide for free rent only if the same is consistent with prevailing market conditions and shall provide for market rents then prevailing in the market area of the Real Estate. Grantor shall also submit to Grantee for Grantee's approval, which approval shall not be unreasonably withheld, prior to the execution thereof, any proposed Lease of the Improvements or any portion thereof that differs materially and adversely from the aforementioned form Lease. Grantor shall not execute any Lease for all or a substantial portion of the Property, except for an actual occupancy by the Tenant thereunder, and shall at all times promptly and faithfully perform, (or cause to be performedprovided) to the Agent at any time, all upon written demand, any further or additional form of assignment, encumbrance or transfer documents as may be reasonably requested by the Agent and to deliver (or cause to be delivered) to the Agent executed copies of any such assignment, encumbrance or transfer documents. The Borrower shall immediately give notice to the Lenders of any default by it or any of its Subsidiaries or, to the knowledge of the covenantsBorrower, conditions and agreements contained in all Leases with respect by any other party to the Propertyan Occupancy Agreement, now which causes, or hereafter existingcould reasonably be expected to cause, on the part a Material Adverse Effect under any of the landlord, lessor or licensor thereunder to be kept and performed. Grantor shall furnish to Grantee, within ten (10) days after a request by Grantee to do so, but in any event by January 1 of each year, a current Rent Roll certified by Grantor as being true and correct containing the names of all Tenants with respect to the Property, the terms of their respective Leases, the spaces occupied and the rentals or fees payable thereunder and the amount of each tenant's security deposit. Upon the request of Grantee, Grantor shall deliver to Grantee a copy of each such Lease. Grantor shall not do or suffer to be done any act that might result in a default by the landlord, lessor or licensor under any such Lease or allow the Tenant thereunder to withhold payment or rent and, excet as otherwise expressly permitted by the terms of Section 1.12 hereof, shall not further assign any such Lease Occupancy Agreements it or any such rentsof its Subsidiaries receives or delivers. Grantor, at no cost or expense to Grantee, shall enforce, short of termination, the performance and observance of each and every condition and covenant of each of the parties under such Leases. Grantor The Borrower shall not, and shall not permit any of its Subsidiaries to, execute any new Occupancy Agreements without the prior written consent of Granteethe Agent, modify any of the Leases, terminate or accept the surrender of any Leases, waive or release any other party from the performance or observance of any obligation or condition under such Leases except in the normal course of business in a manner which is consistent with sound and customary leasing and management practices for similar properties in the community in which the Property is located. Grantor shall not permit the prepayment of any rents under any of the Leases for more than one (1) month prior to the due date thereof. (b) Each commercial Lease executed after the date hereof affecting any of the Real Estate or the Improvements must provide, in a manner approved by Grantee, that the Tenant will recognize as its landlord, lessor or licensor, as applicable, and attorn to any person succeeding to the interest of Grantor upon any foreclosure of this Security Deed or deed in lieu of foreclosure. Each such commercial Lease shall also provide that, upon request of said successor-in-interest, the Tenant shall execute and deliver an instrument or instruments confirming its attornment as provided for in this Section; provided, however, that neither Grantee nor any successor-in-interest shall be bound by any payment of rental for more than one (1) month in advance, or any amendment or modification of said commercial Lease made without the express written consent of Grantee or said successor-in-interest. (c) Upon the occurrence of an Event of Default under this Security Deed, whether before or after the whole principal sum secured hereby is declared to be immediately due or whether before or after the institution of legal proceedings to foreclose this Security Deed, forthwith, upon demand of Grantee, Grantor shall surrender to Grantee and Grantee shall be entitled to take actual possession of the Property or any part thereof personally, or by its agent or attorneys. In such event, Grantee shall have, and Grantor hereby gives and grants to Grantee, the right, power and authority to make and enter into Leases with respect to the Property or portions thereof for such rents and for such periods of occupancy and upon conditions and provisions as Grantee may deem desirable in its sole discretion, and Grantor expressly acknowledges and agrees that the term of any such Lease may extend beyond the date of any foreclosure sale at the Property; it being the intention of Grantor that in such event Grantee shall be deemed to be and shall be the attorney-in-fact of Grantor for the purpose of making and entering into Leases of parts or portions of the Property for the rents and upon the terms, conditions and provisions deemed desirable to Grantee in its sole discretion and with like effect as if such Leases had been made by Grantor as the owner in fee simple of the Property free and clear of any conditions or limitations established by this Security Deed. The power and authority hereby given and granted by Grantor to Grantee shall be deemed to be coupled with an interest, shall not be revocable by Grantor so long as any indebtedness secured hereby is outstanding, shall survive the voluntary unreasonably withheld or involuntary dissolution of Grantor and shall not be affected by any disability or incapacity suffered by Grantor subsequent to the date hereof. In connection with any action taken by Grantee pursuant to this Section, Grantee shall not be liable for any loss sustained by Grantor resulting from any failure to let the Property, or any part threof, or from any other act or omission of Grantee in managing the Property, nor shall Grantee be obligated to perform or discharge any obligation, duty or liability under any Lease covering the Property or any part thereof or under or by reason of this instrument or the exercise of rights or remedies hereunder. Grantor shall, and does hereby, indemnify Grantee for, and hold Grantee harmless from, any and all claims, actions, demands, liabilities, loss or damage which may or might be incurred by Grantee under any such Lease or under this Security Deed or by the exercise of rights or remedies hereunder and from any and all claims and demands whatsoever which may be asserted against Grantee by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any such Lease other than those finally determined by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of Grantee. Should Grantee incur any such liability, the amount thereof, including, without limitation, costs, expenses and attorneys' fees, together with interest thereon at the Default Interest Rate from the date incurred by Grantee until actually paid by Grantor, shall be immediately due and payable to Grantee by Grantor on demand and shall be secured hereby and by all of the other Loan Documents securing all or any part of the indebtedness evidenced by the Note. Nothing in this Section shall impose on Grantee any duty, obligation or responsibility for the control, care, management or repair of the Property, or for the carrying out of any of the terms and conditions of any such Lease nor shall it operate to make Grantee responsible or liable for any waste committed on the Property by the Tenants or by any other parties or for any dangerous or defective condition of the Property, or for any negligence in the management, upkeep, repair or control of the Property. Grantor hereby assents to, ratifies and confirms any and all ations of Grantee with respect to the Property taken under this Sectiondelayed.

Leases and Licenses. (a) Prior to execution of any Leases of space in the Improvements All leases entered into by Grantor after the date hereofhereof (excluding, Grantor shall submit to Granteehowever, any standard, commercially reasonable registration card for Grantee's prior approvalovernight guests and any standard, which approval shall not be unreasonably withheld, a copy commercially reasonable agreements for the use of the form Lease Grantor plans to use in leasing space banquet facilities or meeting rooms entered into in the Improvements. All Leases ordinary course of space in business), shall be written on the Improvements standard form lease (without any material changes) which Beneficiary has approved or shall approve prior to the use thereof and shall be on arm's length terms consistent with the terms for similar leases in the market area of the Real EstateLand or otherwise approved in writing by Beneficiary, shall provide for free rent only if the same is consistent with prevailing market conditions and shall provide for market rents then prevailing in the market area of the Real EstateLand. Such leases shall also provide for Security Deposits in reasonable amounts. Grantor shall also submit to Grantee Beneficiary for GranteeBeneficiary's approval, which approval shall not be unreasonably withheld, prior to the execution thereof, any proposed Lease lease, license or occupancy agreement of the Improvements or any portion thereof that differs materially and adversely from the aforementioned form Leaselease. Grantor shall not execute any Lease lease, license or occupancy agreement for all or a substantial portion of the Property, except for an actual occupancy by the Tenant tenant, lessee or licensee thereunder, and shall at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all Leases leases, licenses and occupancy agreements with respect to the Property, now or hereafter existing, on the part of the landlord, lessor or licensor thereunder to be kept and performed. Grantor shall furnish to Grantee, within ten (10) days after a request by Grantee to do so, but in any event by January 1 of each year, a current Rent Roll certified by Grantor as being true and correct containing the names of all Tenants with respect to the Property, the terms of their respective Leases, the spaces occupied and the rentals or fees payable thereunder and the amount of each tenant's security deposit. Upon the request of GranteeBeneficiary, Grantor shall deliver to Grantee Beneficiary a copy of each such Leaselease, license and occupancy agreement. Grantor shall not do or suffer to be done any act that might result in a default by the landlord, lessor or licensor under any such Lease lease, license or occupancy agreement or allow the Tenant tenant, lessee or licensee thereunder to withhold payment or rent and, excet except as otherwise expressly permitted by the terms of Section 1.12 hereof, shall not further assign any such Lease or any such rents. Grantor, at no cost or expense to Grantee, shall enforce, short of termination, the performance and observance of each and every condition and covenant of each of the parties under such Leases. Grantor shall not, without the prior written consent of Grantee, modify any of the Leases, terminate or accept the surrender of any Leases, waive or release any other party from the performance or observance of any obligation or condition under such Leases except in the normal course of business in a manner which is consistent with sound and customary leasing and management practices for similar properties in the community in which the Property is located. Grantor shall not permit the prepayment of any rents under any of the Leases for more than one (1) month prior to the due date thereof. (b) Each commercial Lease executed after the date hereof affecting any of the Real Estate or the Improvements must provide, in a manner approved by Grantee, that the Tenant will recognize as its landlord, lessor or licensor, as applicable, and attorn to any person succeeding to the interest of Grantor upon any foreclosure of this Security Deed or deed in lieu of foreclosure. Each such commercial Lease shall also provide that, upon request of said successor-in-interest, the Tenant shall execute and deliver an instrument or instruments confirming its attornment as provided for in this Section; provided, however, that neither Grantee nor any successor-in-interest shall be bound by any payment of rental for more than one (1) month in advance, or any amendment or modification of said commercial Lease made without the express written consent of Grantee or said successor-in-interest. (c) Upon the occurrence of an Event of Default under this Security Deed, whether before or after the whole principal sum secured hereby is declared to be immediately due or whether before or after the institution of legal proceedings to foreclose this Security Deed, forthwith, upon demand of Grantee, Grantor shall surrender to Grantee and Grantee shall be entitled to take actual possession of the Property or any part thereof personally, or by its agent or attorneys. In such event, Grantee shall have, and Grantor hereby gives and grants to Grantee, the right, power and authority to make and enter into Leases with respect to the Property or portions thereof for such rents and for such periods of occupancy and upon conditions and provisions as Grantee may deem desirable in its sole discretion, and Grantor expressly acknowledges and agrees that the term of any such Lease may extend beyond the date of any foreclosure sale at the Property; it being the intention of Grantor that in such event Grantee shall be deemed to be and shall be the attorney-in-fact of Grantor for the purpose of making and entering into Leases of parts or portions of the Property for the rents and upon the terms, conditions and provisions deemed desirable to Grantee in its sole discretion and with like effect as if such Leases had been made by Grantor as the owner in fee simple of the Property free and clear of any conditions or limitations established by this Security Deed. The power and authority hereby given and granted by Grantor to Grantee shall be deemed to be coupled with an interest, shall not be revocable by Grantor so long as any indebtedness secured hereby is outstanding, shall survive the voluntary or involuntary dissolution of Grantor and shall not be affected by any disability or incapacity suffered by Grantor subsequent to the date hereof. In connection with any action taken by Grantee pursuant to this Section, Grantee shall not be liable for any loss sustained by Grantor resulting from any failure to let the Property, or any part threof, or from any other act or omission of Grantee in managing the Property, nor shall Grantee be obligated to perform or discharge any obligation, duty or liability under any Lease covering the Property or any part thereof or under or by reason of this instrument or the exercise of rights or remedies hereunder. Grantor shall, and does hereby, indemnify Grantee for, and hold Grantee harmless from, any and all claims, actions, demands, liabilities, loss or damage which may or might be incurred by Grantee under any such Lease or under this Security Deed or by the exercise of rights or remedies hereunder and from any and all claims and demands whatsoever which may be asserted against Grantee by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any such Lease other than those finally determined by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of Grantee. Should Grantee incur any such liability, the amount thereof, including, without limitation, costs, expenses and attorneys' fees, together with interest thereon at the Default Interest Rate from the date incurred by Grantee until actually paid by Grantor, shall be immediately due and payable to Grantee by Grantor on demand and shall be secured hereby and by all of the other Loan Documents securing all or any part of the indebtedness evidenced by the Note. Nothing in this Section shall impose on Grantee any duty, obligation or responsibility for the control, care, management or repair of the Property, or for the carrying out of any of the terms and conditions of any such Lease nor shall it operate to make Grantee responsible or liable for any waste committed on the Property by the Tenants or by any other parties or for any dangerous or defective condition of the Property, or for any negligence in the management, upkeep, repair or control of the Property. Grantor hereby assents to, ratifies and confirms any and all ations of Grantee with respect to the Property taken under this Section.1.13

Leases and Licenses. (a) Prior to execution of any Leases of space in the Improvements after the date hereof, Grantor shall submit to Grantee, for Grantee's prior approval, which approval shall not be unreasonably withheld, a copy of the form Lease Grantor plans to use in leasing space in the Improvements. All Leases of space in the Improvements shall be on terms consistent with the terms for similar leases in the market area of the Real Estate, shall provide for free rent only if the same is consistent with prevailing market conditions and shall provide for market rents then prevailing in the market area of the Real Estate. Grantor shall also submit to Grantee for Grantee's approval, which approval shall not be unreasonably withheld, prior to the execution thereof, any proposed Lease of the Improvements or any portion thereof that differs materially and adversely from the aforementioned form Lease. Grantor shall not execute any Lease for all or a substantial portion of the Property, except for an actual occupancy by the Tenant thereunder, and shall at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all Leases with respect to the Property, now or hereafter existing, on the part of the landlord, lessor or licensor thereunder to be kept and performed. Grantor Trustor shall furnish to GranteeBeneficiary, within ten (10) days after a written request by Grantee Beneficiary to do so, but in any event by January 1 of each yearnot more frequently than semi-annually, a current Rent Roll certified by Grantor as being true and correct written statement containing the names of all Tenants with respect to tenants, lessees and licensees of the Property, the terms of their respective Leasesleases, licenses or occupancy agreements, the spaces occupied and the rentals or fees payable thereunder and the amount of each tenant's security deposit. Upon the request of Grantee, Grantor shall deliver to Grantee a copy of each such Lease. Grantor shall not do or suffer to be done any act that might result in a default by the landlordlease, lessor or licensor under any such Lease or allow the Tenant thereunder to withhold payment or rent and, excet as otherwise expressly permitted by the terms of Section 1.12 hereof, shall not further assign any such Lease or any such rents. Grantor, at no cost or expense to Grantee, shall enforce, short of termination, the performance license and observance of each and every condition and covenant of each of the parties under such Leases. Grantor shall not, without the prior written consent of Grantee, modify any of the Leases, terminate or accept the surrender of any Leases, waive or release any other party from the performance or observance of any obligation or condition under such Leases except in the normal course of business in a manner which is consistent with sound and customary leasing and management practices for similar properties in the community in which the Property is located. Grantor shall not permit the prepayment of any rents under any of the Leases for more than one (1) month prior to the due date thereofoccupancy agreement. (b) Each commercial Lease executed after the date hereof affecting any of the Real Estate or the Improvements must provide, in a manner approved by Grantee, that the Tenant will recognize as its landlord, lessor or licensor, as applicable, and attorn to any person succeeding to the interest of Grantor upon any foreclosure of this Security Deed or deed in lieu of foreclosure. Each such commercial Lease shall also provide that, upon request of said successor-in-interest, the Tenant shall execute and deliver an instrument or instruments confirming its attornment as provided for in this Section; provided, however, that neither Grantee nor any successor-in-interest shall be bound by any payment of rental for more than one (1) month in advance, or any amendment or modification of said commercial Lease made without the express written consent of Grantee or said successor-in-interest. (c) Upon the occurrence of an Event of Default under this Security Deedhereunder, whether before or after the whole principal sum secured hereby is declared to be immediately due or whether before or after the institution of legal proceedings to foreclose this Security DeedDeed of Trust, forthwith, upon demand of GranteeBeneficiary, Grantor Trustor shall surrender to Grantee Beneficiary and Grantee Beneficiary shall be entitled to take actual possession of the Property or any part thereof personally, or by its agent or attorneys. In such event, Grantee Beneficiary shall have, and Grantor Trustor hereby gives and grants to GranteeBeneficiary, the right, power and authority to make and enter into Leases with respect to leases of the Property or portions thereof for such rents and for such periods of occupancy and upon conditions and provisions as Grantee Beneficiary may deem desirable in its sole discretiondesirable, and Grantor Trustor expressly acknowledges and agrees that the term of any such Lease lease may extend beyond the date of any foreclosure sale at of the Property; it being the intention of Grantor Trustor that in such event Grantee event, Beneficiary shall be deemed to be and shall be the attorney-in-fact of Grantor Trustor for the purpose of making and entering into Leases leases of parts or portions of the Property for the rents and upon the terms, conditions and provisions deemed desirable to Grantee in its sole discretion Beneficiary and with like effect as if such Leases leases had been made by Grantor Trustor as the owner in fee simple of the Property free and clear of any conditions or limitations established by this Security DeedDeed of Trust. The power and authority hereby given and granted by Grantor Trustor to Grantee Beneficiary shall be deemed to be coupled with an interest, interest and shall not be revocable by Grantor so long as any indebtedness secured hereby is outstanding, shall survive the voluntary or involuntary dissolution of Grantor and shall not be affected by any disability or incapacity suffered by Grantor subsequent to the date hereofTrustor. In connection with any action taken by Grantee Beneficiary pursuant to this SectionSECTION 2.10(B), Grantee Beneficiary shall not be liable for any loss sustained by Grantor Trustor resulting from any failure to let the Property, or any part threofthereof, or from any other act or omission of Grantee Beneficiary in managing the PropertyProperty unless such loss is caused by the gross negligence or willful misconduct of Beneficiary, nor shall Grantee Beneficiary be obligated to perform or discharge any obligation, duty or liability under any Lease lease or tenancy agreement covering the Property or any part thereof or under or by reason of this instrument or the exercise of rights or remedies hereunder. Grantor Trustor shall, and does hereby, agree to indemnify Grantee Beneficiary for, and to hold Grantee Beneficiary harmless from, any and all claims, actions, demands, liabilities, loss or damage which (including, without limitation, attorneys' fees and costs) that may or might be incurred by Grantee Beneficiary under any such Lease lease or tenancy agreement or under this Security Deed of Trust or by the exercise of rights or remedies hereunder and from any and all claims and demands whatsoever which that may be asserted against Grantee Beneficiary by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any such Lease other than those finally determined by a court lease agreement, except for acts of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of Granteeby Beneficiary. Should Grantee Beneficiary incur any such liability, the amount thereof, including, without limitation, reasonable costs, expenses and attorneys' fees, together with interest thereon at the Default Interest Rate from defined in the date incurred by Grantee until actually paid by GrantorNote, shall be immediately due and payable to Grantee by Grantor on demand and shall be secured hereby and by all of the other Loan Documents securing all or any part of the indebtedness evidenced by the Noteshall be a demand obligation hereunder. Nothing in this Section SECTION 2.10(B) shall impose on Grantee any duty, obligation or responsibility upon Beneficiary for the control, care, management or repair of the Property, or for the carrying out of any of the terms and conditions of any such Lease lease agreement, nor shall it operate to make Grantee Beneficiary responsible or liable for any waste committed on the Property by the Tenants tenants or by any other parties or for any dangerous or defective condition of the Property, or for any negligence in the management, upkeep, repair or control of the Property. Grantor hereby assents toProperty resulting in loss or injury or death to any tenant, ratifies and confirms any and all ations licensee, SWI California Deed of Grantee with respect to the Property taken under this Section.Trust

Leases and Licenses. (a) Prior to execution Grantor covenants and agrees that it shall not enter into any lease affecting 5,000 square feet or more of the Property or having a term (including any Leases renewal or extension term) of space in more than 10 years without the Improvements after the date hereof, Grantor shall submit to Grantee, for Grantee's prior approvalwritten approval of Beneficiary, which approval shall not be unreasonably withheld. The request for approval of each such proposed new lease shall be made to Beneficiary in writing and shall state that, pursuant to the terms of this Deed of Trust, failure to approve or disapprove such proposed lease within ten (10) business days is deemed approval and Grantor shall furnish to Beneficiary (and any loan servicer specified from time to time by Beneficiary): (i) such biographical and financial information about the proposed tenant as Beneficiary may require in conjunction with its review, (ii) a copy of the proposed form Lease Grantor plans of lease, and (iii) a summary of the material terms of such proposed lease (including, without limitation, rental terms and the term of the proposed lease and any options). It is acknowledged that Beneficiary intends to use in leasing space include among its criteria for approval of any such proposed lease the following: (i) such lease shall be with a bona-fide arm’s length tenant; (ii) such lease shall not contain any rental or other concessions which are not then customary and reasonable for similar properties and leases in the Improvements. All Leases market area of space the Land; (iii) such lease shall provide that the tenant pays for its expenses; (iv) the rental shall be at least at the market rate then prevailing for similar properties and leases in the Improvements market areas of the Land; and (v) such lease shall contain subordination and attornment provisions in form and content acceptable to Beneficiary. Failure of Beneficiary to approve or disapprove any such proposed lease within ten (10) business days after receipt of such written request and all the documents and information required to be furnished to Beneficiary with such request shall be deemed approval, provided that the written request for approval specifically mentioned the same. (b) All other leases shall be written on the standard form lease (without any material changes) which Beneficiary has approved (which approval shall not be unreasonably withheld or delayed) and shall be on arm’s length terms consistent with the terms for similar leases in the market area of the Real EstateXxxxxxx County, Colorado, shall provide for free rent only if the same is consistent with prevailing market conditions and shall provide for market rents then prevailing in the market area of the Real EstateXxxxxxx County, Colorado. Grantor shall also submit to Grantee Beneficiary for Grantee's Beneficiary’s approval, which approval shall not be unreasonably withheldwithheld or delayed, prior to the execution thereof, any proposed Lease lease, license or occupancy agreement of the Improvements Property or any portion thereof that differs materially and adversely from the aforementioned form Leaselease. Grantor shall not execute any Lease lease, license or occupancy agreement for all or a substantial portion of the Property, except for an actual occupancy by the Tenant tenant, lessee or licensee thereunder, and shall at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all Leases leases, licenses and occupancy agreements with respect to the Property, now or hereafter existing, on the part of the landlord, lessor or licensor thereunder to be kept and performed. In addition to the requirements set forth in Section 1.18(c) of this Deed of Trust, Grantor shall furnish to GranteeBeneficiary, within ten (10) days after a written request by Grantee Beneficiary to do so, but in any event by January 1 of each year, a current Rent Roll rent roll, certified by Grantor as being true and correct correct, containing the names of all Tenants tenants, lessees and licensees with respect to the Property, the terms of their respective Leasesleases, licenses or occupancy agreements, the spaces occupied and the rentals or fees payable thereunder and the amount of each tenant's ’s security deposit. Upon the written request of GranteeBeneficiary, Grantor shall deliver to Grantee Beneficiary a copy of each such Leaselease, license and occupancy agreement. Grantor shall not do or suffer to be done any act that might result in a default by the landlord, lessor or licensor under any such Lease lease, license or occupancy agreement or allow the Tenant tenant, lessee or licensee thereunder to withhold payment or rent except as may be expressly permitted by the terms of the applicable lease and, excet except as otherwise expressly permitted by the terms of Section 1.12 1.13 hereof, shall not further assign any such Lease lease, license or occupancy agreement or any such rents. Grantor, at no cost or expense to GranteeBeneficiary, shall enforce, short of termination, the performance and observance of each and every condition and covenant of each of the parties under such Leasesleases. Grantor shall not, without the prior written consent of GranteeBeneficiary, modify any of the Leasesleases, terminate or accept the surrender of any Leasesleases, waive or release any other party from the performance or observance of any obligation or condition under such Leases except leases except, with respect only to leases affecting less than 5,000 square feet and having a term often (10) years or less, in the normal course of business in a manner which is consistent with sound and customary leasing and management practices for similar properties in the community in which the Property is located. Grantor shall not permit the prepayment of any rents under any of the Leases leases for more than one (1) month prior to the due date thereof. (b) Each commercial Lease executed after the date hereof affecting any of the Real Estate or the Improvements must provide, in a manner approved by Grantee, that the Tenant will recognize as its landlord, lessor or licensor, as applicable, and attorn to any person succeeding to the interest of Grantor upon any foreclosure of this Security Deed or deed in lieu of foreclosure. Each such commercial Lease shall also provide that, upon request of said successor-in-interest, the Tenant shall execute and deliver an instrument or instruments confirming its attornment as provided for in this Section; provided, however, that neither Grantee nor any successor-in-interest shall be bound by any payment of rental for more than one (1) month in advance, or any amendment or modification of said commercial Lease made without the express written consent of Grantee or said successor-in-interest. (c) Upon the occurrence of an Event of Default under this Security Deed, whether before or after the whole principal sum secured hereby is declared to be immediately due or whether before or after the institution of legal proceedings to foreclose this Security Deed, forthwith, upon demand of Grantee, Grantor shall surrender to Grantee and Grantee shall be entitled to take actual possession of the Property or any part thereof personally, or by its agent or attorneys. In such event, Grantee shall have, and Grantor hereby gives and grants to Grantee, the right, power and authority to make and enter into Leases with respect to the Property or portions thereof for such rents and for such periods of occupancy and upon conditions and provisions as Grantee may deem desirable in its sole discretion, and Grantor expressly acknowledges and agrees that the term of any such Lease may extend beyond the date of any foreclosure sale at the Property; it being the intention of Grantor that in such event Grantee shall be deemed to be and shall be the attorney-in-fact of Grantor for the purpose of making and entering into Leases of parts or portions of the Property for the rents and upon the terms, conditions and provisions deemed desirable to Grantee in its sole discretion and with like effect as if such Leases had been made by Grantor as the owner in fee simple of the Property free and clear of any conditions or limitations established by this Security Deed. The power and authority hereby given and granted by Grantor to Grantee shall be deemed to be coupled with an interest, shall not be revocable by Grantor so long as any indebtedness secured hereby is outstanding, shall survive the voluntary or involuntary dissolution of Grantor and shall not be affected by any disability or incapacity suffered by Grantor subsequent to the date hereof. In connection with any action taken by Grantee pursuant to this Section, Grantee shall not be liable for any loss sustained by Grantor resulting from any failure to let the Property, or any part threof, or from any other act or omission of Grantee in managing the Property, nor shall Grantee be obligated to perform or discharge any obligation, duty or liability under any Lease covering the Property or any part thereof or under or by reason of this instrument or the exercise of rights or remedies hereunder. Grantor shall, and does hereby, indemnify Grantee for, and hold Grantee harmless from, any and all claims, actions, demands, liabilities, loss or damage which may or might be incurred by Grantee under any such Lease or under this Security Deed or by the exercise of rights or remedies hereunder and from any and all claims and demands whatsoever which may be asserted against Grantee by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any such Lease other than those finally determined by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of Grantee. Should Grantee incur any such liability, the amount thereof, including, without limitation, costs, expenses and attorneys' fees, together with interest thereon at the Default Interest Rate from the date incurred by Grantee until actually paid by Grantor, shall be immediately due and payable to Grantee by Grantor on demand and shall be secured hereby and by all of the other Loan Documents securing all or any part of the indebtedness evidenced by the Note. Nothing in this Section shall impose on Grantee any duty, obligation or responsibility for the control, care, management or repair of the Property, or for the carrying out of any of the terms and conditions of any such Lease nor shall it operate to make Grantee responsible or liable for any waste committed on the Property by the Tenants or by any other parties or for any dangerous or defective condition of the Property, or for any negligence in the management, upkeep, repair or control of the Property. Grantor hereby assents to, ratifies and confirms any and all ations of Grantee with respect to the Property taken under this Section.

Leases and Licenses. (a) Prior to execution of any Leases of space in the Improvements after the date hereof, Grantor shall submit to Grantee, for Grantee's prior approval, which approval shall not be unreasonably withheld, a copy of the form Lease Grantor plans to use in leasing space in the Improvements. All Leases of space in the Improvements shall be on terms consistent with the terms for similar leases in the market area of the Real Estate, shall provide for free rent only if the same is consistent with prevailing market conditions and shall provide for market rents then prevailing in the market area of the Real Estate. Grantor shall also submit to Grantee for Grantee's approval, which approval shall not be unreasonably withheld, prior to the execution thereof, any proposed Lease of the Improvements or any portion thereof that differs materially and adversely from the aforementioned form Lease. Grantor shall not execute any Lease for all or a substantial portion of the Property, except for an actual occupancy by the Tenant thereunder, and shall at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all Leases with respect to the Property, now or hereafter existing, on the part of the landlord, lessor or licensor thereunder to be kept and performed. Grantor Trustor shall furnish to GranteeBeneficiary, within ten (10) days after a written request by Grantee Beneficiary to do so, but in any event by January 1 of each yearnot more frequently than semi-annually, a current Rent Roll certified by Grantor as being true and correct written statement containing the names of all Tenants with respect to tenants, lessees and licensees of the Property, the terms of their respective Leasesleases, licenses or occupancy agreements, the spaces occupied and the rentals or fees payable thereunder and the amount of each tenant's security deposit. Upon the request of Grantee, Grantor shall deliver to Grantee a copy of each such Lease. Grantor shall not do or suffer to be done any act that might result in a default by the landlordlease, lessor or licensor under any such Lease or allow the Tenant thereunder to withhold payment or rent and, excet as otherwise expressly permitted by the terms of Section 1.12 hereof, shall not further assign any such Lease or any such rents. Grantor, at no cost or expense to Grantee, shall enforce, short of termination, the performance license and observance of each and every condition and covenant of each of the parties under such Leases. Grantor shall not, without the prior written consent of Grantee, modify any of the Leases, terminate or accept the surrender of any Leases, waive or release any other party from the performance or observance of any obligation or condition under such Leases except in the normal course of business in a manner which is consistent with sound and customary leasing and management practices for similar properties in the community in which the Property is located. Grantor shall not permit the prepayment of any rents under any of the Leases for more than one (1) month prior to the due date thereofoccupancy agreement. (b) Each commercial Lease executed after the date hereof affecting any of the Real Estate or the Improvements must provide, in a manner approved by Grantee, that the Tenant will recognize as its landlord, lessor or licensor, as applicable, and attorn to any person succeeding to the interest of Grantor upon any foreclosure of this Security Deed or deed in lieu of foreclosure. Each such commercial Lease shall also provide that, upon request of said successor-in-interest, the Tenant shall execute and deliver an instrument or instruments confirming its attornment as provided for in this Section; provided, however, that neither Grantee nor any successor-in-interest shall be bound by any payment of rental for more than one (1) month in advance, or any amendment or modification of said commercial Lease made without the express written consent of Grantee or said successor-in-interest. (c) Upon the occurrence of an Event of Default under this Security Deedhereunder, whether before or after the whole principal sum secured hereby is declared to be immediately due or whether before or after the institution of legal proceedings to foreclose this Security DeedDeed of Trust, forthwith, upon demand of GranteeBeneficiary, Grantor Trustor shall surrender to Grantee Beneficiary and Grantee Beneficiary shall be entitled to take actual possession of the Property or any part thereof personally, or by its agent or attorneys. In such event, Grantee Beneficiary shall have, and Grantor Trustor hereby gives and grants to GranteeBeneficiary, the right, power and authority to make and enter into Leases with respect to leases of the Property or portions thereof for such rents and for such periods of occupancy and upon conditions and provisions as Grantee Beneficiary may deem desirable in its sole discretiondesirable, and Grantor Trustor expressly acknowledges and agrees that the term of any such Lease lease may extend beyond the date of any foreclosure sale at of the Property; it being the intention of Grantor Trustor that in such event Grantee event, Beneficiary shall be deemed to be and shall be the attorney-in-fact of Grantor Trustor for the purpose of making and entering into Leases leases of parts or portions of the Property for the rents and upon the terms, conditions and provisions deemed desirable to Grantee in its sole discretion Beneficiary and with like effect as if such Leases leases had been made by Grantor Trustor as the owner in fee simple of the Property free and clear of any conditions or limitations established by this Security DeedDeed of Trust. The power and authority hereby given and granted by Grantor Trustor to Grantee Beneficiary shall be deemed to be coupled with an interest, interest and shall not be revocable by Grantor so long as any indebtedness secured hereby is outstanding, shall survive the voluntary or involuntary dissolution of Grantor and shall not be affected by any disability or incapacity suffered by Grantor subsequent to the date hereofTrustor. In connection with any action taken by Grantee Beneficiary pursuant to this SectionSECTION 2.10(B), Grantee Beneficiary shall not be liable for any loss sustained by Grantor Trustor resulting from any failure to let the Property, or any part threofthereof, or from any other act or omission of Grantee Beneficiary in managing the PropertyProperty unless such loss is caused by the gross negligence or willful misconduct of Beneficiary, nor shall Grantee Beneficiary be obligated to perform or discharge any obligation, duty or liability under any Lease lease or tenancy agreement covering the Property or any part thereof or under or by reason of this instrument or the exercise of rights or remedies hereunder. Grantor Trustor shall, and does hereby, agree to indemnify Grantee Beneficiary for, and to hold Grantee Beneficiary harmless from, any and all claims, actions, demands, liabilities, loss or damage which (including, without limitation, attorneys' fees and costs) that may or might be incurred by Grantee Beneficiary under any such Lease lease or tenancy agreement or under this Security Deed of Trust or by the exercise of rights or remedies hereunder and from any and all claims and demands whatsoever which that may be asserted against Grantee Beneficiary by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any such Lease other than those finally determined by a court lease agreement, except for acts of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of Granteeby Beneficiary. Should Grantee Beneficiary incur any such liability, the amount thereof, including, without limitation, reasonable costs, expenses and attorneys' fees, together with interest thereon at the Default Interest Rate from defined in the date incurred by Grantee until actually paid by GrantorNote, shall be immediately due and payable to Grantee by Grantor on demand and shall be secured hereby and by all of the other Loan Documents securing all or any part of the indebtedness evidenced by the Noteshall be a demand obligation hereunder. Nothing in this Section SECTION 2.10(B) shall impose on Grantee any duty, obligation or responsibility upon Beneficiary for the control, care, management or repair of the Property, or for the carrying out of any of the terms and conditions of any such Lease lease agreement, nor shall it operate to make Grantee Beneficiary responsible or liable for any waste committed on the Property by the Tenants tenants or by any other parties or for any dangerous or defective condition of the Property, or for any negligence in the management, upkeep, repair or control of the Property. Grantor hereby assents toProperty resulting in loss or injury or death to any tenant, ratifies and confirms any and all ations licensee, SWI California Leasehold Deed of Grantee with respect to the Property taken under this Section.Trust

Leases and Licenses. (a) Prior to the date hereof, Trustor has submitted to Beneficiary for approval a copy of the form or forms of Lease Trustor uses in leasing space in the Improvements. After the date hereof, but prior to execution of any new Leases of space in the Improvements after the date hereofImprovements, Grantor Trustor shall submit to GranteeBeneficiary, for Grantee's Beneficiary’s prior approval, which approval shall not be unreasonably withheld, a copy of the any new form Lease Grantor Trustor plans to use in leasing space in the ImprovementsImprovements which differs materially from the form or forms of Lease previously submitted to Beneficiary for approval. All Leases and modifications of Leases of space in the Improvements shall be on terms consistent with the terms for similar leases in the market area of the Real Estate, shall provide for free rent only if the same is consistent with prevailing market conditions and shall provide for market rents then prevailing in the market area of the Real Estate. Grantor Such Leases shall also provide for security deposits in reasonable amounts consistent with prevailing market conditions. Trustor shall also submit to Grantee Beneficiary for Grantee's Beneficiary’s approval, which approval shall not be unreasonably withheldwithheld or delayed, prior to the execution thereof, any proposed Lease of the Improvements Improvements, or any portion thereof thereof, or any modification of Lease, that differs materially and adversely from the aforementioned form Lease, including, without limitation, such Leases which fail to contain the provisions required under Section 1.8(b) hereof. Grantor Trustor shall not execute any Lease for all or a substantial portion of the Property, except for an actual occupancy by the Tenant lessee or licensee thereunder, and shall at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all Leases with respect to the Property, now or hereafter existing, on the part of the landlord, lessor or licensor thereunder to be kept and performed. Grantor shall furnish to Grantee, within ten (10) days after a request by Grantee to do so, but in any event by January 1 of each year, a current Rent Roll certified by Grantor as being true and correct containing the names of all Tenants with respect to the Property, the terms of their respective Leases, the spaces occupied and the rentals or fees payable thereunder and the amount of each tenant's security deposit. Upon the request of GranteeBeneficiary, Grantor Trustor shall deliver to Grantee Beneficiary a copy of each such Lease. Grantor Promptly after its full execution, Trustor shall deliver a complete copy of every Lease and amendment of a Lease. Trustor shall not do or suffer to be done any act act, or omit to take any action, that might result in a default by the landlord, lessor or licensor under any such Lease or allow the Tenant thereunder to withhold payment of rent or rent and, excet as otherwise expressly permitted by the terms of Section 1.12 hereof, cancel or terminate same and shall not further assign any such Lease Lease, Rents or any such rentsProfits. GrantorTrustor, at no cost or expense to GranteeBeneficiary, shall enforce, short of termination, the performance and observance of each and every condition and covenant of each of the parties under such LeasesLeases and Trustor shall not anticipate, discount, release, waive, compromise or otherwise discharge any rent payable under any of the Leases except in the normal course of business in a manner which is consistent with sound and customary leasing and management practices for similar properties in the community in which the Property is located and in such manner as is most consistent with maintaining or enhancing the value of the Property. Grantor Trustor shall not, without the prior written consent of GranteeBeneficiary, modify any of the Leases, terminate or accept the surrender of any Leases, waive or release any other party from the performance or observance of any obligation or condition under such Leases except in the normal course of business in a manner which is consistent with sound and customary leasing and management practices for similar properties in the community in which the Property is locatedlocated and in such manner as is most consistent with maintaining or enhancing the value of the Property. Grantor From the date hereof, Trustor shall not permit enter into any new lease which permits the prepayment of any rents under any of the Leases for more than one (1) month prior to the due date thereof. (b) Each commercial Lease executed after the date hereof affecting any of the Real Estate or the Improvements must provide, in a manner approved by GranteeBeneficiary, that the Tenant Tenant, will recognize as its landlord, lessor or licensor, as applicable, and attorn to any person succeeding to the interest of Grantor Trustor upon any foreclosure of this Security Deed of Trust or deed in lieu of foreclosure. Each such commercial Lease shall also provide that, upon request of said successor-in-interest, the Tenant shall execute and deliver an instrument or instruments confirming its attornment as provided for in this Section; provided, however, that (x) neither Grantee Beneficiary nor any successor-in-interest shall be bound by any payment of rental rent for more than one (1) month in advance, advance (unless such rent is delivered and retained by Beneficiary) or any material amendment or modification of said commercial Lease made without the express written consent of Grantee Beneficiary or said successor-in-interest, and (y) neither Beneficiary nor said successor-in-interest shall be bound by any indemnity or other obligation of Trustor accruing prior to foreclosure of this Deed of Trust or deed in lieu of foreclosure, and (z) neither Beneficiary nor successor-in-interest shall be bound by any construction obligation of Trustor, unless ratified by Beneficiary or said successor-in-interest. (c) Subject to Rating Confirmation (as defined in the Loan Agreement), Beneficiary may at any time and from time to time by specific written instrument intended for such purpose, unilaterally subordinate the lien of this Deed of Trust to any Lease, without joinder or consent of, or notice to, Trustor, any tenant or any other person. Notice is hereby given to each tenant under a Lease of such right to subordinate. No subordination referred to in this Section shall constitute a subordination to any lien or other encumbrance, whenever arising, or improve the right of any junior lienholder. Nothing herein shall be construed as subordinating this Deed of Trust to any Lease. (d) Upon the occurrence and during the continuance of an Event of Default under this Security DeedDeed of Trust, whether before or after the whole principal sum secured hereby is Secured Obligations are declared to be immediately due or whether before or after the institution of legal proceedings to foreclose this Security DeedDeed of Trust, forthwith, upon demand of GranteeBeneficiary, Grantor Trustor shall surrender to Grantee Beneficiary and Grantee Beneficiary shall be entitled to take take, actual possession of the Property or any part thereof personally, or by its agent or attorneys. In such event, Grantee Beneficiary shall have, and Grantor Trustor hereby gives and grants to GranteeBeneficiary, the right, power and authority to make and enter into Leases with respect to the Property or portions thereof for such rents and for such periods of occupancy and upon conditions and provisions as Grantee Beneficiary may deem desirable in its sole discretion, and Grantor Trustor expressly acknowledges and agrees that the term of any such Lease may extend beyond the date of any foreclosure sale at of the Property; , it being the intention of Grantor Trustor that in such event Grantee Beneficiary shall be deemed to be and shall be the attorney-in-fact of Grantor Trustor for the purpose of making and entering into Leases of parts or portions of the Property for the rents and upon the terms, conditions and provisions deemed desirable to Grantee Beneficiary in its sole discretion and with like effect as if such Leases had been made by Grantor Trustor as the owner in fee simple of the Property free and clear of any conditions or limitations established by this Security DeedDeed of Trust. The power and authority hereby given and granted by Grantor Trustor to Grantee Beneficiary shall be deemed to be coupled with an interest, shall not be revocable by Grantor Trustor so long as any indebtedness secured hereby portion of the Secured Obligations is outstanding, shall survive the voluntary or involuntary dissolution of Grantor Trustor and shall not be affected by any disability or incapacity suffered by Grantor Trustor subsequent to the date hereof. In connection with any action taken by Grantee Beneficiary pursuant to this Section, Grantee Beneficiary shall not be liable for any loss sustained by Grantor Trustor resulting from any failure to let the Property, or any part threofthereof, or from any other act or omission of Grantee Beneficiary in managing the Property, nor shall Grantee Beneficiary be obligated to perform or discharge any obligation, duty or liability under any Lease covering the Property or any part thereof or under or by reason of this instrument or the exercise of rights or remedies hereunder. Grantor shallTRUSTOR SHALL, and does herebyAND DOES HEREBY, indemnify Grantee forINDEMNIFY BENEFICIARY FOR, and hold Grantee harmless fromAND HOLD BENEFICIARY HARMLESS FROM, any and all claimsANY AND ALL CLAIMS, actionsACTIONS, demandsDEMANDS, liabilitiesLIABILITIES, loss or damage which may or might be incurred by Grantee under any such Lease or under this Security Deed or by the exercise of rights or remedies hereunder and from any and all claims and demands whatsoever which may be asserted against Grantee by reason of any alleged obligations or undertakings on its part to perform or discharge any of the termsLOSS OR DAMAGE WHICH MAY OR MIGHT BE INCURRED BY BENEFICIARY UNDER ANY SUCH LEASE OR UNDER THIS DEED OF TRUST OR BY THE EXERCISE OF RIGHTS OR REMEDIES HEREUNDER AND FROM ANY AND ALL CLAIMS AND DEMANDS WHATSOEVER WHICH MAY BE ASSERTED AGAINST BENEFICIARY BY REASON OF ANY ALLEGED OBLIGATIONS OR UNDERTAKINGS ON ITS PART TO PERFORM OR DISCHARGE ANY OF THE TERMS, covenants or agreements contained in any such Lease other than those finally determined by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of GranteeCOVENANTS OR AGREEMENTS CONTAINED IN ANY SUCH LEASE OTHER THAN THOSE FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED SOLELY FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF BENEFICIARY. Should Grantee Beneficiary incur any such liability, the amount thereof, including, without limitation, costs, expenses and reasonable attorneys' ’ fees, together with interest thereon at the Default Interest Rate from the date incurred by Grantee Beneficiary until actually paid by GrantorTrustor, shall be immediately due and payable to Grantee Beneficiary by Grantor Trustor on demand and shall be secured hereby and by all of the other Loan Documents securing all or any part of the indebtedness evidenced by the NoteSecured Obligations. Nothing in this Section shall impose on Grantee Beneficiary any duty, obligation or responsibility for the control, care, management or repair of the Property, or for the carrying out of any of the terms and conditions of any such Lease Lease, nor shall it operate to make Grantee Beneficiary responsible or liable for any waste committed on the Property by the Tenants or by any other parties or for any dangerous or defective condition of the Property, or for any negligence in the management, upkeep, repair or control of the Property. Grantor Trustor hereby assents to, ratifies and confirms any and all ations actions of Grantee Beneficiary with respect to the Property taken under this Section. (e) Trustor covenants and agrees that it shall not enter into, modify or terminate any Lease (x) affecting fifty percent (50%) or more of the gross leasable area of the Improvements on any Property Parcel, or (y) affecting 10,000 square feet or more of any Property Parcel that is a multi-tenant office building or, 40,000 square feet or more in the case of any other type of Property Parcel, or (z) having a term (which shall include any and all extension periods) of ten (10) years or more, without the prior written approval of Beneficiary, which approval shall not be unreasonably withheld. Trustor (as required) shall furnish to Beneficiary (and any loan servicer specified from time to time by Beneficiary): (i) such biographical and financial information about the proposed Tenant as Beneficiary may require in conjunction with its review, (ii) a copy of the proposed form of Lease or modification, (iii) a summary of the material terms of such proposed Lease or modification (including, without limitation, rental terms and the term of the proposed lease or modification and any options) and (iv) such other information as Beneficiary may reasonably request. It is acknowledged that Beneficiary intends to include (as applicable) among its criteria for approval the following: (i) such Lease or modification shall be with a bona-fide arm’s-length Tenant; (ii) such Lease or modification shall not contain any rental or other concessions which are not then customary and reasonable for similar properties and Leases in the market area of the Property Parcel; (iii) such Lease or modification shall provide that the Tenant pays for its expenses; (iv) the rental shall be at least at the market rate then prevailing for similar properties and leases in the market area of the Property Parcel; and (v) such Lease shall contain subordination and attornment provisions in form and content acceptable to Beneficiary. All notices requesting Beneficiary’s approval shall clearly and prominently state “APPROVAL REQUEST” thereon. If Beneficiary has not responded to the Trustor’s request for Lease approval after ten (10) days from that date such approval request is deemed received (as provided in the provisions governing the giving of notices in the Loan Agreement), Trustor shall send a second notice which contains a legend on the face of the envelope and on such notice, printed in bold typeface of at least 10 pitch or larger which reads: “FAILURE TO RESPOND TO THE ENCLOSED REQUEST WITHIN FIVE (5) DAYS OF RECEIPT HEREOF IS DEEMED APPROVAL.” If Beneficiary fails to respond to the second notice within five (5) days after receipt of such second request, such Lease shall be deemed approved, provided that all the documents and information required to be furnished to Mortgagee in connection with such request notice have been properly furnished pursuant to this Section 1.8(e). Beneficiary shall be entitled to charge and Trustor agrees to pay to Beneficiary the administrative fees incurred in connection with the review, approval and other matters relating to Leases, including without limitation, all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees).

Leases and Licenses. (a) Prior Subject to Section 1.12(d) below, prior to execution of any Leases of space in the Improvements or otherwise at the Property after the date hereof, Grantor Mortgagor shall submit to GranteeMortgagee, for Grantee's Mortgagee’s prior approval, which approval shall not be unreasonably withheld, a copy of the form Lease Grantor lease Mortgagor plans to use in leasing space in the Improvements. All Leases of space in the Improvements or otherwise at the Property shall be on terms consistent with the terms for similar leases in the market area of the Real Estate, shall provide for free rent only if the same is consistent with prevailing market conditions and shall provide for market rents then prevailing in the market area of the Real Estate. Grantor Such Leases shall also provide for security deposits in reasonable amounts consistent with prevailing market conditions. Mortgagor shall also submit to Grantee Mortgagee for Grantee's approval, Mortgagee’s approval (which approval shall not be unreasonably withheld, and shall be deemed approved after fifteen (15) business days, provided such request is made in the same manner as set forth in subparagraph (d) below), prior to the execution thereof, any proposed Lease of the Improvements or any portion thereof that differs materially and adversely from the aforementioned form Lease. Grantor Mortgagor shall not execute any Lease for all or a substantial portion of the Property, except for an actual occupancy by the Tenant lessee or licensee thereunder, and shall at all times promptly and faithfully perform, or cause to be performed, in all material respects, all of the covenants, conditions and agreements contained in all Leases with respect to the Property, now or hereafter existing, on the part of the landlord, lessor or licensor thereunder to be kept and performed. Grantor Mortgagor shall promptly send to Mortgagee copies of all notices of default which Mortgagor shall send or receive under any Lease. Mortgagor shall furnish to GranteeMortgagee, upon request from time to time, a copy of each Lease and upon Mortgage’s request, Mortgagor shall use reasonable efforts to obtain an estoppel certificate from the tenant under each Lease (provided that Mortgagor shall not be required to deliver such certificates more frequently than twice in any calendar year). Mortgagor shall furnish to Mortgagee, within ten (10) days after a request by Grantee Mortgagee to do so, but in any event by January 1 no later than ten (10) days after the end of each yearcalendar quarter, a current Rent Roll certified by Grantor Xxxxxxxxx as being true and correct containing the names of all Tenants with respect to the PropertyTenants, the terms of their respective Leases, the spaces occupied and the rentals or fees payable thereunder and the amount of each tenant's Tenant’s security deposit. Upon the request of Grantee, Grantor shall deliver to Grantee a copy of each such Lease. Grantor Mortgagor (i) shall not do or suffer to be done any act act, or omit to take any action, that might result in a default by the landlord, lessor or licensor under any such Lease or allow the Tenant thereunder to withhold payment of rent or rent and, excet as otherwise expressly permitted by the terms of Section 1.12 hereof, cancel or terminate same; (ii) shall not further assign any such Lease or any such rents. Grantor, at no cost the Rents or expense to Grantee, Profits; (iii) shall enforce, short of termination, the performance and observance of each and every material condition and covenant of each of the parties under such Leases; (iv) shall not anticipate, discount, release, waive, compromise or otherwise discharge any rent payable under any of the Leases; and (v) shall not consent to any assignment of or subletting under any Lease not in accordance with its terms, unless Mortgagor is not entitled to withhold its consent under the terms of such Lease. Grantor With respect to Leases not covered under subparagraph (d), below, Mortgagor shall not, without the prior written consent of GranteeMortgagee in each instance (which consent shall not be unreasonably withheld), modify any of the LeasesLeases (including, but not limited to, any guaranty, letter of credit or other credit support thereof) or terminate or accept the surrender of any Leases, or waive or release any other party from the performance or observance of any obligation or condition under such Leases except in the normal course of business in a manner which is consistent with sound and customary leasing and management practices for similar properties in the community in which the Property is located. Grantor Mortgagor shall not permit the prepayment of any rents under any of the Leases for more than one (1) month prior to the due date thereof. (b) Each commercial Lease executed after the date hereof affecting any of the Real Estate or the Improvements must provide, in a manner approved by GranteeMortgagee, that such Lease is subject and subordinate to this Mortgage and that the Tenant Tenant, will recognize as its landlord, lessor or licensor, as applicable, and attorn to any person succeeding to the interest of Grantor Mortgagor under such Lease upon any foreclosure of this Security Deed Mortgage or deed in lieu of foreclosure. Each such commercial Lease shall also provide that, upon request of said successor-in-interest, the Tenant shall execute and deliver an instrument or instruments confirming its attornment as provided for in this Section; provided, however, that neither Grantee Mortgagee nor any successor-in-interest shall be bound by any payment of rental rent for more than one (1) month in advance, or any amendment or modification of said commercial Lease made without the express written consent of Grantee Mortgagee or said successor-in-interest. (c) Upon the occurrence of an Event of Default under this Security DeedMortgage, whether before or after the whole principal sum secured hereby is declared to be immediately due or whether before or after the institution of legal proceedings to foreclose this Security DeedMortgage, forthwith, upon demand of GranteeMortgagee, Grantor Mortgagor shall surrender to Grantee Mortgagee and Grantee Mortgagee shall be entitled to take take, actual possession of the Property or any part thereof personally, or by its agent or attorneys. In such event, Grantee Mortgagee shall have, and Grantor Mortgagor hereby gives and grants to GranteeMortgagee, the right, power and authority to make and enter into Leases with respect to the Property or portions thereof for such rents and for such periods of occupancy and upon conditions and provisions as Grantee Mortgagee may deem desirable in its sole discretion, and Grantor Mortgagor expressly acknowledges and agrees that the term of any such Lease may extend beyond the date of any foreclosure sale at of the Property; , it being the intention of Grantor Mortgagor that in such event Grantee Mortgagee shall be deemed to be and shall be the attorney-in-fact of Grantor Mortgagor for the purpose of making and entering into Leases of parts or portions of the Property for the rents and upon the terms, conditions and provisions deemed desirable to Grantee Mortgagee in its sole discretion and with like effect as if such Leases had been made by Grantor Mortgagor as the owner in fee simple of the Property free and clear of any conditions or limitations established by this Security DeedMortgage. The power and authority hereby given and granted by Grantor Mortgagor to Grantee Mortgagee shall be deemed to be coupled with an interest, shall not be revocable by Grantor Mortgagor so long as any indebtedness secured hereby portion of the Debt is outstanding, shall survive the voluntary or involuntary dissolution of Grantor Mortgagor and shall not be affected by any disability or incapacity suffered by Grantor Xxxxxxxxx subsequent to the date hereof. In connection with any action taken by Grantee Mortgagee pursuant to this Section, Grantee Mortgagee shall not be liable for any loss sustained by Grantor Mortgagor resulting from any failure to let the Property, or any part threofthereof, or from any other act or omission of Grantee Mortgagee in managing the Property, nor shall Grantee Mortgagee be obligated to perform or discharge any obligation, duty or liability under any Lease covering the Property or any part thereof or under or by reason of this instrument or the exercise of rights or remedies hereunder. Grantor Mortgagor shall, and does hereby, indemnify Grantee Mortgagee for, and hold Grantee Mortgagee harmless from, any and all claims, actions, demands, liabilities, loss or damage which may or might be incurred by Grantee Mortgagee under any such Lease or under this Security Deed Mortgage or by the exercise of rights or remedies hereunder and from any and all claims and demands whatsoever which may be asserted against Grantee Mortgagee by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any such Lease other than those finally determined by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of GranteeMortgagee. Should Grantee Mortgagee incur any such liability, the amount thereof, including, without limitation, costs, expenses and reasonable attorneys' ’ fees, together with interest thereon at the Default Interest Rate from the date incurred by Grantee Mortgagee until actually paid by GrantorXxxxxxxxx, shall be immediately due and payable to Grantee Mortgagee by Grantor Xxxxxxxxx on demand and shall be secured hereby and by all of the other Loan Documents securing all or any part of the indebtedness evidenced by the NoteDebt. Nothing in this Section shall impose on Grantee Mortgagee any duty, obligation or responsibility for the control, care, management or repair of the Property, or for the carrying out of any of the terms and conditions of any such Lease Lease, nor shall it operate to make Grantee Mortgagee responsible or liable for any waste committed on the Property by the Tenants or by any other parties or for any dangerous or defective condition of the Property, or for any negligence in the management, upkeep, repair or control of the Property. Grantor Xxxxxxxxx hereby assents to, ratifies and confirms any and all ations actions of Grantee Mortgagee with respect to the Property taken under this Section. (d) Mortgagor covenants and agrees that, with the exception of lease amendments entered into solely to reflect the exercise by a tenant of a right set forth in any Lease which has predetermined terms contained in the Lease; it shall not enter into, modify, waive or release any party from the performance or observance of any material obligation or condition, or terminate or accept the surrender, of any Lease (including, but not limited to, any guaranty, letter of credit or other credit support thereof) (each of the foregoing circumstances being a “Material Lease Event”) which (x) affects fifteen percent (15%) or more of the gross leasable area of the Improvements or (y) affects 12,500 square feet or more of the Property or (z) has a term of more than ten (10) years (each of (x), (y) and (z) being a “Major Lease”), without the prior written approval of Mortgagee in each instance, which approval shall not be unreasonably withheld. Each request for approval shall be made in writing to Mortgagee (and any loan servicer specified from time to time by Mortgagee) and shall include the following in all capital, bold and block letters: “THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN 15 BUSINESS DAYS OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.” In addition, Mortgagor shall include with each request the following items, as applicable: (i) such biographical and financial information about the proposed Tenant as Mortgagee may require in conjunction with its review, (ii) a copy of the proposed form of Lease or modification, and (iii) a summary of the material terms of such proposed Lease or modification (including, without limitation, rental terms and the term of the proposed lease or modification and any options). It is acknowledged that Mortgagee intends to include (as applicable) among its criteria for approval the following: (i) such Lease or modification shall be with a bona-fide arm’s-length Tenant; (ii) such Lease or modification shall not contain any rental or other concessions which are not then customary and reasonable for similar properties and leases in the market area of the Property; (iii) such Lease or modification shall provide that the Tenant pays for its expenses; (iv) the rental shall be at least at the market rate then prevailing for similar properties and leases in the market areas of the Property; and (v) such Lease shall contain subordination and attornment provisions in form and content acceptable to Mortgagee. Failure of Mortgagee to approve or disapprove a Material Lease Event within fifteen (15) business days after receipt of such written request and all documents and information required by Mortgagee, shall be deemed approval, provided that the written request for approval specifically mentioned the same as required above. Notwithstanding anything herein to the contrary, except as provided in Subsection (a) above, Mortgagor shall not be required to obtain Mortgagee’s consent to any Material Lease Event that does not pertain to a Major Lease. In all events, and without limiting the foregoing, any new or modified Lease and any consent, waiver or release by Mortgagor with respect to any Lease and any Lease termination or acceptance of surrender by Xxxxxxxxx, must be consistent with sound and customary leasing and management practices. Without limiting the foregoing, any new or modified Lease for fifty percent (50%) or more of the leasable area of the Improvements shall contain a provision whereby the tenant thereunder agrees to provide financial statements reasonably acceptable to Mortgagee upon Mortgagee’s periodic request therefor. (e) All security deposits of tenants, whether held in cash or in any other form, shall not be commingled with any other funds of Mortgagor or any other person and, if cash, shall be deposited by Mortgagor at such commercial or savings bank or banks, or otherwise held in compliance with applicable law, as may be reasonably satisfactory to Mortgagee. Any bond or other instrument which Mortgagor holds or shall hold in lieu of cash security deposits shall be maintained in full force and effect unless replaced by cash deposits; shall be issued by an institution reasonably satisfactory to Mortgagee; shall, if permitted pursuant to any applicable legal requirements, name Mortgagee as payee or mortgagee thereunder or, at Mortgagee’s option, be assigned or fully assignable to Mortgagee; and shall, in all respects, comply with any applicable legal requirements and otherwise be reasonably satisfactory to Mortgagee. Mortgagor shall, upon request, provide Mortgagee with evidence reasonably satisfactory to Mortgagee of Mortgagor’s compliance with the foregoing. Upon an Event of Default, Mortgagor shall, immediately upon Mortgagee’s request (if permitted by applicable law), deliver and, if applicable, assign to Mortgagee the security deposits (and any interest previously earned thereon and not disbursed to the person(s) lawfully entitled to receive same) with respect to all portions of the Property, to be held by Mortgagee subject to the terms of the Leases.

Leases and Licenses. (a) Prior to execution Mortgagor covenants and agrees that it shall not entere into any lease affecting 6,000 square feet or more of the Property or having a term (including any Leases renewal or extension term) of space in more than 10 years without the Improvements after prior written approval of the date hereof, Grantor shall submit to Grantee, for Grantee's prior approvalMortgagee, which approval shall not be unreasonably withheld. The request for approval of each such proposed Mortgage, failure to approve or disapprove such proposed lease within ten (10) business days is deemed approval and Mortgagor shall furnish to Mortgagee (and any loan servicer specified from time to time by Mortgagee): (i) such biographical and financial information about the proposed tenant as Mortgagee may reasonably require in conjunction with its review, (ii) a copy of the form Lease Grantor plans proposed form: of lease, and (iii) a summary of the material terms of such proposed lease (including, without limitation, rental terms and the term of the proposed lease and any options). It is acknowledged that Mortgagee intends to use in leasing space include among its criteria for approval of any such proposed lease the following: (i) such lease shall be with a bona-fide arm's-length tenant; (ii) such lease shall not contain any rental or other concessions which are not then customary and reasonable for similar properties and leases in the Improvements. All Leases market area of space the Real Estate; (iii) such lease shall provide that the tenant pays for its expenses; (iv) the rental shall be at least at the market rate then prevailing for similar properties and leases in the Improvements market areas of the Real Estate; and (v) such lease shall contain subordination and attornment provisions in form and content acceptable to Mortgagee. Failure of Mortgagee to approve or disapprove any such proposed lease within ten (10) business days after receipt of such written request and all the documents and information required to be furnished to Mortgagee with such request shall be deemed approval, provided that the written request for approval specifically mentioned the same (any disapproval by Mortgagee shall contain the reasons, in reasonable detail, for such disapproval) (b) All other leases shall be written on the standard form lease (without any material changes) which Mortgagee has approved and shall be on arm's-length terms consistent with the terms for similar leases in the market area of the Real Estate, shall provide for free rent only if the same is consistent with prevailing market conditions and shall provide for market rents then prevailing in the market area of the Real Estate. Grantor Such leases shall also provide for Security Deposits in reasonable amounts. Mortgagor shall also submit to Grantee Mortgagee for GranteeMortgagee's approval, which approval shall not be unreasonably withheld, prior to the execution thereof, any proposed Lease lease, license or occupancy agreement of the Improvements or any portion thereof that differs materially and adversely from the aforementioned form Leaselease. Grantor Mortgagor shall not execute any Lease lease, license or occupancy agreement for all or a substantial portion of the Property, except for an actual occupancy by the Tenant tenant, lessee or licensee thereunder, and shall at all times promptly and faithfully perform, or cause to be performed, all of the covenants, ,. conditions and agreements contained in all Leases leases, licenses. and occupancy agreements with respect to the Property, now or hereafter existing, on the part of the landlord, lessor or licensor thereunder to be kept and performed. Grantor In addition to the requirements set forth in Section 1.18(c) of this Mortgage, Mortgagor shall furnish to GranteeMortgagee, within ten (10) days 10)'days after a request by Grantee Mortgagee to do so, do. so (but in any event by January 1 of each yearnot more frequently than once per calendar quarter), a current Rent Roll rent roll certified by Grantor Mortgagor as being true and correct containing the names of all Tenants tenants, lessees and licensees with respect to the Property, the terms of their respective Leasesleases, licenses or occupancy agreements, the spaces occupied and the rentals or fees payable thereunder and the amount of each tenant's security deposit. Upon the request of GranteeMortgagee, Grantor Mortgagor shall deliver to Grantee Mortgagee a copy of each such Leaselease, license and occupancy agreement. Grantor Mortgagor shall not do or suffer to be done any act that might result in a default by the landlord, lessor or licensor under any such Lease lease, license or occupancy agreement or allow the Tenant tenant, lessee or licensee thereunder to withhold payment or rent and, excet except as otherwise expressly permitted by the terms of Section 1.12 1.13 hereof, shall not further assign any such Lease lease, license or occupancy agreement or any such rents. GrantorMortgagor, at no cost or expense to GranteeMortgagee, shall enforce, short of termination, the performance and observance of each and every condition and covenant of each of the parties under such Leasesleases. Grantor Mortgagor shall not, without the prior written consent of GranteeMortgagee, modify any of the Leases, leases; terminate or accept the surrender of any Leasesleases, waive or release any other party from the performance or observance of any obligation or condition under such Leases except leases except, with respect only to leases affecting less than 6,000 square feet and having a term of ten (10) years or less, in the normal course of business in a manner which is consistent with sound and customary leasing and management practices for similar properties in the community in which the Property is located. Grantor Mortgagor shall not permit the prepayment of any rents under any of the Leases leases for more than one (1) month prior to the due date thereof. (b) Each commercial Lease executed after the date hereof affecting any of the Real Estate or the Improvements must provide, in a manner approved by Grantee, that the Tenant will recognize as its landlord, lessor or licensor, as applicable, and attorn to any person succeeding to the interest of Grantor upon any foreclosure of this Security Deed or deed in lieu of foreclosure. Each such commercial Lease shall also provide that, upon request of said successor-in-interest, the Tenant shall execute and deliver an instrument or instruments confirming its attornment as provided for in this Section; provided, however, that neither Grantee nor any successor-in-interest shall be bound by any payment of rental for more than one (1) month in advance, or any amendment or modification of said commercial Lease made without the express written consent of Grantee or said successor-in-interest. (c) Upon the occurrence of an Event of Default under this Security Deed, whether before or after the whole principal sum secured hereby is declared to be immediately due or whether before or after the institution of legal proceedings to foreclose this Security Deed, forthwith, upon demand of Grantee, Grantor shall surrender to Grantee and Grantee shall be entitled to take actual possession of the Property or any part thereof personally, or by its agent or attorneys. In such event, Grantee shall have, and Grantor hereby gives and grants to Grantee, the right, power and authority to make and enter into Leases with respect to the Property or portions thereof for such rents and for such periods of occupancy and upon conditions and provisions as Grantee may deem desirable in its sole discretion, and Grantor expressly acknowledges and agrees that the term of any such Lease may extend beyond the date of any foreclosure sale at the Property; it being the intention of Grantor that in such event Grantee shall be deemed to be and shall be the attorney-in-fact of Grantor for the purpose of making and entering into Leases of parts or portions of the Property for the rents and upon the terms, conditions and provisions deemed desirable to Grantee in its sole discretion and with like effect as if such Leases had been made by Grantor as the owner in fee simple of the Property free and clear of any conditions or limitations established by this Security Deed. The power and authority hereby given and granted by Grantor to Grantee shall be deemed to be coupled with an interest, shall not be revocable by Grantor so long as any indebtedness secured hereby is outstanding, shall survive the voluntary or involuntary dissolution of Grantor and shall not be affected by any disability or incapacity suffered by Grantor subsequent to the date hereof. In connection with any action taken by Grantee pursuant to this Section, Grantee shall not be liable for any loss sustained by Grantor resulting from any failure to let the Property, or any part threof, or from any other act or omission of Grantee in managing the Property, nor shall Grantee be obligated to perform or discharge any obligation, duty or liability under any Lease covering the Property or any part thereof or under or by reason of this instrument or the exercise of rights or remedies hereunder. Grantor shall, and does hereby, indemnify Grantee for, and hold Grantee harmless from, any and all claims, actions, demands, liabilities, loss or damage which may or might be incurred by Grantee under any such Lease or under this Security Deed or by the exercise of rights or remedies hereunder and from any and all claims and demands whatsoever which may be asserted against Grantee by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any such Lease other than those finally determined by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of Grantee. Should Grantee incur any such liability, the amount thereof, including, without limitation, costs, expenses and attorneys' fees, together with interest thereon at the Default Interest Rate from the date incurred by Grantee until actually paid by Grantor, shall be immediately due and payable to Grantee by Grantor on demand and shall be secured hereby and by all of the other Loan Documents securing all or any part of the indebtedness evidenced by the Note. Nothing in this Section shall impose on Grantee any duty, obligation or responsibility for the control, care, management or repair of the Property, or for the carrying out of any of the terms and conditions of any such Lease nor shall it operate to make Grantee responsible or liable for any waste committed on the Property by the Tenants or by any other parties or for any dangerous or defective condition of the Property, or for any negligence in the management, upkeep, repair or control of the Property. Grantor hereby assents to, ratifies and confirms any and all ations of Grantee with respect to the Property taken under this Section.

Leases and Licenses. (a) Prior to execution of any Leases leases of space in the Improvements after the date hereof, Grantor Mortgagor shall submit to GranteeMortgagee, for GranteeMortgagee's prior approval, which approval shall not be unreasonably withheld, a copy of the form Lease Grantor lease Mortgagor plans to use in leasing space in the Improvements. All Leases leases of space in the Improvements shall be on terms consistent with the terms for similar leases in the market area of the Real Estate, shall provide for free rent only if the same is consistent with prevailing market conditions and shall provide for market rents then prevailing in the market area of the Real Estate. Grantor Such leases shall also provide for security deposits in reasonable amounts. Mortgagor shall also submit to Grantee Mortgagee for GranteeMortgagee's approval, which approval shall not be unreasonably withheld, prior to the execution thereof, any proposed Lease lease, license or occupancy agreement of the Improvements or any portion thereof that differs materially and adversely from the aforementioned form Leaselease. Grantor Mortgagor shall not execute any Lease lease, license or occupancy agreement for all or a substantial portion of the Property, except for an actual occupancy by the Tenant tenant, lessee or licensee thereunder, and shall at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all Leases leases, licenses and occupancy agreements with respect to the Property, now or hereafter existing, on the part of the landlord, lessor or licensor thereunder to be kept and performed. Grantor Mortgagor shall furnish to GranteeMortgagee, within ten (10) days after a request by Grantee Mortgagee to do so, but in any event by January 1 of each year, a current Rent Roll rent roll certified by Grantor Mortgagor as being true and correct containing the names of all Tenants tenants, lessees and licensees with respect to the Property, the terms of their respective Leasesleases, licenses or occupancy agreements, the spaces occupied and the rentals or fees payable thereunder and the amount of each tenant's security deposit. Upon the request of GranteeMortgagee, Grantor Mortgagor shall deliver to Grantee Mortgagee a copy of each such Leaselease, license and occupancy agreement. Grantor Mortgagor shall not do or suffer to be done any act that might result in a default by the landlord, lessor or licensor under any such Lease lease, license or occupancy agreement or allow the Tenant tenant, lessee or licensee thereunder to withhold payment or rent and, excet except as otherwise expressly permitted by the terms of Section 1.12 hereof, shall not further assign any such Lease lease, license or occupancy agreement or any such rents. GrantorMortgagor, at no cost or expense to GranteeMortgagee, shall enforce, short of termination, the performance and observance of each and every condition and covenant of each of the parties under such Leasesleases. Grantor Mortgagor shall not, without the prior written consent of GranteeMortgagee, modify any of the Leasesleases, terminate or accept the surrender of any Leasesleases, waive or release any other party from the performance or observance of any obligation or condition under such Leases leases except in the normal course of business in a manner which is consistent with sound and customary leasing and management practices for similar properties in the community in which the Property is located. Grantor Mortgagor shall not permit the prepayment of any rents under any of the Leases leases for more than one (1) month prior to the due date thereof. (b) Each commercial Lease lease, license and occupancy agreement executed after the date hereof affecting any of the Real Estate or the Improvements must provide, in a manner approved by GranteeMortgagee, that the Tenant tenant, lessee or licensee, as appropriate, will recognize as its landlord, lessor or licensor, as applicable, licensor and attorn to any person succeeding to the interest of Grantor Mortgagor upon any foreclosure of this Security Deed Mortgage or deed in lieu of foreclosure. Each such commercial Lease lease, license and occupancy agreement shall also provide that, upon request of said successor-in-interest, the Tenant tenant, lessee or licensee shall execute and deliver an instrument or instruments confirming its attornment as provided for in this Section; provided, however, that neither Grantee Mortgagee nor any successor-in-interest shall be bound by any payment of rental for more than one (1) month in advance, or any amendment or modification of said commercial Lease lease or rental agreement made without the express written consent of Grantee Mortgagee or said successor-in-interest. (c) Upon the occurrence of an Event of Default a default under this Security DeedMortgage which is not cured within any applicable grace period, whether before or after the whole principal sum secured hereby is declared to be immediately due or whether before or after the institution of legal proceedings to foreclose this Security DeedMortgage, forthwith, upon demand of GranteeMortgagee, Grantor Mortgagor shall surrender to Grantee Mortgagee and Grantee Mortgagee shall be entitled to take actual possession of the Property or any part thereof personally, or by its agent or attorneys. In such event, Grantee Mortgagee shall have, and Grantor Mortgagor hereby gives and grants to GranteeMortgagee, the right, power and authority to make and enter into Leases leases, licenses and occupancy agreements with respect to the Property or portions thereof for such rents and for such periods of occupancy and upon conditions and provisions as Grantee Mortgagee may deem desirable in its sole discretion, and Grantor Mortgagor expressly acknowledges and agrees that the term of any such Lease lease, license or occupancy agreement may extend beyond the date of any foreclosure sale at the Property; it being the intention of Grantor Mortgagor that in such event Grantee Mortgagee shall be deemed to be and shall be the attorney-in-fact of Grantor Mortgagor for the purpose of making and entering into Leases leases, licenses or occupancy agreements of parts or portions of the Property for the rents and upon the terms, conditions and provisions deemed desirable to Grantee Mortgagee in its sole discretion and with like effect as if such Leases leases, licenses or occupancy agreements had been made by Grantor Mortgagor as the owner in fee simple of the Property free and clear of any conditions or limitations established by this Security DeedMortgage. The power and authority hereby given and granted by Grantor Mortgagor to Grantee Mortgagee shall be deemed to be coupled with an interest, shall not be revocable by Grantor Mortgagor so long as any indebtedness secured hereby is outstanding, shall survive the voluntary or involuntary dissolution of Grantor Mortgagor and shall not be affected by any disability or incapacity suffered by Grantor Mortgagor subsequent to the date hereof. In connection with any action taken by Grantee Mortgagee pursuant to this Section, Grantee Mortgagee shall not be liable for any loss sustained by Grantor Mortgagor resulting from any failure to let the Property, or any part threofthereof, or from any other act or omission of Grantee Mortgagee in managing the Property, nor shall Grantee Mortgagee be obligated to perform or discharge any obligation, duty or liability under any Lease lease, license or occupancy agreement covering the Property or any part thereof or under or by reason of this instrument or the exercise of rights or remedies hereunder. Grantor Mortgagor shall, and does hereby, indemnify Grantee Mortgagee for, and hold Grantee Mortgagee harmless from, any and all claims, actions, demands, liabilities, loss or damage which may or might be incurred by Grantee Mortgagee under any such Lease lease, license or occupancy agreement or under this Security Deed Mortgage or by the exercise of rights or remedies hereunder and from any and all claims and demands whatsoever which may be asserted against Grantee Mortgagee by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any such Lease lease, license or occupancy agreement other than those finally determined by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of GranteeMortgagee. Should Grantee Mortgagee incur any such liability, the amount thereof, including, without limitation, costs, expenses and attorneys' fees, together with interest thereon at the Default Interest Rate from the date incurred by Grantee Mortgagee until actually paid by GrantorMortgagor, shall be immediately due and payable to Grantee Mortgagee by Grantor Mortgagor on demand and shall be secured hereby and by all of the other Loan Documents securing all or any part of the indebtedness evidenced by the NoteLoan Agreement. Nothing in this Section shall impose on Grantee Mortgagee any duty, obligation or responsibility for the control, care, management or repair of the Property, or for the carrying out of any of the terms and conditions of any such Lease lease, license or occupancy agreement, nor shall it operate to make Grantee Mortgagee responsible or liable for any waste committed on the Property by the Tenants tenants or by any other parties or for any dangerous or defective condition of the Property, or for any negligence in the management, upkeep, repair or control of the Property. Grantor Mortgagor hereby assents to, ratifies and confirms any and all ations actions of Grantee Mortgagee with respect to the Property taken under this Section.

Leases and Licenses. (a) Prior to execution of any Leases of space in the Improvements after the date hereof, Grantor Mortgagor shall submit to Grantee, Mortgagee for Grantee's prior approval, which approval shall not be unreasonably withheld, a copy of the form Lease Grantor plans to use in leasing space in the Improvements. All Leases of space in the Improvements shall be on terms consistent with the terms for similar leases in the market area of the Real Estate, shall provide for free rent only if the same is consistent with prevailing market conditions and shall provide for market rents then prevailing in the market area of the Real Estate. Grantor shall also submit to Grantee for GranteeMortgagee's approval, which approval shall not be unreasonably withheld, prior to the execution thereof, any proposed Lease lease, license or occupancy agreement of the Improvements or any portion thereof that differs materially and adversely from Property. Except to the aforementioned form Lease. Grantor extent required by the New Jersey Casino Control Commission (the "Commission"), Mortgagor shall not execute execute, modify, amend, supplement, cancel, terminate or accept the surrender of any Lease lease, license or occupancy agreement for all or a substantial portion of the Property, except for an actual occupancy by Property without the Tenant thereunderprior written approval of Mortgagee, and shall at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all Leases leases, licenses and occupancy agreements with respect to the Property, now or hereafter existing, on the part of the landlord, lessor or licensor thereunder to be kept and performed. Grantor If Mortgagor shall furnish be required or have the right to Granteegrant or withhold its consent to any action of a tenant, within ten (10) days after a request by Grantee to do so, but in any event by January 1 licensee or occupant of each year, a current Rent Roll certified by Grantor as being true and correct containing the names of all Tenants with respect to the Property, Mortgagor shall not grant or withhold such consent or approval without the terms prior written approval of their respective Leases, the spaces occupied and the rentals or fees payable thereunder and the amount of each tenant's security depositMortgagee to so do. Upon the request of Grantee, Grantor shall deliver to Grantee a copy of each such Lease. Grantor Mortgagor shall not do or suffer to be done any act that might result in a default by the landlord, lessor or licensor under any such Lease lease, license or occupancy agreement or allow the Tenant tenant, lessee or licensee thereunder to withhold payment or rent and, excet except as otherwise expressly permitted by the terms of Section 1.12 1.13 hereof, shall not further assign any such Lease lease, license or occupancy agreement or any such rents. GrantorMortgagor, at no cost or expense to GranteeMortgagee, shall enforce, short of termination, the performance and observance of each and every material condition and covenant of each of the parties under such Leasesleases. Grantor Mortgagor shall not, without the prior written consent of Grantee, modify any of the Leases, terminate or accept the surrender of any LeasesMortgagee, waive or release any other party from the performance or observance of any obligation or condition under such Leases leases except in the normal of course of business in a manner which is consistent with sound and customary leasing and management practices for similar properties in the community in which the Property is located. Grantor Mortgagor shall not permit the prepayment of any rents under any of the Leases leases for more than one (1) month prior to the due date thereof. (b) Each commercial Lease lease, license and occupancy agreement executed after the date hereof affecting Mortgagor's interest in any of the Real Estate or the Improvements must provide, in a manner approved by GranteeMortgagee, that the Tenant will tenant, lessee or licensee, as appropriate, will, to the extent permitted by law, recognize as its landlord, lessor or licensor, as applicable, licensor and attorn to any person succeeding to the interest of Grantor Mortgagor upon any foreclosure of this Security Deed Mortgage or deed in lieu of foreclosure. Each such commercial Lease lease, license and occupancy agreement shall also provide that, upon request of said successor-in-successor in interest, the Tenant tenant, lessee or licensee shall execute and deliver an instrument or instruments confirming its attornment as provided for in this Section; provided, however, that neither Grantee Mortgagee nor any successor-in-interest shall be bound by any payment of rental for more than one (1) month in advance, or any amendment or modification of said commercial Lease lease or rental agreement made without the express written consent of Grantee Mortgagee or said successor-in-interest. (c) Upon the occurrence of an Event of Default a default under this Security DeedMortgage which is not cured within any applicable grace period, whether before or after the whole principal sum secured hereby is declared to be immediately due or whether before or after the institution of legal proceedings to foreclose this Security DeedMortgage, forthwith, upon demand of GranteeMortgagee, Grantor Mortgagor shall surrender to Grantee Mortgagee and Grantee Mortgagee shall be entitled to take actual possession of the Property or any part thereof personally, or by its agent or attorneys. In such event, Grantee Mortgagee shall have, and Grantor Mortgagor hereby gives and grants to GranteeMortgagee, the right, power and authority to make and enter into Leases leases, licenses and occupancy agreements with respect to the Property or portions thereof for such rents and for such periods of occupancy and upon conditions and provisions as Grantee Mortgagee may deem desirable in its sole discretion, and Grantor Mortgagor expressly acknowledges and agrees that the term of any such Lease lease, license or occupancy agreement may extend beyond the date of any foreclosure sale at of the Property; it being the intention of Grantor Mortgagor that in such event Grantee Mortgagee shall be deemed to be and shall be the attorney-in-fact of Grantor Mortgagor for the purpose of making and entering into Leases leases, licenses or occupancy agreements of parts or portions of the Property for the rents and upon the terms, conditions and provisions deemed desirable to Grantee Mortgagee in its sole discretion and with like effect as if such Leases leases, licenses or occupancy agreements had been made by Grantor Mortgagor as the owner in fee simple of the Property free and clear of any conditions or limitations established by this Security DeedMortgage. The power and authority hereby given and granted by Grantor Mortgagor to Grantee Mortgagee shall be deemed to be coupled with an interest, shall not be revocable by Grantor Mortgagor so long as any indebtedness secured hereby is outstanding, shall survive the voluntary or involuntary dissolution of Grantor Mortgagor and shall not be affected by any disability or incapacity suffered by Grantor Mortgagor subsequent to the date hereof. In connection with any action taken by Grantee Mortgagee pursuant to this Section, Grantee Mortgagee shall not be liable for any loss sustained by Grantor Mortgagor resulting from any failure to let the Property, or any part threofthereof, or from any other act or omission of Grantee Mortgagee in managing the PropertyProperty (unless such act or omission constitutes gross negligence on the part of Mortgagee), nor shall Grantee Mortgagee be obligated to perform or discharge any obligation, duty or liability under any Lease lease, license or occupancy agreement covering the Property or any part thereof or under or by reason of this instrument or the exercise of rights or remedies hereunder. Grantor Mortgagor shall, and does hereby, indemnify Grantee Mortgagee for, and hold Grantee Mortgagee harmless from, any and all claims, actions, demands, liabilities, loss or damage which may or might be incurred by Grantee Mortgagee under any such Lease lease, license or occupancy agreement or under this Security Deed Mortgage or by the exercise of rights or remedies hereunder and from any and all claims and demands whatsoever which may be asserted against Grantee Mortgagee by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any such Lease lease, license or occupancy agreement other than those finally determined by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of GranteeMortgagee. Should Grantee Mortgagee incur any such liability, the amount thereof, including, without limitation, costs, expenses and attorneys' fees, together with interest thereon at the Default Interest Rate from the date incurred by Grantee Mortgagee until actually paid by GrantorMortgagor, shall be immediately due and payable to Grantee Mortgagee by Grantor Mortgagor on demand and shall be secured hereby and by all of the other Loan Documents securing all or any part of the indebtedness evidenced by the Note. Nothing in this Section shall impose on Grantee Mortgagee any duty, obligation or responsibility for the control, care, management or repair of the Property, or for the carrying out of any of the terms and conditions of any such Lease lease, license or occupancy agreement, nor shall it operate to make Grantee Mortgagee responsible or liable for any waste committed on the Property by the Tenants tenants or by any other parties or for any dangerous or defective condition of the Property, or for any negligence in the management, upkeep, repair or control of the Property. Grantor Mortgagor hereby assents to, ratifies and confirms any and all ations actions of Grantee Mortgagee with respect to the Property taken under this Section. (d) Notwithstanding anything in this Section 1.12 to the contrary, Mortgagor may, without obtaining the prior written consent of Mortgagee, but with prior notice to Mortgagee, consent to the transfer or assignment of the interest of the tenant under the Ground Lease to an entity that is at least fifty-percent (50%) beneficially owned, directly or indirectly, by Showboat, Inc. or, after the contemplated acquisition of Showboat, Inc. by Harrah's Entertainment, Ixx. ("Xxrrah's"), by Harrah's pxxxxxxx that (x) xxx xuccessor tenant has a net worth at least equal to that of the original tenant, (ii) concurrently with such transfer or assignment, Showboat, Inc. or Harrah's, as applicable, (X) xxxivers to Mortgagee a written confirmation from each of the rating agencies rating the certificates issued under the Securitization (as hereinafter defined) stating that such transfer or assignment will not adversely affect or change the then-current rating of any class of certificate issued under the Securitization and (B) delivers to Mortgagee and to the rating agencies one or more nonconsolidation opinions with respect to the Mortgagor, the successor tenant and their respective direct and indirect owners (after such transfer or assignment) that are acceptable to the rating agencies, and (iii) the successor tenant assumes in writing all of the obligations of the tenant under the Ground Lease.

Leases and Licenses. (a) Prior to the date hereof, Trustor has submitted to Beneficiary for approval a copy of the form or forms of Lease Trustor uses in leasing space in the Improvements. After the date hereof, but prior to execution of any new Leases of space in the Improvements after the date hereofImprovements, Grantor Trustor shall submit to GranteeBeneficiary, for Grantee's Beneficiary’s prior approval, which approval shall not be unreasonably withheld, a copy of the any new form Lease Grantor Trustor plans to use in leasing space in the ImprovementsImprovements which differs materially from the form or forms of Lease previously submitted to Beneficiary for approval. All Leases and modifications of Leases of space in the Improvements shall be on terms consistent with the terms for similar leases in the market area of the Real Estate, shall provide for free rent only if the same is consistent with prevailing market conditions and shall provide for market rents then prevailing in the market area of the Real Estate. Grantor Such Leases shall also provide for security deposits in reasonable amounts consistent with prevailing market conditions. Trustor shall also submit to Grantee Beneficiary for Grantee's Beneficiary’s approval, which approval shall not be unreasonably withheldwithheld or delayed, prior to the execution thereof, any proposed Lease of the Improvements Improvements, or any portion thereof thereof, or any modification of Lease, that differs materially and adversely from the aforementioned form Lease, including, without limitation, such Leases which fail to contain the provisions required under Section 1.8(b) hereof. Grantor Trustor shall not execute any Lease for all or a substantial portion of the Property, except for an actual occupancy by the Tenant lessee or licensee thereunder, and shall at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all Leases with respect to the Property, now or hereafter existing, on the part of the landlord, lessor or licensor thereunder to be kept and performed. Grantor shall furnish to Grantee, within ten (10) days after a request by Grantee to do so, but in any event by January 1 of each year, a current Rent Roll certified by Grantor as being true and correct containing the names of all Tenants with respect to the Property, the terms of their respective Leases, the spaces occupied and the rentals or fees payable thereunder and the amount of each tenant's security deposit. Upon the request of GranteeBeneficiary, Grantor Trustor shall deliver to Grantee Beneficiary a copy of each such Lease. Grantor Promptly after its full execution, Trustor shall deliver a complete copy of every Lease and amendment of a Lease. Trustor shall not do or suffer to be done any act act, or omit to take any action, that might result in a default by the landlord, lessor or licensor under any such Lease or allow the Tenant thereunder to withhold payment of rent or rent and, excet as otherwise expressly permitted by the terms of Section 1.12 hereof, cancel or terminate same and shall not further assign any such Lease Lease, Rents or any such rentsProfits. GrantorTrustor, at no cost or expense to GranteeBeneficiary, shall enforce, short of termination, the performance and observance of each and every condition and covenant of each of the parties under such LeasesLeases and Trustor shall not anticipate, discount, release, waive, compromise or otherwise discharge any rent payable under any of the Leases except in the normal course of business in a manner which is consistent with sound and customary leasing and management practices for similar properties in the community in which the Property is located and in such manner as is most consistent with maintaining or enhancing the value of the Property. Grantor Trustor shall not, without the prior written consent of GranteeBeneficiary, modify any of the Leases, terminate or accept the surrender of any Leases, waive or release any other party from the performance or observance of any obligation or condition under such Leases except in the normal course of business in a manner which is consistent with sound and customary leasing and management practices for similar properties in the community in which the Property is locatedlocated and in such manner as is most consistent with maintaining or enhancing the value of the Property. Grantor From the date hereof, Trustor shall not permit enter into any new lease which permits the prepayment of any rents under any of the Leases for more than one (1) month prior to the due date thereof. (b) Each commercial Lease executed after the date hereof affecting any of the Real Estate or the Improvements must provide, in a manner approved by GranteeBeneficiary, that the Tenant Tenant, will recognize as its landlord, lessor or licensor, as applicable, and attorn to any person succeeding to the interest of Grantor Trustor upon any foreclosure of this Security Deed of Trust or deed in lieu of foreclosure. Each such commercial Lease shall also provide that, upon request of said successor-in-interest, the Tenant shall execute and deliver an instrument or instruments confirming its attornment as provided for in this Section; provided, however, that (x) neither Grantee Beneficiary nor any successor-in-interest shall be bound by any payment of rental rent for more than one (1) month in advance, advance (unless such rent is delivered and retained by Beneficiary) or any material amendment or modification of said commercial Lease made without the express written consent of Grantee Beneficiary or said successor-in-interest, and (y) neither Beneficiary nor said successor-in-interest shall be bound by any indemnity or other obligation of Trustor accruing prior to foreclosure of this Deed of Trust or deed in lieu of foreclosure, and (z) neither Beneficiary nor successor-in-interest shall be bound by any construction obligation of Trustor, unless ratified by Beneficiary or said successor-in-interest. (c) Subject to Rating Confirmation (as defined in the Loan Agreement), Beneficiary may at any time and from time to time by specific written instrument intended for such purpose, unilaterally subordinate the lien of this Deed of Trust to any Lease, without joinder or consent of, or notice to, Trustor, any tenant or any other person. Notice is hereby given to each tenant under a Lease of such right to subordinate. No subordination referred to in this Section shall constitute a subordination to any lien or other encumbrance, whenever arising, or improve the right of any junior lienholder. Nothing herein shall be construed as subordinating this Deed of Trust to any Lease. (d) Upon the occurrence and during the continuance of an Event of Default under this Security DeedDeed of Trust, whether before or after the whole principal sum secured hereby is Secured Obligations are declared to be immediately due or whether before or after the institution of legal proceedings to foreclose this Security DeedDeed of Trust, forthwith, upon demand of GranteeBeneficiary, Grantor Trustor shall surrender to Grantee Beneficiary and Grantee Beneficiary shall be entitled to take take, actual possession of the Property or any part thereof personally, or by its agent or attorneys. In such event, Grantee Beneficiary shall have, and Grantor Trustor hereby gives and grants to GranteeBeneficiary, the right, power and authority to make and enter into Leases with respect to the Property or portions thereof for such rents and for such periods of occupancy and upon conditions and provisions as Grantee Beneficiary may deem desirable in its sole discretion, and Grantor Trustor expressly acknowledges and agrees that the term of any such Lease may extend beyond the date of any foreclosure sale at of the Property; , it being the intention of Grantor Trustor that in such event Grantee Beneficiary shall be deemed to be and shall be the attorney-in-fact of Grantor Trustor for the purpose of making and entering into Leases of parts or portions of the Property for the rents and upon the terms, conditions and provisions deemed desirable to Grantee Beneficiary in its sole discretion and with like effect as if such Leases had been made by Grantor Trustor as the owner in fee simple of the Property free and clear of any conditions or limitations established by this Security DeedDeed of Trust. The power and authority hereby given and granted by Grantor Trustor to Grantee Beneficiary shall be deemed to be coupled with an interest, shall not be revocable by Grantor Trustor so long as any indebtedness secured hereby portion of the Secured Obligations is outstanding, shall survive the voluntary or involuntary dissolution of Grantor Trustor and shall not be affected by any disability or incapacity suffered by Grantor Trustor subsequent to the date hereof. In connection with any action taken by Grantee Beneficiary pursuant to this Section, Grantee Beneficiary shall not be liable for any loss sustained by Grantor Trustor resulting from any failure to let the Property, or any part threofthereof, or from any other act or omission of Grantee Beneficiary in managing the Property, nor shall Grantee Beneficiary be obligated to perform or discharge any obligation, duty or liability under any Lease covering the Property or any part thereof or under or by reason of this instrument or the exercise of rights or remedies hereunder. Grantor Trustor shall, and does hereby, indemnify Grantee Beneficiary for, and hold Grantee Beneficiary harmless from, any and all claims, actions, demands, liabilities, loss or damage which may or might be incurred by Grantee Beneficiary under any such Lease or under this Security Deed of Trust or by the exercise of rights or remedies hereunder and from any and all claims and demands whatsoever which may be asserted against Grantee Beneficiary by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any such Lease other than those finally determined by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of GranteeBeneficiary. Should Grantee Beneficiary incur any such liability, the amount thereof, including, without limitation, costs, expenses and reasonable attorneys' ’ fees, together with interest thereon at the Default Interest Rate from the date incurred by Grantee Beneficiary until actually paid by GrantorTrustor, shall be immediately due and payable to Grantee Beneficiary by Grantor Trustor on demand and shall be secured hereby and by all of the other Loan Documents securing all or any part of the indebtedness evidenced by the NoteSecured Obligations. Nothing in this Section shall impose on Grantee Beneficiary any duty, obligation or responsibility for the control, care, management or repair of the Property, or for the carrying out of any of the terms and conditions of any such Lease Lease, nor shall it operate to make Grantee Beneficiary responsible or liable for any waste committed on the Property by the Tenants or by any other parties or for any dangerous or defective condition of the Property, or for any negligence in the management, upkeep, repair or control of the Property. Grantor Trustor hereby assents to, ratifies and confirms any and all ations actions of Grantee Beneficiary with respect to the Property taken under this Section. (e) Trustor covenants and agrees that it shall not enter into, modify or terminate any Lease (x) affecting fifty percent (50%) or more of the gross leasable area of the Improvements on any Property Parcel, or (y) affecting 10,000 square feet or more of any Property Parcel that is a multi-tenant office building or, 40,000 square feet or more in the case of any other type of Property Parcel, or (z) having a term (which shall include any and all extension periods) of ten (10) years or more, without the prior written approval of Beneficiary, which approval shall not be unreasonably withheld. Trustor (as required) shall furnish to Beneficiary (and any loan servicer specified from time to time by Beneficiary): (i) such biographical and financial information about the proposed Tenant as Beneficiary may require in conjunction with its review, (ii) a copy of the proposed form of Lease or modification, (iii) a summary of the material terms of such proposed Lease or modification (including, without limitation, rental terms and the term of the proposed lease or modification and any options) and (iv) such other information as Beneficiary may reasonably request. It is acknowledged that Beneficiary intends to include (as applicable) among its criteria for approval the following: (i) such Lease or modification shall be with a bona-fide arm’s-length Tenant; (ii) such Lease or modification shall not contain any rental or other concessions which are not then customary and reasonable for similar properties and Leases in the market area of the Property Parcel; (iii) such Lease or modification shall provide that the Tenant pays for its expenses; (iv) the rental shall be at least at the market rate then prevailing for similar properties and leases in the market area of the Property Parcel; and (v) such Lease shall contain subordination and attornment provisions in form and content acceptable to Beneficiary. All notices requesting Beneficiary’s approval shall clearly and prominently state “APPROVAL REQUEST” thereon. If Beneficiary has not responded to the Trustor’s request for Lease approval after ten (10) days from that date such approval request is deemed received (as provided in the provisions governing the giving of notices in the Loan Agreement), Trustor shall send a second notice which contains a legend on the face of the envelope and on such notice, printed in bold typeface of at least 10 pitch or larger which reads: “FAILURE TO RESPOND TO THE ENCLOSED REQUEST WITHIN FIVE (5) DAYS OF RECEIPT HEREOF IS DEEMED APPROVAL.” If Beneficiary fails to respond to the second notice within five (5) days after receipt of such second request, such Lease shall be deemed approved, provided that all the documents and information required to be furnished to Mortgagee in connection with such request notice have been properly furnished pursuant to this Section 1.8(e). Beneficiary shall be entitled to charge and Trustor agrees to pay to Beneficiary the administrative fees incurred in connection with the review, approval and other matters relating to Leases, including without limitation, all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees).

Leases and Licenses. (a) Prior to execution of any Leases of space in the Improvements after the date hereof, Grantor Mortgagor shall submit to Grantee, Mortgagee for Grantee's prior approval, which approval shall not be unreasonably withheld, a copy of the form Lease Grantor plans to use in leasing space in the Improvements. All Leases of space in the Improvements shall be on terms consistent with the terms for similar leases in the market area of the Real Estate, shall provide for free rent only if the same is consistent with prevailing market conditions and shall provide for market rents then prevailing in the market area of the Real Estate. Grantor shall also submit to Grantee for GranteeMortgagee's approval, which approval shall not may be unreasonably withheldwithheld in Mortgagee's sole and absolute discretion, prior to the execution thereof, any proposed Lease of the Improvements lease, license or any portion thereof that differs materially and adversely from the aforementioned form Lease. Grantor shall not execute any Lease for all or a substantial portion of the Property, except for an actual occupancy by the Tenant thereunder, and shall at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all Leases agreement with respect to the Property, now Property or hereafter existing, any portion thereof. Mortgagee may condition its consent to any such lease on the part Mortgagor executing and delivering a collateral assignment of the landlord, lessor or licensor thereunder such lease in form and substance satisfactory to be kept and performedMortgagee. Grantor Mortgagor shall furnish to GranteeMortgagee, within ten (10) days after a request by Grantee Mortgagee to do so, but in any event by January 1 of each year, a current Rent Roll rent roll certified by Grantor Mortgagor as being true and correct containing the names of all Tenants tenants, lessees and licensees with respect to the Property, the terms of their respective Leasesleases, licenses or occupancy agreements, the spaces occupied and the rentals or fees payable thereunder and the amount of each tenant's security deposit. Upon the request of GranteeMortgagee, Grantor Mortgagor shall deliver to Grantee Mortgagee a copy of each such Leaselease, license and occupancy agreement. Grantor Mortgagor shall not do or suffer to be done any act that might result in a default by the landlord, lessor or licensor under any such Lease lease, license or occupancy agreement or allow the Tenant tenant, lessee or licensee thereunder to withhold payment or rent and, excet as otherwise expressly permitted by the terms of Section 1.12 1.10 hereof, shall not further assign any such Lease lease, license or occupancy agreement or any such rents. GrantorMortgagor, at no cost or expense to GranteeMortgagee, shall enforce, short of termination, the performance and observance of each and every condition and covenant of each of the parties under such Leasesleases. Grantor Mortgagor shall not, without the prior written consent of GranteeMortgagee, modify any of the Leasesleases, terminate or accept the surrender of any Leasesleases, waive or release any other party from the performance or observance of any obligation or condition under such Leases leases except in the normal of course of business in a manner which is consistent with sound and customary leasing and management practices for similar properties in the community in which the Property is located. Grantor Mortgagor shall not permit the prepayment of any rents under any of the Leases leases for more than one (1) month prior to the due date thereof. (b) Each commercial Lease executed after the date hereof affecting any of the Real Estate or the Improvements must provide, in a manner approved by Grantee, that the Tenant will recognize as its landlord, lessor or licensor, as applicable, and attorn to any person succeeding to the interest of Grantor upon any foreclosure of this Security Deed or deed in lieu of foreclosure. Each such commercial Lease shall also provide that, upon request of said successor-in-interest, the Tenant shall execute and deliver an instrument or instruments confirming its attornment as provided for in this Section; provided, however, that neither Grantee nor any successor-in-interest shall be bound by any payment of rental for more than one (1) month in advance, or any amendment or modification of said commercial Lease made without the express written consent of Grantee or said successor-in-interest. (c) Upon the occurrence of an Event of Default under this Security Deed, whether before or after the whole principal sum secured hereby is declared to be immediately due or whether before or after the institution of legal proceedings to foreclose this Security Deed, forthwith, upon demand of Grantee, Grantor shall surrender to Grantee and Grantee shall be entitled to take actual possession of the Property or any part thereof personally, or by its agent or attorneys. In such event, Grantee shall have, and Grantor hereby gives and grants to Grantee, the right, power and authority to make and enter into Leases with respect to the Property or portions thereof for such rents and for such periods of occupancy and upon conditions and provisions as Grantee may deem desirable in its sole discretion, and Grantor expressly acknowledges and agrees that the term of any such Lease may extend beyond the date of any foreclosure sale at the Property; it being the intention of Grantor that in such event Grantee shall be deemed to be and shall be the attorney-in-fact of Grantor for the purpose of making and entering into Leases of parts or portions of the Property for the rents and upon the terms, conditions and provisions deemed desirable to Grantee in its sole discretion and with like effect as if such Leases had been made by Grantor as the owner in fee simple of the Property free and clear of any conditions or limitations established by this Security Deed. The power and authority hereby given and granted by Grantor to Grantee shall be deemed to be coupled with an interest, shall not be revocable by Grantor so long as any indebtedness secured hereby is outstanding, shall survive the voluntary or involuntary dissolution of Grantor and shall not be affected by any disability or incapacity suffered by Grantor subsequent to the date hereof. In connection with any action taken by Grantee pursuant to this Section, Grantee shall not be liable for any loss sustained by Grantor resulting from any failure to let the Property, or any part threof, or from any other act or omission of Grantee in managing the Property, nor shall Grantee be obligated to perform or discharge any obligation, duty or liability under any Lease covering the Property or any part thereof or under or by reason of this instrument or the exercise of rights or remedies hereunder. Grantor shall, and does hereby, indemnify Grantee for, and hold Grantee harmless from, any and all claims, actions, demands, liabilities, loss or damage which may or might be incurred by Grantee under any such Lease or under this Security Deed or by the exercise of rights or remedies hereunder and from any and all claims and demands whatsoever which may be asserted against Grantee by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any such Lease other than those finally determined by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of Grantee. Should Grantee incur any such liability, the amount thereof, including, without limitation, costs, expenses and attorneys' fees, together with interest thereon at the Default Interest Rate from the date incurred by Grantee until actually paid by Grantor, shall be immediately due and payable to Grantee by Grantor on demand and shall be secured hereby and by all of the other Loan Documents securing all or any part of the indebtedness evidenced by the Note. Nothing in this Section shall impose on Grantee any duty, obligation or responsibility for the control, care, management or repair of the Property, or for the carrying out of any of the terms and conditions of any such Lease nor shall it operate to make Grantee responsible or liable for any waste committed on the Property by the Tenants or by any other parties or for any dangerous or defective condition of the Property, or for any negligence in the management, upkeep, repair or control of the Property. Grantor hereby assents to, ratifies and confirms any and all ations of Grantee with respect to the Property taken under this Section.

Leases and Licenses. (a) Grantor covenants and agrees that it shall not enter into any lease affecting 5,000 square feet or more of the Property or having a term of more than 10 years without the prior written approval of Beneficiary, which approval shall not be unreasonably withheld. The request for approval of each such proposed new lease shall be made to Beneficiary in writing and shall state that, pursuant to the terms of this Deed of Trust, failure to approve or disapprove such proposed lease within ten (10) business days is deemed approval and Grantor shall furnish to Beneficiary (and any loan servicer specified from time to time by Beneficiary): (i) such biographical and financial information about the proposed tenant as Beneficiary may require in conjunction with its review, (ii) a copy of the proposed form of lease, and (iii) a summary of the material terms of such proposed lease (including, without limitation, rental terms and the term of the proposed lease and any options). It is acknowledged that Beneficiary intends to include among its criteria for approval of any such proposed lease the following: (1) such lease shall be with a bona-fide arm's-length tenant; (2) such lease shall not contain any rental or other concessions which are not then customary and reasonable for similar properties and leases in the market area of the Land; (3) such lease shall provide that the tenant pays for its expenses; (4) the rental shall be at least at the market rate then prevailing for similar properties and leases in the market areas of the Land; and (5) such lease shall contain subordination and attornment provisions in form and content acceptable to Beneficiary. Failure of Beneficiary to approve or disapprove any such proposed lease within ten (10) business days after receipt of such written request and all the documents and information required to be furnished to Grantor with such request shall be deemed approval, provided that the written request for approval specifically mentioned the same. (b) Prior to execution of any Leases other leases of space in the Improvements after the date hereof, Grantor shall submit to GranteeBeneficiary, for GranteeBeneficiary's prior approval, which approval shall not be unreasonably withheld, a copy of the form Lease lease Grantor plans to use in leasing such space in the ImprovementsImprovements or at the Property. All Leases such leases of space in the Improvements or of any portion of the Property shall be on terms consistent with the terms for similar leases in the market area of the Real EstateLand, shall provide for free rent only if the same is consistent with prevailing market conditions and shall provide for market rents then prevailing in the market area of the Real EstateLand. Such leases shall also provide for security deposits in reasonable amounts. Grantor shall also submit to Grantee Beneficiary for GranteeBeneficiary's approval, which approval shall not be unreasonably withheld, prior to the execution thereof, any proposed Lease lease, license or occupancy agreement of the Improvements or any portion thereof that differs materially and adversely from the aforementioned form Leaselease. Without limitation to the foregoing, Grantor shall not execute any Lease lease, license or occupancy agreement for all or a substantial portion of the Property, except for an actual occupancy by the Tenant tenant, lessee or licensee thereunder, and shall at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all Leases leases, licenses and occupancy agreements with respect to the Property, now or hereafter existing, on the part of the landlord, lessor or licensor thereunder to be kept and performed. In addition to the requirements set forth in Section 1.18(c), Grantor shall furnish to Grantee--------------- Beneficiary, within ten (10) days after a request by Grantee Beneficiary to do so, but in any event by January 1 of each year, a current Rent Roll rent roll, certified by Grantor as being true and correct correct, containing the names of all Tenants tenants, lessees and licensees with respect to the Property, the terms of their respective Leasesleases, licenses or occupancy agreements, the spaces occupied and the rentals or fees payable thereunder and the amount of each tenant's security deposit. Upon the request of GranteeBeneficiary, Grantor shall deliver to Grantee Beneficiary a copy of each such Leaselease, license and occupancy agreement. Grantor shall not do or suffer to be done any act that might result in a default by the landlord, lessor or licensor under any such Lease lease, license or occupancy agreement or allow the Tenant tenant, lessee or licensee thereunder to withhold payment or rent and, excet except as otherwise expressly permitted by the terms of Section 1.12 1.13 hereof, shall not further assign any such Lease lease, license ------------ or occupancy agreement or any such rents. Grantor, at no cost or expense to GranteeBeneficiary, shall enforce, short of termination, the performance and observance of each and every condition and covenant of each of the parties under such Leasesleases. Grantor shall not, without the prior written consent of GranteeBeneficiary, modify any of the Leasesleases, terminate or accept the surrender of any Leasesleases, waive or release any other party from the performance or observance of any obligation or condition under such Leases leases except with respect only to leases affecting less than 5,000 square feet and having a term of ten years or less, in the normal course of business in a manner which is consistent with sound and customary leasing and management practices for similar properties in the community in which the Property is located. Grantor shall not permit the prepayment of any rents under any of the Leases leases for more than one (1) month prior to the due date thereof. (bc) Each commercial Lease lease, license and occupancy agreement executed after the date hereof affecting any of the Real Estate Land or the Improvements must provide, in a manner approved by GranteeBeneficiary, that the Tenant tenant, lessee or licensee, as appropriate, will recognize as its landlord, lessor or licensor, as applicable, licensor and attorn to any person succeeding to the interest of Grantor upon any foreclosure of this Security Deed of Trust or deed in lieu of foreclosure. Each such commercial Lease lease, license and occupancy agreement shall also provide that, upon request of said successor-in-successor in interest, the Tenant tenant, lessee or licensee shall execute and deliver an instrument or instruments confirming its attornment as provided for in this Section; provided, however, that neither Grantee Beneficiary nor any successor-in-interest shall -------- ------- be bound by any payment of rental for more than one (1) month in advance, or any amendment or modification of said commercial Lease lease or rental agreement made without the express written consent of Grantee Beneficiary or said successor-in-interest. (cd) Upon the occurrence of an Event of Default a default under this Security DeedDeed of Trust which is not cured within any applicable grace period, whether before or after the whole principal sum secured hereby is declared to be immediately due or whether before or after the institution of legal proceedings to foreclose this Security DeedDeed of Trust, forthwith, upon demand of GranteeBeneficiary, Grantor shall surrender to Grantee Beneficiary, and Grantee Beneficiary shall be entitled to take actual possession of of, the Property or any part thereof personally, or by its agent or attorneys. In such event, Grantee Beneficiary shall have, and Grantor hereby gives and grants to GranteeBeneficiary, the right, power and authority to make and enter into Leases leases, licenses and occupancy agreements with respect to the Property or portions thereof for such rents and for such periods of occupancy and upon conditions and provisions as Grantee Beneficiary may deem desirable in its sole discretion, and Grantor expressly acknowledges and agrees that the term of any such Lease lease, license or occupancy agreement may extend beyond the date of any foreclosure sale at of the Property; it being the intention of Grantor that in such event Grantee Beneficiary shall be deemed to be and shall be the attorney-in-fact of Grantor for the purpose of making and entering into Leases leases, licenses or occupancy agreements of parts or portions of the Property for the rents and upon the terms, conditions and provisions deemed desirable to Grantee Beneficiary in its sole discretion and with like effect as if such Leases leases, licenses or occupancy agreements had been made by Grantor as the owner in fee simple of the Property free and clear of any conditions or limitations established by this Security DeedDeed of Trust. The power and authority hereby given and granted by Grantor to Grantee Beneficiary shall be deemed to be coupled with an interest, shall not be revocable by Grantor so long as any indebtedness secured hereby is outstanding, shall survive the voluntary or involuntary dissolution of Grantor and shall not be affected by any disability or incapacity suffered by Grantor subsequent to the date hereof. In connection with any action taken by Grantee Beneficiary pursuant to this Section, Grantee Beneficiary shall not be liable for any loss sustained by Grantor resulting from any failure to let the Property, or any part threofthereof, or from any other act or omission of Grantee Beneficiary in managing the Property, nor shall Grantee Beneficiary be obligated to perform or discharge any obligation, duty or liability under any Lease lease, license or occupancy agreement covering the Property or any part thereof or under or by reason of this instrument or the exercise of rights or remedies hereunder. Grantor shall, and does hereby, indemnify Grantee Beneficiary for, and hold Grantee Beneficiary harmless from, any and all claims, actions, demands, liabilities, loss or damage which may or might be incurred by Grantee Beneficiary under any such Lease lease, license or occupancy agreement or under this Security Deed of Trust or by the exercise of rights or remedies hereunder and from any and all claims and demands whatsoever which may be asserted against Grantee Beneficiary by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any such Lease lease, license or occupancy agreement other than those finally determined by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of GranteeBeneficiary. Should Grantee Beneficiary incur any such liability, the amount thereof, including, without limitation, costs, expenses and attorneys' fees, together with interest thereon at the Default Interest Rate from the date incurred by Grantee Beneficiary until actually paid by Grantor, shall be immediately due and payable to Grantee Beneficiary by Grantor on demand and shall be secured hereby and by all of the other Loan Documents securing all or any part of the indebtedness evidenced by the Note. Nothing in this Section shall impose on Grantee Beneficiary any duty, obligation or responsibility for the control, care, management or repair of the Property, or for the carrying out of any of the terms and conditions of any such Lease lease, license or occupancy agreement, nor shall it operate to make Grantee Beneficiary responsible or liable for any waste committed on the Property by the Tenants tenants or by any other parties or for any dangerous or defective condition of the Property, or for any negligence in the management, upkeep, repair or control of the Property. Grantor hereby assents to, ratifies and confirms any and all ations actions of Grantee Beneficiary with respect to the Property taken under this Section.

Leases and Licenses. (a) Prior to execution of any Leases of space in the Improvements after the date hereof, Grantor shall submit to Grantee, for GranteeXxxxxxx's prior approval, which approval shall not be unreasonably withheld, a copy of the form Lease Grantor plans to use in leasing space in the Improvements. All Leases of space in the Improvements shall be on terms consistent with the terms for similar leases in the market area of the Real Estate, shall provide for free rent only if the same is consistent with prevailing market conditions and shall provide for market rents then prevailing in the market area of the Real Estate. Grantor shall also submit to Grantee for GranteeXxxxxxx's approval, which approval shall not be unreasonably withheld, prior to the execution thereof, any proposed Lease of the Improvements or any portion thereof that differs materially and adversely from the aforementioned form Lease. Grantor shall not execute any Lease for all or a substantial portion of the Property, except for an actual occupancy by the Tenant thereunder, and shall at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all Leases with respect to the Property, now or hereafter existing, on the part of the landlord, lessor or licensor thereunder to be kept and performed. Grantor shall furnish to Grantee, within ten (10) days after a request by Grantee to do so, but in any event by January 1 of each year, a current Rent Roll certified by Grantor as being true and correct containing the names of all Tenants with respect to the Property, the terms of their respective Leases, the spaces occupied and the rentals or fees payable thereunder and the amount of each tenant's security deposit. Upon the request of GranteeXxxxxxx, Grantor shall deliver to Grantee a copy of each such Lease. Grantor shall not do or suffer to be done any act that might result in a default by the landlord, lessor or licensor under any such Lease or allow the Tenant thereunder to withhold payment or rent and, excet as otherwise expressly permitted by the terms of Section 1.12 hereof, shall not further assign any such Lease or any such rents. Grantor, at no cost or expense to Grantee, shall enforce, short of termination, the performance and observance of each and every condition and covenant of each of the parties under such Leases. Grantor shall not, without the prior written consent of Grantee, modify any of the Leases, terminate or accept the surrender of any Leases, waive or release any other party from the performance or observance of any obligation or condition under such Leases except in the normal course of business in a manner which is consistent with sound and customary leasing and management practices for similar properties in the community in which the Property is located. Grantor shall not permit the prepayment of any rents under any of the Leases for more than one (1) month prior to the due date thereof. (b) Each commercial Lease executed after the date hereof affecting any of the Real Estate or the Improvements must provide, in a manner approved by Grantee, that the Tenant will recognize as its landlord, lessor or licensor, as applicable, and attorn to any person succeeding to the interest of Grantor upon any foreclosure of this Security Deed or deed in lieu of foreclosure. Each such commercial Lease shall also provide that, upon request of said successor-in-interest, the Tenant shall execute and deliver an instrument or instruments confirming its attornment as provided for in this Section; provided, however, that neither Grantee nor any successor-in-interest shall be bound by any payment of rental for more than one (1) month in advance, or any amendment or modification of said commercial Lease made without the express written consent of Grantee or said successor-in-interest. (c) Upon the occurrence of an Event of Default under this Security Deed, whether before or after the whole principal sum secured hereby is declared to be immediately due or whether before or after the institution of legal proceedings to foreclose this Security Deed, forthwith, upon demand of Grantee, Grantor shall surrender to Grantee and Grantee shall be entitled to take actual possession of the Property or any part thereof personally, or by its agent or attorneys. In such event, Grantee shall have, and Grantor hereby gives and grants to Grantee, the right, power and authority to make and enter into Leases with respect to the Property or portions thereof for such rents and for such periods of occupancy and upon conditions and provisions as Grantee may deem desirable in its sole discretion, and Grantor expressly acknowledges and agrees that the term of any such Lease may extend beyond the date of any foreclosure sale at the Property; it being the intention of Grantor that in such event Grantee shall be deemed to be and shall be the attorney-in-fact of Grantor for the purpose of making and entering into Leases of parts or portions of the Property for the rents and upon the terms, conditions and provisions deemed desirable to Grantee in its sole discretion and with like effect as if such Leases had been made by Grantor as the owner in fee simple of the Property free and clear of any conditions or limitations established by this Security Deed. The power and authority hereby given and granted by Grantor to Grantee shall be deemed to be coupled with an interest, shall not be revocable by Grantor so long as any indebtedness secured hereby is outstanding, shall survive the voluntary or involuntary dissolution of Grantor and shall not be affected by any disability or incapacity suffered by Grantor subsequent to the date hereof. In connection with any action taken by Grantee pursuant to this Section, Grantee shall not be liable for any loss sustained by Grantor resulting from any failure to let the Property, or any part threof, or from any other act or omission of Grantee in managing the Property, nor shall Grantee be obligated to perform or discharge any obligation, duty or liability under any Lease covering the Property or any part thereof or under or by reason of this instrument or the exercise of rights or remedies hereunder. Grantor shall, and does hereby, indemnify Grantee for, and hold Grantee harmless from, any and all claims, actions, demands, liabilities, loss or damage which may or might be incurred by Grantee under any such Lease or under this Security Deed or by the exercise of rights or remedies hereunder and from any and all claims and demands whatsoever which may be asserted against Grantee by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any such Lease other than those finally determined by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of Grantee. Should Grantee incur any such liability, the amount thereof, including, without limitation, costs, expenses and attorneys' fees, together with interest thereon at the Default Interest Rate from the date incurred by Grantee until actually paid by Grantor, shall be immediately due and payable to Grantee by Grantor on demand and shall be secured hereby and by all of the other Loan Documents securing all or any part of the indebtedness evidenced by the Note. Nothing in this Section shall impose on Grantee any duty, obligation or responsibility for the control, care, management or repair of the Property, or for the carrying out of any of the terms and conditions of any such Lease nor shall it operate to make Grantee responsible or liable for any waste committed on the Property by the Tenants or by any other parties or for any dangerous or defective condition of the Property, or for any negligence in the management, upkeep, repair or control of the Property. Grantor hereby assents to, ratifies and confirms any and all ations of Grantee with respect to the Property taken under this Section.

Leases and Licenses. (a) Prior to execution of any Leases of space in the Improvements All leases entered into by Grantor after the date hereofhereof (excluding, Grantor shall submit to Granteehowever, any standard, commercially reasonable registration card for Grantee's prior approvalovernight guests and any standard, which approval shall not be unreasonably withheld, a copy commercially reasonable agreements for the use of the form Lease Grantor plans to use in leasing space banquet facilities or meeting rooms entered into in the Improvements. All Leases ordinary course of space in business), shall be written on the Improvements standard form lease (without any material changes) which Beneficiary has approved or shall approve prior to the use thereof and shall be on arm's length terms consistent with the terms for similar leases in the market area of the Real EstateLand or otherwise approved in writing by Beneficiary, shall provide for free rent only if the same is consistent with prevailing market conditions and shall provide for market rents then prevailing in the market area of the Real EstateLand. Such leases shall also provide for Security Deposits in reasonable amounts. Grantor shall also submit to Grantee Beneficiary for GranteeBeneficiary's approval, which approval shall not be unreasonably withheld, prior to the execution thereof, any proposed Lease lease, license or occupancy agreement of the Improvements or any portion thereof that differs materially and adversely from the aforementioned form Leaselease. Grantor shall not execute any Lease lease, license or occupancy agreement for all or a substantial portion of the Property, except for an actual occupancy by the Tenant tenant, lessee or licensee thereunder, and shall at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all Leases leases, licenses and occupancy agreements with respect to the Property, now or hereafter existing, on the part of the landlord, lessor or licensor thereunder to be kept and performed. Grantor shall furnish to Grantee, within ten (10) days after a request by Grantee to do so, but in any event by January 1 of each year, a current Rent Roll certified by Grantor as being true and correct containing the names of all Tenants with respect to the Property, the terms of their respective Leases, the spaces occupied and the rentals or fees payable thereunder and the amount of each tenant's security deposit. Upon the request of GranteeBeneficiary, Grantor shall deliver to Grantee Beneficiary a copy of each such Leaselease, license and occupancy agreement. Grantor shall not do or suffer to be done any act that might result in a default by the landlord, lessor or licensor under any such Lease lease, license or occupancy agreement or allow the Tenant tenant, lessee or licensee thereunder to withhold payment or rent and, excet except as otherwise expressly permitted by the terms of Section 1.12 1.13 hereof, shall not further assign any such Lease lease, license or occupancy agreement or any such rents. Grantor, at no cost or expense to GranteeBeneficiary, shall enforce, short of termination, the performance and observance of each and every condition and covenant of each of the parties under such Leasesleases. Grantor shall not, without the prior written consent of GranteeBeneficiary, modify any of the Leasesleases, terminate or accept the surrender of any Leasesleases, waive or release any other party from the performance or observance of any obligation or condition under such Leases leases except in the normal course of business in a manner which is consistent with sound and customary leasing and management practices for similar properties in the community in which the Property is located. Grantor shall not permit the prepayment of any rents under any of the Leases leases for more than one (1) month prior to the due date thereof. (b) Each commercial Lease executed after the date hereof affecting any of the Real Estate or the Improvements must provide, in a manner approved by Grantee, that the Tenant will recognize as its landlord, lessor or licensor, as applicable, and attorn to any person succeeding to the interest of Grantor upon any foreclosure of this Security Deed or deed in lieu of foreclosure. Each such commercial Lease shall also provide that, upon request of said successor-in-interest, the Tenant shall execute and deliver an instrument or instruments confirming its attornment as provided for in this Section; provided, however, that neither Grantee nor any successor-in-interest shall be bound by any payment of rental for more than one (1) month in advance, or any amendment or modification of said commercial Lease made without the express written consent of Grantee or said successor-in-interest. (c) Upon the occurrence of an Event of Default under this Security Deed, whether before or after the whole principal sum secured hereby is declared to be immediately due or whether before or after the institution of legal proceedings to foreclose this Security Deed, forthwith, upon demand of Grantee, Grantor shall surrender to Grantee and Grantee shall be entitled to take actual possession of the Property or any part thereof personally, or by its agent or attorneys. In such event, Grantee shall have, and Grantor hereby gives and grants to Grantee, the right, power and authority to make and enter into Leases with respect to the Property such discount programs or portions thereof for such rents and for such periods of occupancy and upon conditions and provisions as Grantee may deem desirable in its sole discretion, and Grantor expressly acknowledges and agrees that the term of any such Lease may extend beyond the date of any foreclosure sale at the Property; it being the intention of Grantor that in such event Grantee shall be deemed to be and shall be the attorney-in-fact of Grantor for the purpose of making and entering into Leases of parts or portions of the Property for the rents and upon the terms, conditions and provisions deemed desirable to Grantee in its sole discretion and with like effect as if such Leases had been made by Grantor as the owner in fee simple of the Property free and clear of any conditions or limitations established by this Security Deed. The power and authority hereby given and granted by Grantor to Grantee shall be deemed to be coupled with an interest, shall not be revocable by Grantor other patronage agreements without Beneficiary's prior approval so long as any indebtedness secured hereby is outstanding, shall survive the voluntary or involuntary dissolution of Grantor such programs and shall not be affected by any disability or incapacity suffered by Grantor subsequent to the date hereof. In connection agreements are in accordance with any action taken by Grantee pursuant to this Section, Grantee shall not be liable for any loss sustained by Grantor resulting from any failure to let the Property, or any part threof, or from any other act or omission of Grantee in managing the Property, nor shall Grantee be obligated to perform or discharge any obligation, duty or liability under any Lease covering the Property or any part thereof or under or by reason of this instrument or the exercise of rights or remedies hereunder. Grantor shall, industry customs and does hereby, indemnify Grantee for, standards and hold Grantee harmless from, any and all claims, actions, demands, liabilities, loss or damage which may or might be incurred by Grantee under any such Lease or under this Security Deed or by the exercise of rights or remedies hereunder and from any and all claims and demands whatsoever which may be asserted against Grantee by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any such Lease other than those finally determined by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of Grantee. Should Grantee incur any such liability, the amount thereof, including, without limitation, costs, expenses and attorneys' fees, together with interest thereon at the Default Interest Rate from the date incurred by Grantee until actually paid by Grantor, shall be immediately due and payable to Grantee by Grantor on demand and shall be secured hereby and by all of the other Loan Documents securing all or any part of the indebtedness evidenced by the Note. Nothing in this Section shall impose on Grantee any duty, obligation or responsibility for the control, care, management or repair of the Property, or for the carrying out of any of the terms and conditions of any such Lease nor shall it operate to make Grantee responsible or liable for any waste committed on the Property by the Tenants or by any other parties or for any dangerous or defective condition of the Property, or for any negligence in the management, upkeep, repair or control of the Property. Grantor hereby assents to, ratifies and confirms any and all ations of Grantee with respect to the Property taken under this Sectionotherwise reflect sound business practices.