Common use of Leases Clause in Contracts

Leases. (a) Grantor will not (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.

Leases. (a) Grantor Mortgagor will not (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's Mortgagee’s prior consent, (ii) except where the lessee is in default thereundermodify, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term in a manner which is not commercially reasonable, (iii) accept prepayments of any installments of rents in excess of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents month’s rent to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunderthereunder and lease cancellation or buy-out fees in connection with a permitted cancellation, (viv) modify, release or terminate any guaranties of any such lease in a manner which is not commercially reasonable or (viv) in any other manner impair the value of the Mortgaged Property as a whole or the security hereof. In addition, Mortgagor will comply with the leasing requirements set forth in Section 6.10 of the Loan Agreement. (b) Grantor Mortgagor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property managerthereunder, and will at all times promptly and faithfully perform, or cause to be performed, in a commercially reasonable manner, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary use commercially reasonable efforts to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor Mortgagor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary Mortgagee and shall deliver copies thereof to Beneficiary Mortgagee promptly upon receipt. (c) In Each lease of the Premises, or of any part thereof, entered into after the date hereof shall provide that, in the event of the enforcement by Trustee or Beneficiary Mortgagee of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise thereunder will, upon request of any person succeeding to the interest of Grantor Mortgagor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interestlease. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment. (d) Mortgagor shall apply tenant security deposits only in accordance with the applicable Leases. Mortgagor shall, promptly upon Mortgagee’s request following an Event of Default, deposit all tenant security deposits in respect of the Premises into an account with Mortgagee or as designated by Mortgagee, which deposits shall be held and disbursed to tenants as required under the terms of their respective leases. If an Event of Default exists, Mortgagor shall be deemed to be holding all tenant security deposits in trust for the benefit of Mortgagee, subject to the rights of tenants in such security deposits.

Leases. (a) Grantor will not (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consentTrue, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease correct and complete copies of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise willProperty and any amendments thereto (collectively, upon request the "Leases") are available at Contributor's corporate office for review and copying by FWRLP. Attached hereto as Exhibit B is a description of all of the Leases and a current rent schedule ("Rent Schedule") covering the Leases. There are no leases or tenancies of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change space in the terms Property other than those set forth in Exhibit B or other provisions any subleases or subtenancies which have been consented to by Contributor or of such lease, provided, however, that said successor which Contributor has actual knowledge unless otherwise noted therein. Except as otherwise set forth in interest shall not be bound by Exhibit B or elsewhere in this Agreement: (i) any payment to the best of rent or additional rent for more than one (1) month Contributor's knowledge, the Leases are in advancefull force and effect and constitute a legal, except prepayments in valid and binding obligation of the nature of security for the performance respective tenants and are assignable by said lessee of its obligations under said lease or Contributor to FWRLP; (ii) no tenant has an option to purchase the Property; (iii) no renewal or expansion options have been granted to the tenants, except as provided in the Leases; (iv) to the best of Contributor's knowledge, Contributor is not in default under any amendment or modification of the lease made without Leases; (v) the consent rents set forth on the Rent Schedule are being collected on a current basis and there are no arrearages in excess of Beneficiary one month, except as indicated in Exhibit B hereto, nor has any tenant paid any rent, additional rent or other charge of any nature for a period of more than thirty (30) days in advance; (vi) all work for tenant alterations and other work or materials contracted for by Contributor and any tenant has been completed, and all work and materials have been fully paid for or will be paid for by Closing and all contributions to tenants for tenant improvements, if any, have been paid in full or will be paid for by Closing; (vii) Contributor has not sent written notice to any tenant claiming that such successor tenant is in interest. Each lease shall also provide thatdefault, upon request which default remains uncured, and to the best of Contributor's knowledge, no tenant is in default under its Lease, except as indicated in Exhibit B hereto; (ix) no action or proceeding instituted against Contributor by said successor any tenant is presently pending in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.any court; and (x) there are no security deposits other than those set forth in Exhibit B.

Leases. (a) Grantor will not (i) execute An affidavit (the “Leasing Affidavit”) of an assignment Authorized Officer of the rents Borrower certifying that except as disclosed in the estoppel certificates delivered to the Administrative Agent prior to the Closing Date, that certain Xxxxxxx, Xxxxxx & Company Delinquency/Aging Report (Summarized) dated 7/20/2005 provided to the Administrative Agent, or the rent rolls delivered to the Administrative Agent pursuant to Section 7.22, (A) each tenant lease listed in the Leasing Affidavit is in full force and effect; (B) the tenant lease summaries provided by the Borrower to the Administrative Agent are true and correct and, as to all matters contained therein relating to rent, term, termination rights, options to renew, extend or expand, rights of first refusal or offer, tenant improvement allowances, security deposits and other credit enhancements, insurance, tax and operating expense recovery, and obligations with respect to subordination, non-disturbance and attornment, complete in all material respects, and such summaries do not fail to disclose any part material term of any Lease which would adversely affect the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof from consistent with the Premises without Beneficiary's prior consentterms disclosed in such summary and the rent rolls delivered to the Administrative Agent pursuant to Section 7.22; (C) no defaults exist under any of the Leases (other than the Major Leases) by any party (including any guarantor) thereto that, individually or in the aggregate with respect to all such defaults, would result in a Material Adverse Effect and, to the knowledge of the Borrower, no material default exists under any of the Major Leases; and (D) to the Borrower’s knowledge, no event which would result in a material adverse change in the financial condition, operations or business of one or more tenants under Major Leases has occurred which the Borrower has determined would adversely affect the ability of such tenant to pay its rent and perform its other material obligations under such Major Lease and (ii) except where the lessee is in default thereunder, terminate or consent to standard office lease form and the cancellation or surrender of any standard retail lease of form (both as approved by the Premises or of any part thereof, now existing or hereafter Administrative Agent) to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security used for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereofProjects. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.

Leases. To each Borrower’s actual knowledge after due inquiry and except as set forth on Schedule X attached hereto or as otherwise disclosed in the estoppel certificates delivered to Lender in connection with the closing of the Loan, (a) Grantor will the Properties are not subject to any Leases other than the HRHI Lease and the other Leases described in said Schedule X, (ib) execute an assignment each Mortgage Borrower is the owner and lessor of the rents landlord’s interest in each such Lease affecting its Property, (c) no Person has any possessory interest in any Property or any part thereof from right to occupy the Premises without Beneficiary's prior consentsame except under and pursuant to the provisions of such Leases, (iid) except where all commercial Leases are in full force and effect and there are no material defaults thereunder by either party and there are no conditions that, with the lessee is in default thereunderpassage of time or the giving of notice, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereofboth, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor would constitute material defaults thereunder, (ive) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance copies of the lessees thereundercommercial Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (vf) modify, release or terminate any guaranties of any such lease or no Rent (viincluding security deposits) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for has been paid more than one (1) month in advanceadvance of its due date, (g) all work to be performed by the landlord under each Lease has been performed as required in such Lease and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by any Mortgage Borrower to any tenant has already been received by such tenant, (h) there has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents received therein which is still in effect, (i) no commercial tenant listed on Schedule X has assigned its Lease or sublet all or any portion of the premises demised thereby, no such commercial tenant holds its leased premises under assignment or sublease, nor does anyone except prepayments such commercial tenant and its employees occupy such leased premises, (j) no tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the Property of which the leased premises are a part, and (k) no tenant under any Lease has any right or option for additional space in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentImprovements.

Leases. (a) Grantor will not Borrower shall furnish Lender with copies of all Leases to which any Borrower is a party entered into after the Original Closing Date. All new Leases and renewals or amendments of Leases shall, subject in the case of renewals to the terms and provisions of the applicable existing Lease (including any conditions or requirements with respect to attornment, subordination and attornment), be (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consententered into on terms and with Tenants that could not reasonably be expected to result in a Material Adverse Effect, (ii) except where the lessee is in default thereunder, terminate or consent subject and subordinate to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, Mortgages and (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security contain provisions for the performance agreement by the Tenant thereunder to attorn to Lender and any purchaser at a foreclosure sale, such attornment to be self-executing and effective upon acquisition of title to the lessees thereunderapplicable Property by any purchaser at a foreclosure sale, (v) modifywhich agreement by Tenant may be conditioned upon Lender entering into a subordination, release or terminate any guaranties of any such lease or (vi) in any other manner impair attornment and non-disturbance agreement mutually acceptable to Lender and the value of applicable Tenant. If expressly required pursuant to a Lease, Lender shall enter into a subordination, attornment and non-disturbance agreement mutually acceptable to Lender and the Mortgaged Property or the security hereofapplicable Tenant. (b) Grantor will Any Lease that does not execute conform to the standards set forth in Section 4.7(a) (except for any lease Lease to an owner or operator of part or all or of the Sears Auto Center business in connection with the separation of a substantial material portion of the Premises except for actual occupancy by business or assets of such business from the lessee thereunder assets of Guarantor ) shall be subject to the prior written consent of Lender, which consent shall not be unreasonably withheld, delayed or its property managerconditioned. In addition, all new Leases that are Third-Party Leases, and will at all times promptly terminations, renewals and faithfully performamendments of Third-Party Leases, and any surrender of rights under any Third-Party Lease, shall be subject to the prior written consent of Lender, which consent shall not be unreasonably withheld, delayed or cause conditioned. (c) Borrower shall (i) observe and punctually perform in all material respects all the material obligations imposed upon the lessor under the Leases; (ii) use all reasonable efforts to be performed, enforce all of the covenantsmaterial terms, covenants and conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, Leases on the part of the lessor lessee thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance observed or performed, short of termination thereof, except that Borrower may terminate any Lease following a material default thereunder by the lessee respective Tenant; (iii) not collect any of the rents thereunder more than one month in advance; (iv) not execute any assignment of lessor’s interest in the Leases or associated rents other than the assignments of rents and leases under the Mortgages; and (v) not cancel or terminate any guarantee of any of the Third-Party Leases without the prior written consent of Lender. (d) Security deposits of Tenants under all Leases shall be held in compliance with Legal Requirements and any provisions in Leases relating thereto. Borrower shall maintain books and records of sufficient detail to identify all security deposits of Tenants separate and apart from any other payments received from Tenants. Subject to Legal Requirements, Borrower hereby pledges to Lender as security for the Indebtedness any bond or other instrument held by Borrower in lieu of cash security. Upon foreclosure on any Property, Borrower shall deliver to Lender an amount equal to the aggregate security deposits of the Tenants at such Property (and any interest theretofore earned on such security deposits and actually received by Borrower), and any such bonds, that Borrower had not returned to the applicable Tenants or applied in accordance with the terms of the applicable Lease. (e) Borrower shall promptly deliver to Lender a copy of each lease written notice from a Tenant under any Third-Party Lease claiming that Borrower is in default in the performance or observance of all obligationsany of the material terms, covenants and agreements by such lessee or conditions thereof to be performed thereunderor observed by Borrower. If Borrower shall use commercially reasonable efforts to provide in each Third-Party Lease executed after the Original Closing Date to which Borrower is a party that any Tenant delivering any such notice shall send a copy of such leases provide for notice directly to Lender. (f) All agreements entered into by or on behalf of Borrower that require the giving by the lessee payment of certificates leasing commissions with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of Leases at any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms Property or other provisions of such lease, provided, however, that said successor in interest similar compensation to any party shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in provide that the nature of security for the performance by said lessee of its obligations under said lease or obligation will not be enforceable against Lender and (ii) any amendment or modification be subordinate to the lien of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentMortgage.

Leases. (a) Grantor will not (i) execute an assignment Permit any Consolidated Party to enter into, terminate, cancel, amend, restate, supplement or otherwise modify any Lease relating to any Borrowing Base Property without the prior written consent of the rents or any part thereof from the Premises without Beneficiary's prior consent, Administrative Agent (ii) except where the lessee is in default thereunder, terminate or such consent to be granted or withheld in the cancellation or surrender of any lease reasonable discretion of the Premises or Administrative Agent, subject to the applicable tenant’s entering into of any part thereofa subordination, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, non-disturbance and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates attornment agreement with respect to the status applicable Lease in form and substance acceptable to the Administrative Agent); provided, that this Section 8.17 shall not be deemed (a) to prohibit the applicable Loan Party’s continued performance under any Lease existing as of the Closing Date; (b) to require the Administrative Agent’s approval for any Lease or any such leasestermination, Grantor shall exercise cancellation, amendment, restatement, supplement or modification thereof with respect to Leases permitted or authorized under the Management Agreements (other than the Lease Agreements) or any parking, restaurant, retail, business, spa, laundry service spaces or wireless antennae leases or any other leases for uses that are customary or ancillary to the operation of the applicable Borrowing Base Property that is on market-rate terms and conditions and by its right terms is expressly subordinated to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof the Mortgage Instrument related to Beneficiary promptly upon receipt. the applicable Borrowing Base Property; (c) In to prohibit the event applicable Loan Party from terminating any Lease by reason of a default by the enforcement tenant thereunder, provided that such termination is commercially reasonable; (d) to prohibit the entering into by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request a Loan Party of any person succeeding ground lease with respect to outparcels held in connection with the applicable Borrowing Base Property, to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by extent (i) any payment the value of rent or additional rent for more than one (1) month in advance, except prepayments in such ground leased outparcels are not material to the nature operation of security for the performance by said lessee of its obligations under said lease or applicable hotel and (ii) any amendment the applicable ground lessee has entered into a subordination, non-disturbance and attornment agreement with respect to the applicable ground lease in form and substance acceptable to the Administrative Agent; (e) to prohibit the Loan Parties from entering into the Lease Agreements; or modification of (f) to prohibit RHP Hotels, LLC, as successor by merger to RHP Property OH, LLC, from leasing what is commonly referred to as the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentLa Petite Building on market terms.

Leases. (a) Grantor will not (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent relation to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter tenancy agreement to be made, having an unexpired term of one (1) year or more, provided, however, that any lease which its Secured Property may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security subject for the performance of the lessees thereundertime being, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, observe and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained perform in all leases of material respects the Premises or portions thereof now or hereafter existing, covenants on the part of the lessor thereunder and enforce the performance and observance in all material respects of the lessee's covenants and conditions each contained in such lease or tenancy agreement, efficiently manage the premises demised by such lease or tenancy agreement and not grant any licence, waiver, consent or approval under, or agree any material variation to the terms of, or any downward rent review under, such lease or tenancy agreement without the prior written consent of the Security Trustee (such consent not to be kept and performed and will at all times do all things reasonably necessary unreasonably withheld or delayed) (it being acknowledged that such Company may agree an upward rent review in relation to compel performance by the lessee under each any lease of all obligations, covenants and agreements by such lessee or tenancy agreement to which its Secured Property may be performed thereunder. If any of such leases provide subject for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made time being without the consent of Beneficiary the Security Trustee) and from time to time on demand supply to the Security Trustee such information in relation to the above as the Security Trustee reasonably requests; and (ii) in relation to any lease or tenancy agreement under which its Secured Property may be held, observe and perform in all material respects the covenants on the part of the lessee and enforce the performance and observance in all material respects of the lessor's covenants and conditions each contained in such successor lease or tenancy agreement, duly and efficiently (for the lessee's benefit) negotiate and deal with any upward rent review (it being acknowledged that such Company may agree a downward rent review without the consent of the Security Trustee) (such consent not to be unreasonably withheld or delayed), notify the Security Trustee promptly of any matter or event under or by reason of which such lease has or may become subject to determination or to the exercise by the lessor of any right of re-entry or forfeiture, if reasonably required by the Security Trustee, pursue diligently applications for relief from forfeiture of any lease and from time to time on demand supply to the Security Trustee such information in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.relation to the above as the Security Trustee reasonably requests; and

Leases. (a) Grantor will Borrower shall not (i) execute an assignment enter into any Lease for all or any portion of the rents Property without the prior written consent of Lender, which consent may be granted or withheld in Lender’s sole discretion. Borrower shall not amend in any part thereof from the Premises without Beneficiary's prior consentrespect, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of or terminate, the Master Lease, or any lease guaranty of the Premises Master Lease or amend in any material respect any other Lease hereafter entered into, without in each instance, the prior written consent of any part thereofLender, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease which consent may be cancelled if promptly after the cancellation granted or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise withheld in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereofLender’s sole discretion. (b) Grantor will not execute any lease of all Borrower (i) shall observe and perform (or cause the observance and performance of) the obligations imposed upon the lessor under the Leases (including the Master Lease) in a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, commercially reasonable manner; (ii) shall enforce (or cause to be performedenforced) the terms, all of the covenants, covenants and conditions and agreements contained in all leases of such Leases (including the Premises or portions thereof now or hereafter existing, on Master Lease) upon the part of the lessor Tenants thereunder (including the Master Tenant) to be kept and observed or performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as in a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, commercially reasonable manner; provided, however, that said successor in interest Borrower shall not terminate or accept a surrender of any Leases (including the Master Lease), without the prior written consent of Lender, which consent may be bound by granted or withheld in Lender’s sole discretion; (iiii) shall not collect (or permit the collection of) any payment of rent or additional rent for the Rents more than one (1) month in advance, except prepayments advance (other than security deposits); (iv) shall not execute (or permit the execution of) any assignment of lessor’s interest in the nature Leases (including the Master Lease) or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change (or permit the alteration, modification or change of) any Lease (including the Master Lease) so as to change the amount of or payment date for rent, change the expiration date, grant any option for additional space or term, materially reduce the obligations of the Tenant (including Master Tenant) or increase the obligations of the lessor; and (vi) shall promptly furnish (or cause to be furnished) to Lender any notice of default or termination received by Borrower from any Tenant (including Master Tenant), and any notice of default or termination given by Borrower to any Tenant (including Master Tenant). Upon request, Borrower shall promptly furnish (or cause to be furnished) Lender with executed copies of all Leases and a statement of all Tenant security for or other deposits. (c) All security deposits of Tenants held by Borrower, whether held in cash or any other form, shall be segregated from any other funds of Borrower and, if cash, shall be deposited by Borrower at a separately designated Eligible Account under Borrower’s control at an Eligible Institution. After the performance commencement of a Cash Trap Period, Borrower shall, upon Lender’s request, if permitted by said lessee applicable Legal Requirements, cause all such security deposits (and any interest theretofore earned thereon) to be transferred into the Cash Management Account (which shall then be held by Cash Management Bank in a separate Account), which shall be held by Cash Management Bank subject to the terms of its obligations the applicable Lease. Any bond or other instrument which Borrower is permitted to hold in lieu of cash security deposits under said lease or any applicable Legal Requirements (i) shall be maintained in full force and effect in the full amount of such deposits unless replaced by cash deposits as hereinabove described, (ii) shall be issued by an institution reasonably satisfactory to Lender, (iii) shall, if permitted pursuant to any amendment Legal Requirements, name Lender as payee or modification mortgagee thereunder (or at Lender’s option, be fully assignable to Lender), and (iv) shall in all respects comply with any applicable Legal Requirements and otherwise be satisfactory to Lender. Borrower shall, upon request, provide Lender with evidence satisfactory to Lender of Borrower’s compliance with the foregoing. (d) To the extent Borrower has a right under the Master Lease to approve or consent, Borrower shall not permit or consent to any assignment or sublease of any Lease (including the Master Lease), without the prior written consent of Lender, which consent may be granted or withheld in Lender’s sole discretion. (e) Borrower shall not agree to a reduction in the amount of Rent (including a determination of Base Rent or Percentage Rent due under the Master Lease following the fifth (5th) anniversary of the lease made Commencement Date (as defined in the Master Lease)) without the Lender’s prior written consent, which consent of Beneficiary may be granted or such successor withheld in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentLender’s sole discretion.

Leases. To each Borrower’s actual knowledge after due inquiry and except as set forth on Schedule X attached hereto or as otherwise disclosed in the estoppel certificates delivered to Lender in connection with the origination of the Loan, (a) Grantor will the Properties are not subject to any Leases other than the Leases described in said Schedule X, (ib) execute an assignment each Mortgage Borrower is the owner and lessor of the rents landlord’s interest in each such Lease affecting its Property, (c) no Person has any possessory interest in any Property or any part thereof from right to occupy the Premises without Beneficiary's prior consentsame except under and pursuant to the provisions of such Leases, (iid) except where all commercial Leases are in full force and effect and there are no material defaults thereunder by either party and there are no conditions that, with the lessee is in default thereunderpassage of time or the giving of notice, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereofboth, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor would constitute material defaults thereunder, (ive) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance copies of the lessees thereundercommercial Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (vf) modify, release or terminate any guaranties of any such lease or no Rent (viincluding security deposits) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for has been paid more than one (1) month in advanceadvance of its due date, (g) all work to be performed by the landlord under each Lease has been performed as required in such Lease and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by any Mortgage Borrower to any tenant has already been received by such tenant, (h) there has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents received therein which is still in effect, (i) no commercial tenant listed on Schedule X has assigned its Lease or sublet all or any portion of the premises demised thereby, no such commercial tenant holds its leased premises under assignment or sublease, nor does anyone except prepayments such commercial tenant and its employees occupy such leased premises, (j) no tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the Property of which the leased premises are a part, and (k) no tenant under any Lease has any right or option for additional space in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentImprovements.

Leases. (a) Grantor will not Borrower shall furnish Lender with copies of all Leases to which any Borrower is a party entered into after the Closing Date. All new Leases and renewals or amendments of Leases shall, subject in the case of renewals to the terms and provisions of the applicable existing Lease (including any conditions or requirements with respect to attornment, subordination and attornment), be (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consententered into on terms and with Tenants that could not reasonably be expected to result in a Material Adverse Effect, (ii) except where the lessee is in default thereunder, terminate or consent subject and subordinate to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, Mortgages and (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security contain provisions for the performance agreement by the Tenant thereunder to attorn to Lender and any purchaser at a foreclosure sale, such attornment to be self-executing and effective upon acquisition of title to the lessees thereunderapplicable Property by any purchaser at a foreclosure sale, (v) modifywhich agreement by Tenant may be conditioned upon Lender entering into a subordination, release or terminate any guaranties of any such lease or (vi) in any other manner impair attornment and non-disturbance agreement mutually acceptable to Lender and the value of applicable Tenant. If expressly required pursuant to a Lease, Lender shall enter into a subordination, attornment and non-disturbance agreement mutually acceptable to Lender and the Mortgaged Property or the security hereofapplicable Tenant. (b) Grantor will Any Lease that does not execute conform to the standards set forth in Section 4.7(a) (except for any lease Lease to an owner or operator of part or all or of the Sears Auto Center business in connection with the separation of a substantial material portion of the Premises except for actual occupancy by business or assets of such business from the lessee thereunder assets of Guarantor ) shall be subject to the prior written consent of Lender, which consent shall not be unreasonably withheld, delayed or its property managerconditioned. In addition, all new Leases that are Third-Party Leases, and will at all times promptly terminations, renewals and faithfully performamendments of Third-Party Leases, and any surrender of rights under any Third-Party Lease, shall be subject to the prior written consent of Lender, which consent shall not be unreasonably withheld, delayed or cause conditioned. (c) Borrower shall (i) observe and punctually perform in all material respects all the material obligations imposed upon the lessor under the Leases; (ii) use all reasonable efforts to be performed, enforce all of the covenantsmaterial terms, covenants and conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, Leases on the part of the lessor lessee thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance observed or performed, short of termination thereof, except that Borrower may terminate any Lease following a material default thereunder by the lessee respective Tenant; (iii) not collect any of the rents thereunder more than one month in advance; (iv) not execute any assignment of lessor’s interest in the Leases or associated rents other than the assignments of rents and leases under the Mortgages; and (v) not cancel or terminate any guarantee of any of the Third-Party Leases without the prior written consent of Lender. (d) Security deposits of Tenants under all Leases shall be held in compliance with Legal Requirements and any provisions in Leases relating thereto. Borrower shall maintain books and records of sufficient detail to identify all security deposits of Tenants separate and apart from any other payments received from Tenants. Subject to Legal Requirements, Borrower hereby pledges to Lender as security for the Indebtedness any bond or other instrument held by Borrower in lieu of cash security. Upon foreclosure on any Property, Borrower shall deliver to Lender an amount equal to the aggregate security deposits of the Tenants at such Property (and any interest theretofore earned on such security deposits and actually received by Borrower), and any such bonds, that Borrower had not returned to the applicable Tenants or applied in accordance with the terms of the applicable Lease. (e) Borrower shall promptly deliver to Lender a copy of each lease written notice from a Tenant under any Third-Party Lease claiming that Borrower is in default in the performance or observance of all obligationsany of the material terms, covenants and agreements by such lessee or conditions thereof to be performed thereunderor observed by Borrower. If Borrower shall use commercially reasonable efforts to provide in each Third-Party Lease executed after the Closing Date to which Borrower is a party that any Tenant delivering any such notice shall send a copy of such leases provide for notice directly to Lender. (f) All agreements entered into by or on behalf of Borrower that require the giving by the lessee payment of certificates leasing commissions with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of Leases at any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms Property or other provisions of such lease, provided, however, that said successor in interest similar compensation to any party shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in provide that the nature of security for the performance by said lessee of its obligations under said lease or obligation will not be enforceable against Lender and (ii) any amendment or modification be subordinate to the lien of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentMortgage.

Leases. (a) Grantor Mortgagor will not (i) execute an assignment of the rents or any part thereof from the Premises without BeneficiaryMortgagee's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor Mortgagor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor Mortgagor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary Mortgagee and shall deliver copies thereof to Beneficiary Mortgagee promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary Mortgagee of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise Premises will, upon request of any person succeeding to the interest of Grantor Mortgagor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary Mortgagee or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.

Leases. (a) Grantor will shall fully comply with all of the terms, conditions and provisions of the Leases so that the same shall not become in default and to do all that is needful to preserve all said Leases in force. With respect to any Lease of the whole or any part of the Property, Grantor shall not, without the prior written consent of Beneficiary, which consent shall not be unreasonably withheld, (i) permit assignment or subletting of all or part of the lessee's rights under the Lease unless the right to assign or sublet is expressly reserved by the lessee under the Lease, (ii) execute an assignment of the rents or any part thereof from the Premises Collateral without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify or amend any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept surrender of the Lease or terminate the Lease except in accordance with the terms of the Lease providing for termination in the event of a default, (v) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (vvi) modify, release or terminate any guaranties of any such lease or (vivii) in any other manner impair the value of the Mortgaged Property or the security hereof. Any proceeds or damages resulting from a lessee's default under any such Lease, at Beneficiary's option, shall be paid to Beneficiary and applied against sums owed under the Loan Documents even though such sums may not be due and payable. Except for non-delinquent real estate taxes and assessments, Grantor shall not permit any lien to be created against the Property which may be or may become prior to any Lease. If the Property is partially condemned or suffers a casualty, Grantor shall promptly repair and restore the Property in order to comply with the Leases. (b) Grantor will not execute any lease of all or a substantial portion of the Premises Property except for actual occupancy by the lessee thereunder or its property managerthereunder, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises Property or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In Each lease of the Property, or of any part thereof, executed after the date hereof, shall provide that, in the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise thereunder will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, (x) the lease is subordinate to this Deed (but shall also provide that Beneficiary, at its option, may subordinate this Deed to such lease) and (y) upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment. (d) Grantor shall furnish to Beneficiary upon request, but not more than semi-annually, a certified leasing status report in respect of the Property and a certified rent roll containing the names of all lessees of the Property, the terms of their respective leases, the space occupied and the rentals payable thereunder, together with copies, certified to be true and complete, of such leases as may be requested by Beneficiary. (e) Grantor shall, promptly upon Beneficiary's request, deposit all tenant security deposits in respect of the Property into an account with Beneficiary or as designated by Beneficiary, which deposits shall be held and disbursed to tenants as required under the terms of their respective leases.

Leases. (a) Grantor will not All Leases and all renewals of Leases executed after the date hereof shall (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consentprovide for rental rates comparable to existing local market rates for similar properties, (ii) except where be on commercially reasonable terms, (iii) provide that such Lease is subordinate to the Mortgage and that the lessee is will attorn to Lender and any purchaser at a foreclosure sale and (iv) not contain any terms which would materially adversely affect Lender's rights under the Loan Documents. All Major Leases and all renewals, amendments, modifications and terminations thereof executed after the date hereof shall be subject to Lender's prior approval, which approval shall not be unreasonably withheld, conditioned or delayed. Lender shall execute and deliver a Subordination Non-Disturbance and Attornment Agreement in default thereunderthe form annexed as Schedule IV to Tenants under future Major Lease approved by Lender promptly upon request with such commercially reasonable changes as may be requested by Tenants, terminate or consent from time to time, and which are reasonably acceptable to Lender. (b) Borrower (i) shall observe and perform the cancellation or surrender of any lease obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce the terms, covenants and conditions contained in the Leases upon the part of the Premises or of any part thereof, now existing or hereafter lessee thereunder to be made, having an unexpired term of one (1) year observed or moreperformed in a commercially reasonable manner, provided, however, that any lease may be cancelled if promptly after the cancellation Borrower shall not terminate or accept a surrender thereof of a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, Major Lease without Lender's prior approval; (iii) modify shall not collect any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for Rents more than one (1) month in advance, except prepayments advance (other than security deposits); (iv) shall not execute any assignment of lessor's interest in the nature Leases or the Rents (except as contemplated by the Loan Documents); and (v) shall hold all security deposits under all Leases in accordance with Legal Requirements. Upon request, Borrower shall furnish Lender with executed copies of security all Leases. (c) Notwithstanding anything to the contrary contained in this Section 4.1.9: (i) whenever Lender's approval or consent is required pursuant to the provisions of this Section 4.1.9, Borrower shall have the right to submit a term sheet of such transaction to Lender for Lender's approval, such approval not to be unreasonably withheld, conditioned or delayed. Any such term sheet submitted to Lender shall set forth all material terms of the performance proposed transaction including, without limitation, identity of tenant, square footage, term, rent, rent credits, abatements, work allowances and tenant improvements to be constructed by said lessee Borrower. Lender shall use good faith efforts to respond within ten (10) Business Days after Lender's receipt of its obligations under said lease Borrower's written request for approval or consent of such term sheet. If Lender fails to respond to such request within ten (10) Business Days, and Borrower sends a second request containing a legend in bold letters stating that Lender's failure to respond within five (5) Business Days shall be deemed consent or approval, Lender shall be deemed to have approved or consented to such term sheet if Lender fails to respond to such second written request before the expiration of such five (5) Business Day period; (ii) whenever Lender's approval or consent is required pursuant to the provisions of this Section 4.1.9 for any amendment matter that Lender has not previously approved a term sheet pursuant to Section 4.1.9(c)(i) above, Lender shall use good faith efforts to respond within ten (10) Business Days after Lender's receipt of Borrower's written request for such approval or modification consent. If Lender fails to respond to such request within ten (10) Business Days, and Borrower sends a second request containing a legend in bold letters stating that Lender's failure to respond within ten (10) Business Days shall be deemed consent or approval, Lender shall be deemed to have approved or consented to the matter for which Lender's consent or approval was sought if Lender fails to respond to such second written request before the expiration of such ten (10) Business Day period; (iii) whenever Lender's approval or consent is required pursuant to the provisions of this Section 4.1.9 for any matter that Lender has previously approved a term sheet pursuant to Section 4.1.9(c)(i) above, Lender shall use good faith efforts to respond within five (5) Business Days after Lender's receipt of Borrower's written request for such approval or consent. If Lender fails to respond to such request within five (5) Business Days, and Borrower sends a second request containing a legend in bold letters stating that Lender's failure to respond within five (5) Business Days shall be deemed consent or approval, Lender shall be deemed to have approved or consented to the matter for which Lender's consent or approval was sought if Lender fails to respond to such second written request before the expiration of such five (5) Business Day period, provided that there have been no material deviations from the term sheet and that the aggregate economics of the lease made transaction are no less favorable to Borrower than as set forth in the term sheet; (iv) in the event that Lender shall have approved (or be deemed to have approved) a term sheet submitted by Borrower with respect to a certain Lease, Lender shall not withhold its approval or consent with respect to such Lease on the basis of any provisions of such Lease dealing with the items contained in the approved term sheet; and (v) Borrower shall have the right, without the consent or approval of Beneficiary Lender in any instance, to amend, terminate or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentaccept a surrender of any Lease that is not a Major Lease.

Leases. (a) Prior to execution of any Leases of space in the Improvements after the date hereof, Grantor will not (i) execute an assignment of the rents or any part thereof from the Premises without shall submit to Beneficiary, for Beneficiary's prior consentapproval, (ii) except where which approval shall not be unreasonably withheld, a copy of the lessee is form Lease Grantor plans to use in default thereunderleasing space in the Improvements or at the Trust Property, terminate or consent but only to the cancellation extent such form is materially adversely modified from the form submitted to Beneficiary at or surrender of any lease prior to the date hereof. No further submittals of the Premises form Lease shall be required unless the form is materially adversely modified from the form most recently approved by Beneficiary. All such Leases of space in the Improvements or at the Trust Property shall be on terms consistent with the terms for similar leases in the market area of any part thereofthe Premises, now existing or hereafter to 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 Premises, and shall be made, having an unexpired for a term of not less than three (3) months or greater than one (1) year or moreyear. Such Leases shall also provide for security deposits in reasonable amounts consistent with prevailing market conditions. Grantor shall also submit to Beneficiary for Beneficiary's approval, providedwhich approval shall not be unreasonably withheld, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that proposed material adverse modification of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount form Lease of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Improvements. Grantor will shall not execute any lease of Lease for all or a substantial portion of the Premises Trust Property, except for an actual occupancy by the Tenant, lessee thereunder or its property managerlicensee thereunder, and will shall at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of Leases with respect to the Premises or portions thereof Trust Property, now or hereafter existing, on the part of the landlord, lessor or licensor thereunder to be kept and performed performed. Grantor shall furnish to Beneficiary, within thirty (30) days after a request by Beneficiary to do so, but in any event by January 1 of each year, a current Rent Roll, certified by Grantor as being true and will at all times do all things reasonably necessary to compel performance by correct, containing the lessee under each lease names of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates Tenants with respect to the status Trust Property, the terms of such leasestheir respective Leases, Grantor shall exercise its right to request such certificates within five (5) days the spaces occupied and the rentals or fees payable thereunder and the amount of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipteach Tenant's security deposit. (cb) In the event of the enforcement by Trustee Grantor shall not do or Beneficiary of the remedies provided for hereby suffer to be done any act, or by law, the lessee under each of the leases of the Premise will, upon request of omit to take any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, howeveraction, that said successor might result in interest shall not be bound a default by (i) the landlord, lessor or licensor under any such Lease or allow the Tenant thereunder to withhold payment of rent or additional cancel or terminate same and shall not further assign any such Lease or any such Rents. Grantor, at no cost or expense to Beneficiary, shall enforce, short of termination, the performance and observance of each and every condition and covenant of each of the parties under such Leases and Grantor shall not anticipate, discount, release, waive, compromise or otherwise discharge any rent payable under any of the Leases. Grantor shall not, without the prior written consent of Beneficiary, 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 Trust 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. (c) Upon the occurrence and continuance of an Event of Default under this Deed of Trust, 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 Deed of Trust, forthwith, upon demand of Beneficiary, Grantor shall surrender to Beneficiary, and Beneficiary shall be entitled to take actual possession of, the Trust Property or any part thereof personally, or by its agent or attorneys. In such event, Beneficiary shall have, and Grantor hereby gives and grants to Beneficiary, the right, power and authority to make and enter into Leases with respect to the Trust Property or portions thereof for such rents and for such periods of occupancy and upon conditions and provisions as Beneficiary may deem desirable in advanceits sole discretion, except prepayments and Grantor expressly acknowledges and agrees that the term of any such Lease may extend beyond the date of any foreclosure sale of the Trust Property, it being the intention of Grantor that in such event Beneficiary 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 Trust Property for the rents and upon the terms, conditions and provisions deemed desirable to Beneficiary 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 Trust Property free and clear of any conditions or limitations established by this Deed of Trust. The power and authority hereby given and granted by Grantor to Beneficiary shall be deemed to be coupled with an interest, shall not be revocable by Grantor so long as any portion of the Debt 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 Beneficiary pursuant to this Section, Beneficiary shall not be liable for any loss sustained by Grantor resulting from any failure to let the Trust Property, or any part thereof, or from any other act or omission of Beneficiary in managing the Trust Property, nor shall Beneficiary be obligated to perform or discharge any obligation, duty or liability under any Lease covering the Trust 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 Beneficiary for, and hold Beneficiary harmless from, any and all claims, actions, demands, liabilities, loss 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 Beneficiary. Should 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 Beneficiary until actually paid by Grantor, shall be immediately due and payable to 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 Debt. Nothing in this Section shall impose on Beneficiary any duty, obligation or responsibility for the control, care, management or repair of the Trust Property, or for the carrying out of any of the terms and conditions of the Lease, nor shall it operate to make Beneficiary responsible or liable for any waste committed on the Trust Property by the Tenants or by any other parties or for any dangerous or defective condition of the Trust Property, or for any negligence in the nature of security for the performance by said lessee of its obligations under said lease management, upkeep, repair or (ii) any amendment or modification control of the lease made without the consent Trust Property. Grantor hereby assents to, ratifies and confirms any and all actions of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentwith respect to the Trust Property taken under this Section.

Leases. (a) Grantor will not With respect to each Lease and to Contributor’s knowledge: (i) execute an assignment subject to Section 7.1.14, such Lease is legal, valid, binding, enforceable and in full force and effect against the lessor thereunder in accordance with its respective terms, subject to the qualification that the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws, now or hereafter in effect, affecting creditors’ rights generally, and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the rents court before which any proceeding for the enforcement thereof may be brought and further subject to any other legal defenses to enforcement that may be available to such lessor; and subject to Section 8.1.14, such Lease is legal, valid, binding, enforceable and in full force and effect against the tenant named therein and any other party thereto in accordance with its terms, subject to the qualification that the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws, now or hereafter in effect, affecting creditors’ rights generally, and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any part proceeding for the enforcement thereof from the Premises without Beneficiary's prior consent, may be brought; (ii) except where neither the lessee landlord under such Lease nor any other party to such Lease is in breach or default thereunder(subject to applicable notice and cure periods) that would have a Contributor Material Adverse Effect; and no event has occurred that permits termination, terminate modification or consent to the cancellation or surrender of any lease of the Premises or of any part thereofacceleration, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, such that any lease may be cancelled if promptly after the cancellation such termination, modification or surrender thereof acceleration would have a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, Contributor Material Adverse Effect; (iii) modify neither the landlord under the Lease nor any other party to such Lease has repudiated (in writing) any provision thereof, such that any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, repudiation would have a Contributor Material Adverse Effect; (iv) accept prepayments of more than one month subject to Section 8.1.14, neither Contributor nor the Contributor Affiliate has received any written notice of any installments of rents to become due pending disputes under such leasesLease, except prepayments nor is there any forbearance program in the nature of security for the performance of the lessees thereundereffect as to such Lease, such that any such forbearance program would have a Contributor Material Adverse Effect; and (v) modifyneither Contributor nor the Contributor Affiliate has received any written notice from any governmental authority having jurisdiction over the Property (“Governmental Authority”) and alleging the failure of either or both of the Property and the tenant under the applicable Lease to comply with all applicable laws, release or terminate any guaranties of rules and regulations in all material respects, such that any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereoffailure would have a Contributor Material Adverse Effect. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.

Leases. (a) Grantor will not The Mortgagor represents and warrants that ------ as of the date hereof: (i) execute an assignment of the rents or any part thereof from Leases identified in Schedule C attached hereto are the Premises without Beneficiary's prior consent, only Leases in existence on the date hereof relating to the Premises; (ii) except where the lessee is in default thereunder, terminate or consent true copies of such Leases have been previously delivered to the cancellation or surrender of Mortgagee and there are no agreements with any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, Tenant under such Leases other than those agreements expressly set forth therein; (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner Mortgagor is the amount sole owner of all of the rents payable thereunder or materially expand the obligations of the lessor thereunder, Mortgagor's Interest in such Leases; (iv) accept prepayments each of more than one month such Leases is in full force and effect, constitutes a legal, valid and binding obligation of the Mortgagor and the applicable Tenant thereunder, and is enforceable against the Mortgagor and such Tenant in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability; (v) there is no default under any installments of rents to become such Leases and there is existing no condition which with the giving of notice or passage of time or both would cause a default thereunder; (vi) all Rents due under such leases, except prepayments Leases have been paid in the nature of security for the performance full; (vii) none of the lessees thereunder, (v) modify, release Rents reserved under such Leases have been assigned or terminate any guaranties of any such lease otherwise pledged or (vi) hypothecated except in any other manner impair the value favor of the Mortgaged Property or Mortgagee pursuant to the security provisions hereof.; (bviii) Grantor will not execute any lease of all or a substantial portion none of the Premises except for actual occupancy by Rents (other than any security deposit collected in accordance with the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all provisions of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5applicable Lease) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent have been collected for more than one (1) month in advance, except prepayments in ; (ix) there exists no offsets or defenses to the nature payment of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification portion of the lease made without Rents and the consent Mortgagor owes no monetary obligation to any Tenant under any such Lease; (x) the Mortgagor has received no notice from any Tenant challenging the validity or enforceability of Beneficiary any such Lease; (xi) no such Lease contains any option to purchase, right of first refusal to purchase, right of first refusal to relet, or any other similar provision; and (xii) each such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument Lease is subordinate to this Mortgage either pursuant to its terms or instruments confirming such attornmentpursuant to a recordable Subordination Agreement.

Leases. (a) Grantor Mortgagor will not (i) execute an assignment of the rents or any part thereof from the Premises without BeneficiaryMortgagee's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor Mortgagor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor Mortgagor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary Mortgagee and shall deliver copies thereof to Beneficiary Mortgagee promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary Mortgagee of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor Mortgagor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary Mortgagee or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.

Leases. (a) Grantor will not (i) execute Borrower and Guarantor shall maintain the Expensify Lease in effect at all times during the Loan term, and any default by Borrower or Guarantor under the Expensify Lease that continues beyond any applicable notice and cure periods provided therein shall be an assignment Event of Default. All subleases of the rents premises or any part thereof from portion of the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent premises subject to the cancellation or surrender of any lease Expensify Lease shall be subject to the prior review and approval of the Premises or of Lender in its sole and absolute; provided however that Lender shall not unreasonably withhold its approval for any part thereof, now existing or hereafter to be made, having an unexpired term of one subleases for less than fifty percent (150%) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelledrentable square footage of such premises, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments calculated in the nature of security aggregate for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any all subleases then in effect. All such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereofsubleases shall contain such commercially reasonable provisions as Lender may require. (b) Grantor will not execute any lease The Borrower shall submit executed copies of all or a substantial portion subleases to the Lender within seven (7) Business Days of the Premises except for actual occupancy execution of the same. (c) The Borrower shall (i) observe and perform all obligations imposed by the lessee thereunder Expensify Lease or its property managerany subleases, if applicable, and will at all times promptly and faithfully performnot do or permit to be done anything to impair the security thereof; (ii) use its best efforts to enforce or secure, or cause to be performedenforced or secured, the performance of each and every obligation and undertaking under the Expensify Lease or any subleases, if applicable, and will appear in and defend, at the Borrower’s sole cost and expense, any action or proceeding arising under, or in any manner connected with the Expensify Lease or any subleases, if applicable; (iii) not collect any of the rents more than thirty (30) days in advance of the time when the same become due under the terms of the Expensify Lease; (iv) not discount any future accruing rents; (v) without the prior written consent of the Lender, to be granted or withheld in Lender’s sole and absolute discretion, not execute any assignment of the Expensify Lease or the rents therefrom; (vi) not modify the rent, the term, the demised premises or the common area maintenance charges under the Expensify Lease, or add or modify any option or right of first refusal to purchase all or any portion of the Property or any present or future interest therein, or surrender, cancel or terminate the Expensify Lease, without the prior written consent of Lender, to be granted or withheld in Lender’s sole and absolute discretion; and (vii) execute and deliver, at the request of the Lender, all such assignments of the covenants, conditions and agreements contained in all leases of Expensify Lease for security purposes as the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder Lender may from time to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipttime require. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.

Leases. To Borrower's best knowledge the rent roll attached hereto as Schedule 3 together with the schedules and the exhibits attached to such rent roll (acollectively, the "Rent Roll") Grantor will is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll and any existing subleases thereunder and the Master Lease. To Borrower's best knowledge no Person has any possessory interest in the Property or right to occupy the same except under and pursuant to the provisions of the Leases (and any existing subleases thereunder) and the Master Lease. As of the date hereof (i) execute an assignment Borrower is the owner and holder of the rents or any part thereof from the Premises without Beneficiarylandlord's prior consent, interest under each Lease; (ii) there are no prior assignments of the landlord's interest by Borrower (and to Borrower's knowledge any prior landlord) in any Lease or any portion of Rents which are presently outstanding and have priority over the Assignment of Leases and Rents (the "Assignment of Leases and Rents"), dated the date hereof, given by Borrower to Lender and intended to be duly recorded; (iii) true and correct copies of the Leases have been delivered by Borrower to Lender or made available to Lender and, to Borrower's knowledge, the Leases have not been further modified or amended, except where as disclosed to Lender in writing on or prior to the lessee date hereof; (iv) to Borrower's best knowledge, each Lease is in full force and effect; (v) to Borrower's best knowledge, except as disclosed on the Rent Roll or in any tenant estoppels delivered to Lender in connection with the Loan (collectively, the "Tenant Estoppels"), neither Borrower nor, to Borrower's knowledge, any tenant under any Lease is in default thereunder, terminate or consent to the cancellation or surrender of under any lease of the Premises material terms, covenants or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that provisions of the lessee whose lease was cancelledLease, on substantially the same terms and, except as the terminated disclosed to Lender in writing or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount Tenant Estoppels, Borrower knows of the rents payable thereunder or materially expand the obligations of the lessor thereunderno event which, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security but for the performance passage of time or the lessees thereundergiving of notice or both, (v) modify, release or terminate would constitute an event of default under any guaranties of any such lease or Lease; (vi) to Borrower's best knowledge, except as expressly set forth in the Leases, the Tenant Estoppels or on the Rent Roll, there are no offsets or defenses to the payment of any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises Rents; and (vii) to Borrower's best knowledge, except as disclosed on the Rent Roll or in any Tenant Estoppel, all Rents due and payable under each Lease have been paid in full and, except for actual occupancy estimated payments of operating expenses and taxes made by the lessee thereunder or its property managertenants in accordance with their Leases, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for no Rents have been paid more than one one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification advance of the lease made without due dates thereof. For purposes of the consent preceding sentence, the term "Lease" shall exclude subleases including the subleases of Beneficiary or such successor in interest. Each lease shall also provide that, upon request space covered by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentthe Master Lease.

Leases. (a) Grantor will not (iSection 5.10(a) execute an assignment of the rents iPCS Disclosure Schedule contains an accurate and complete list of each lease pursuant to which iPCS or any part thereof from the Premises without Beneficiary's prior consent, of its Subsidiaries leases any real or personal property (iiexcluding leases or licenses of tower space to which either iPCS or any of its Subsidiaries is a party and leases relating solely to personal property calling for rental or similar periodic payments not exceeding $100,000 per annum) except where the lessee is in default thereunder, terminate or consent (each a "iPCS Lease"). A true and complete copy of each iPCS Lease has heretofore been made available to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereofCompany. (b) Grantor To the knowledge of iPCS, each iPCS Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect. The leasehold estate created by each iPCS Lease of real property (a "iPCS Leased Premise") is free and clear of all Liens other than Permitted Liens. There are no existing defaults by iPCS or any of its Subsidiaries under any of the iPCS Leases in any material respect, and to the knowledge of iPCS no event has occurred that (whether with or without notice, lapse of time or the happening or occurrence of any other event) would constitute a material default under any iPCS Lease. iPCS has received no notice, and has no other reason to believe, that any lessor under any iPCS Lease will not execute any lease of all or a substantial portion consent (where such consent is necessary) to the consummation of the Premises except for actual occupancy by Merger without requiring any material modification of the rights or obligations of the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event Except as set forth in Section 5.10(c) of the enforcement by Trustee iPCS Disclosure Schedule, with respect to leases or Beneficiary licenses of the remedies provided for hereby tower space to which iPCS or by lawany of its Subsidiaries is a party ("iPCS Tower Leases"), the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) to the knowledge of iPCS there are no applications, ordinances, petitions, resolutions or other matters pending before any payment governmental agency having jurisdiction to act on zoning changes that would prohibit or make nonconforming the use of rent any of the iPCS Leased Premises by the iPCS or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee any of its obligations under said lease or Subsidiaries, (ii) either the iPCS or one of its Subsidiaries has good and valid easement or other rights providing reasonable access and utilities to and from the iPCS Leased Premises under the iPCS Tower Leases, and (iii) neither iPCS nor any amendment of its Subsidiaries has voluntarily granted any, or modification is a party to any agreement providing for, or has knowledge of any, easements, conditions, restrictions, reservations, rights or options that would materially and adversely affect the use of any of iPCS Leased Premises under iPCS Tower Leases for the same purposes and uses as such iPCS Leased Premises have been used by iPCS or any of its Subsidiaries, except for Permitted Liens. Section 5.10(c) of the iPCS Disclosure Schedule identifies all iPCS Tower Leases which provide for the lease made without or license of six or more sites. (d) iPCS have previously delivered to the consent Company a true and correct schedule which lists the iPCS' wireless tower sites (the "iPCS Tower Sites"). Except as set forth in Section 5.10(d) of Beneficiary the iPCS Disclosure Schedule, with respect to each iPCS Tower Site (i) iPCS operates such site pursuant to a valid lease, license or master tower agreement; (ii) such successor site is operational, generates sufficient signal to carry wireless voice traffic and is interconnected with the Sprint PCS national network and (iii) such site is in interest. Each lease shall also provide thatmaterial compliance with applicable zoning requirements, upon request by said successor in interest, such lessee shall execute FAA and deliver an instrument or instruments confirming such attornmentFCC regulations and other governmental regulations.

Leases. (a) Grantor will not All commercial Leases directly with Mortgage Borrower and all renewals of commercial Leases executed after the date hereof shall (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consentprovide for rental rates comparable to existing local market rates for similar properties, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled leasecommercially reasonable terms, (iii) modify any provide that such lease so as Lease is subordinate to shorten the unexpired term thereof or so as to decreaseMortgage and that, waive or compromise in any manner upon the amount foreclosure of the rents payable Mortgage, sale by power of sale thereunder or materially expand deed-in-lieu of foreclosure, the obligations Tenant will attorn to the transferee of the lessor thereunderProperty, (iv) accept prepayments of more than one month of not contain any installments of rents to become due terms which would materially adversely affect Lender’s rights under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, Loan Documents and (v) modifybe subject to Lender’s prior approval, release or terminate any guaranties which approval, with respect to the lease of any such lease Commercial Unit or (vi) space, shall not be unreasonably withheld, conditioned or delayed. No Residential Units shall be leased without Lender’s prior consent in any other manner impair the value of the Mortgaged Property or the security hereofits sole discretion. (b) Grantor will not execute any lease of all or Borrower (i) shall cause Mortgage Borrower to observe and perform the obligations imposed upon the lessor under the Leases to which Borrower is a substantial portion of party in a commercially reasonable manner; (ii) shall cause Mortgage Borrower to enforce the Premises except for actual occupancy by the lessee thereunder or its property managerterms, covenants and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on Leases upon the part of the lessor lessee thereunder to be kept and observed or performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as in a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, commercially reasonable manner; provided, however, that said successor in interest Borrower shall not be bound by permit Mortgage Borrower to terminate or accept a surrender of any Lease without Lender’s prior approval; (iiii) shall not collect any payment of rent or additional rent for the Rents more than one (1) month in advance, except prepayments advance (other than security deposits); (iv) shall not permit Mortgage Borrower to execute any assignment of lessor’s interest in the nature Leases or the Rents (except as contemplated by the Loan Documents); and (v) shall not permit Mortgage Borrower to (without Mortgage Lender’s consent which shall not be unreasonably withheld, conditioned or delayed) alter, modify or change any Lease so as to change the amount of security or payment date for rent, change the performance by said lessee of its expiration date, grant any option for additional space or term, materially reduce the obligations under said lease or (ii) any amendment or modification of the lease made without lessee or increase the consent obligations of Beneficiary or such successor in interest. Each lease lessor. (c) Upon request, Borrower shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentfurnish Lender with executed copies of all Leases.

Leases. (a) Grantor will not All Leases (other than the Operating Leases) and all renewals of Leases (other than the Operating Leases) executed after the date hereof shall (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consentprovide for economic terms, including rental rates, comparable to existing local market rates for similar properties, (ii) except where the lessee be on commercially reasonable terms, (iii) provide that such Lease is in default thereunder, terminate or consent subordinate to the cancellation or surrender Mortgage, the Assignment of Leases and the Security Agreement encumbering the applicable Property and that the Tenant thereunder will attorn to Lender and any purchaser at a foreclosure sale; (iv) be to Tenants that are creditworthy, (v) not be to an Affiliate of any lease Borrower or any Guarantor, and (vi) not contain any option to purchase, any right of first refusal to purchase, any requirement for a non-disturbance or recognition agreement, or any other terms which would materially adversely affect Lender’s rights under the Loan Documents. All Major Leases and all renewals, amendments, modifications and terminations thereof executed after the date hereof shall be subject to Lender’s prior approval, which approval shall not, so long as no Event of Default is continuing, be unreasonably withheld or delayed. (b) Borrowers shall, or shall cause Operating Lessee to, (i) observe and perform the obligations imposed upon the landlord under the Leases in a commercially reasonable manner and in all material respects; (ii) promptly send copies to Lender of all notices of default which any Borrower or Operating Lessee shall send or receive under any Major Lease; (iii) enforce the terms, covenants and conditions contained in the Leases upon the part of the Premises or of any part thereof, now existing or hereafter Tenants thereunder to be made, having an unexpired term of one (1) year observed or more, performed in a commercially reasonable manner and in all material respects; provided, however, that neither any lease may be cancelled if promptly after the cancellation Borrower nor Operating Lessee shall terminate or accept a surrender thereof of a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, Major Lease without Lender’s prior written approval; (iv) accept prepayments of more than one month of not collect any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for Rents more than one (1) month in advance, except prepayments advance (other than security deposits); (v) not execute any assignment of the landlord’s interest in the nature Leases or the Rents (except as contemplated by the Loan Documents); and (vi) not alter, modify or change any Major Lease so as to change the amount of or payment date for rent, change the expiration date, grant any option for additional space or term, materially reduce the obligations of the Tenant or increase the obligations of the landlord. Upon request, Borrowers shall furnish Lender with executed copies of all Leases. Borrowers or Operating Lessee shall have the right, without the consent or approval of Lender in any instance, to terminate, modify, amend, restate or accept a surrender of any Lease that is not a Major Lease. (c) All security for deposits of Tenants, whether held in cash or any other form, shall not be commingled with any other funds of Borrowers or Operating Lessee and, if cash, shall be deposited by Borrowers or Operating Lessee at a separately designated account under the performance control of the applicable Borrower or Operating Lessee at the Clearing Bank. After the occurrence of a Sweep Event, Borrowers shall, upon Lender’s request, if permitted by said lessee applicable Legal Requirements, cause all such security deposits (and any interest theretofore earned thereon) to be transferred into the Deposit Account, which shall then be held by the Deposit Bank in a separate Account subject to the terms of its obligations under said lease the Leases. Any letter of credit, bond or other instrument that any Borrower or Operating Lessee holds in lieu of a cash security deposit (i) shall be maintained in full force and effect in the full amount of such deposit unless replaced by a cash deposit as herein above described, (ii) shall be issued by an institution reasonably satisfactory to Lender, (iii) shall name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully transferable to Lender without payment by Lender of any amendment fee or modification charge), (iv) shall be delivered to and held by Lender upon Lender’s request, and (v) shall in all respects comply with any applicable Legal Requirements and otherwise be satisfactory to Lender. Borrowers shall, upon request, provide Lender with evidence satisfactory to Lender of Borrowers’ and/or Operating Lessee’s compliance with the foregoing. (d) Notwithstanding anything to the contrary contained herein, without the prior written consent of Lender, which consent may be withheld in Lender’s sole discretion, no Borrower shall (i) surrender, terminate or cancel the Operating Lease to which it is a party; (ii) reduce or consent to the reduction of the lease made term of the Operating Lease to which it is a party; (iii) increase or consent to the increase of the amount of any charges under the Operating Lease to which it is a party; (iv) modify, change, supplement, alter, replace or amend the Operating Lease to which it is a party or waive or release any of such Borrower’s rights and remedies under the Operating Lease, including, without limitation, any material defaults; or (v) grant its consent or approval as may be requested or required in connection with the terms and provisions of the Operating Lease to which it is a party with respect to any matter that would require the consent of Beneficiary Lender pursuant to the Loan Documents. Notwithstanding the foregoing, Lender shall not unreasonably withhold its consent to a Borrower renewing any Operating Lease upon the expiration thereof or to a Borrower entering into a new Operating Lease with Operating Lessee upon the expiration of the current Operating Lease. As conditions precedent to a Borrower renewing any Operating Lease or entering into a new Operating Lease after the date hereof, in addition to obtaining Lender’s consent to the terms thereof as required above, (A) such successor in interest. Each lease Borrower shall also provide thatwritten notice to Lender of such renewed or new Operating Lease not less than thirty (30) days prior to the date on which such renewed or new Operating Lease shall be effective, upon request by said successor in interestwhich notice shall include a copy of the proposed renewed or new Operating Lease blacklined to the Operating Lease being replaced, (B) such lessee Borrower and Operating Lessee shall execute and deliver an instrument to Lender (and record in the appropriate real estate records if required by Lender) a subordination and attornment agreement in the same form as the Subordination Agreement executed in connection with the Operating Lease being replaced, (C) such Borrower and Operating Lessee shall execute and deliver to Lender (and record in the appropriate real estate records if required by Lender) such amendments of the Loan Documents to which they are respectively a party as may be reasonably required by Lender to evidence, preserve and/or protect the collateral securing or instruments confirming intended to secure the Obligations, and (D) such attornmentBorrower and/or Operating Lessee shall deliver to Lender evidence reasonably acceptable to Lender that the Franchise Agreement and the Management Agreement relating to such Borrower’s Property and all other licenses and permits required to operate such Borrower’s Property as a hotel are and shall remain in full force and effect.

Leases. (a) Grantor will not (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms Except as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments disclosed in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by lawRegistration Statement, the lessee Time of Sale Prospectus and the Prospectus, no tenant under each any of the leases of the Premise willProperties to which the Company, upon request the Operating Partnership, any of their respective subsidiaries or any person succeeding to the interest of Grantor Predecessor Entity is a party (as a result landlord) (the “Leases”) has a right of such enforcementfirst refusal or an option to purchase any Property, automatically become the lessee of said successor in interestwhich, without change in the terms or other provisions of such leaseif exercised, provided, however, that said successor in interest shall not would reasonably be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or expected to have a Material Adverse Effect; (ii) there are no subleases with respect to any amendment Property or modification portion thereof; (iii) in the aggregate, there have been no material terminations or notices of intent to terminate the Leases delivered by any parties to such Leases; (iv) to the knowledge of the Company and the Operating Partnership, none of the tenants under any lease of space at any of the Properties that, singly or in the aggregate, is material to the Company, the Operating Partnership, their respective subsidiaries and the Predecessor Entities considered as one enterprise is the subject of bankruptcy, reorganization or similar proceedings; (v) the Company, the Operating Partnership, their respective subsidiaries and the Predecessor Entities have made reasonable provision for the payment of all known and reasonably foreseeable tenant improvement allowances, leasing commissions, capital expenditures and other costs and expenses of the Company, the Operating Partnership, their respective subsidiaries and the Predecessor Entities in connection with the ownership, operation or leasing of the Properties; and (vi) none of the Company, the Operating Partnership, any of their respective subsidiaries or any of the Predecessor Entities or, to the knowledge of the Company, the Operating Partnership and the Predecessor Entities and except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, any lessee under a Lease, is in default under any of the Leases and none of the Company, the Operating Partnership, any of their respective subsidiaries or any of the Predecessor Entities knows of any event which, whether with or without the consent passage of Beneficiary time or the giving of notice, or both, would constitute a default under any of the Leases, except, in each case, for such successor defaults that would not, individually or in interest. Each lease shall also provide thatthe aggregate, upon request by said successor result in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmenta Material Adverse Effect.

Leases. (a) Grantor will not (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent Borrower represents and warrants to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates Lender with respect to the status of such leasesLeases that: (a) the rent roll attached hereto as Schedule I is true, Grantor shall exercise its right complete and correct and the Property is not subject to request such certificates within five any Leases other than the Leases described in Schedule I, (5b) days of any demand therefor the Leases identified on Schedule I are in full force and effect and there are no defaults thereunder by Beneficiary and shall deliver copies thereof either party except as otherwise set forth in an estoppel certificate executed by the applicable Tenant delivered to Beneficiary promptly upon receipt. Lender prior to the date hereof, (c) In the event copies of the enforcement Leases delivered to Lender are true and complete in all material respects, and there are no oral agreements with respect thereto except as otherwise set forth in an estoppel certificate executed by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding applicable Tenant delivered to Lender prior to the interest of Grantor as a result of such enforcementdate hereof, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (id) any payment of rent or additional rent for no Rent (including security deposits) has been paid more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee advance of its obligations due date except as otherwise set forth in an estoppel certificate executed by the applicable Tenant delivered to Lender prior to the date hereof, (e) all work to be performed by Borrower under said lease or each Lease has been performed as required and has been accepted by the applicable Tenant except as otherwise set forth in an estoppel certificate executed by the applicable Tenant delivered to Lender prior to the date hereof, (iif) any amendment payments, free rent, partial rent, rebate of rent or modification other payments, credits, allowances or abatements required to be given by Borrower to any Tenant has already been received by such Tenant except as otherwise set forth in an estoppel certificate executed by the applicable Tenant delivered to Lender prior to the date hereof, (g) all security deposits are being held in accordance with Legal Requirements, (h) neither the landlord nor any Tenant is in default under any of the lease made without Leases except as otherwise set forth in an estoppel certificate executed by the consent applicable Tenant delivered to Lender prior to the date hereof; (i) Borrower has no knowledge of Beneficiary any notice of termination or default with respect to any Lease; (j) Borrower has not assigned or pledged any of the Leases, the rents or any interests therein except to Lender; (k) no Tenant or other party has an option or right of first refusal or offer, to purchase all or any portion of the Property (other than the Stop and Shop Lease, which right of first refusal has been waived by Stop and Shop pursuant to that certain Notice of Waiver of Right of First Refusal dated October 28, 2004); (l) no Tenant has the right to terminate its Lease prior to expiration of the stated term of such successor in interest. Each lease shall also provide thatLease; and (m) all existing Leases are subordinate to the Mortgage either pursuant to their terms or a recordable subordination agreement delivered concurrently herewith, upon request or delivered hereafter as approved by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentLender.

Leases. (a) Grantor will shall not (i) execute an assignment or pledge of any Lease relating to all or any portion of the rents Trust Property other than in favor of Beneficiary, or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where as expressly permitted under the lessee is in default thereunderCredit Agreement, terminate without the prior written consent of Beneficiary, execute or consent permit to the cancellation or surrender exist any Lease of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereofTrust Property. (b) As to any Lease consented to by Beneficiary, Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times shall: (i) promptly and faithfully perform, or cause to be performed, perform all of the covenants, conditions and agreements contained in all leases provisions of the Premises or portions thereof now or hereafter existing, Lease on the part of the lessor thereunder to be kept and performed and will at performed; (ii) promptly enforce all times do all things reasonably necessary to compel performance by of the provisions of the Lease on the part of the lessee under each lease of all obligations, covenants and agreements by such lessee thereunder to be performed thereunder. If performed; (iii) appear in and defend any action or proceeding arising under or in any manner connected with the Lease or the obligations of such leases provide for the giving by Grantor as lessor or of the lessee of certificates thereunder; (iv) exercise, within 5 days after a request by Beneficiary, any right to request from the lessee a certificate with respect to the status of such leases, Grantor shall exercise its right thereof; (v) simultaneously deliver to request such certificates within five (5) days Beneficiary copies of any demand therefor by Beneficiary and shall notices of default which Grantor may at any time forward to or receive from the lessee; (vi) promptly deliver copies thereof to Beneficiary a fully executed counterpart of the Lease; and (vii) promptly deliver to Beneficiary, upon receiptBeneficiary’s request, an assignment of the Grantor’s interest under such Lease. (c) Grantor shall deliver to Beneficiary, within 10 days after a request by Beneficiary, a written statement, certified by Grantor as being true, correct and complete, containing the names of all lessees and other occupants of the Trust Property, the terms of all Leases and the spaces occupied and rentals payable thereunder, and a list of all Leases which are then in default, including the nature and magnitude of the default; such statement shall be accompanied by credit information with respect to the lessees and such other information as Beneficiary may request. (d) All Leases entered into by Grantor after the date hereof, if any, and all rights of any lessees thereunder shall be subject and subordinate in all respects to the lien and provisions of this Deed of Trust unless Beneficiary shall otherwise elect in writing. (e) As to any Lease now in existence or subsequently consented to by Beneficiary, and except as expressly permitted under the Credit Agreement, Grantor shall not accept a surrender or terminate, cancel, rescind, supplement, alter, revise, modify or amend such Lease or permit any such action to be taken nor shall Grantor accept the payment of rent more than thirty (30) days in advance of its due date. (f) If any act or omission of Grantor would give any lessee under any Lease the right, immediately or after lapse of a period of time, to cancel or terminate such Lease, or to xxxxx or offset against the payment of rent or to claim a partial or total eviction, such lessee shall not exercise such right until it has given written notice of such act or omission to Beneficiary and until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice without a remedy being effected. (g) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by lawany remedy under this Deed of Trust, the lessee under each of the leases of the Premise willLease shall, upon request of if requested by Beneficiary or any other person succeeding to the interest of Grantor Beneficiary as a result of such enforcement, automatically become the lessee of said attorn to Beneficiary or to such person and shall recognize Beneficiary or such successor in interest, interest as lessor under the Lease without change in the terms or other provisions of such lease, provided, thereof; provided however, that said Beneficiary or such successor in interest shall not be bound by be: (i) bound by any payment of an installment of rent or additional rent for which may have been made more than one (1) month in advance, except prepayments in 30 days before the nature due date of security for the performance by said lessee of its obligations under said lease or such installment; (ii) bound by any amendment or modification of to the lease Lease made without the consent of Beneficiary or such successor in interest; (iii) liable for any previous act or omission of Grantor (or its predecessors in interest); (iv) responsible for any monies owing by Grantor to the credit of such lessee or subject to any credits, offsets, claims, counterclaims, demands or defenses which the lessee may have against Grantor (or its predecessors in interest); (v) bound by any covenant to undertake or complete any construction of the Premises or any portion thereof; or (vi) obligated to make any payment to such lessee other than any security deposit actually delivered to Beneficiary or such successor in interest. Each lease shall also provide thatlessee or other occupant, upon request by said Beneficiary or such successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment. In addition, Grantor agrees that each Lease entered into after the date of this Deed of Trust shall include language to the effect of subsections (d)-(g) of this Section; provided that the provisions of such subsections shall be self-operative and any failure of any Lease to include such language shall not impair the binding effect of such provisions on any lessee under such Lease.

Leases. (a) Grantor will not (i) execute an assignment Mortgagor hereby collaterally assigns and transfers to Lender all the rents, issues and profits of the rents Premises, whether now or hereafter accruing, and hereby gives to and confers upon Lender the right, power and authority to collect such rents, issues and profits. From time to time, upon the request of Lender, Mortgagor shall give further evidence of the foregoing assignment to Lender by executing and delivering to Lender specific assignments (in form and substance satisfactory to Lender) of the rents, issues and profits. From time to time, Mortgagor shall also execute and deliver to Lender any part thereof notice to tenants or other document reasonably required by Lender. Mortgagor irrevocably appoints Lender its true and lawful attorney-in-fact, at the option of Lender at any time and from time to time after the Premises without Beneficiary's prior consentoccurrence of any Event of Default under this Mortgage (whether or not Lender takes possession of the Premises), (ii) except where to demand, receive and enforce payment, to give receipts, releases and satisfactions, and to xxx, in the lessee is in default thereundername of Mortgagor or Lender, terminate or consent for all such rents, issues and profits and apply the same to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, indebtedness secured hereby; provided, however, that any lease may Mortgagor shall have permission to collect such rents, issues and profits (but rents shall not be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of collected for more than one month in advance) prior to the occurrence of any installments Event of rents Default under this Mortgage. Upon the occurrence of any Event of Default, the permission hereby given to become due under Mortgagor to collect such leasesrents, except prepayments issues and profits shall terminate and such permission shall not be reinstated upon the cure of the Event of Default without Lender’s specific written consent. Further, upon the occurrence of any Event of Default, Mortgagor shall immediately turn over to Lender all rents, issues and profits in the nature actual or constructive possession of Mortgagor (or its agents or affiliates), together with an accounting thereof. Exercise of Lender’s rights under this Section, and the application of any rents, issues and profits to the indebtedness secured hereby, shall not cure or waive any default. To the fullest extent allowed by law, the assignment of the rents, issues and profits of the Premises in this Section is intended to be an absolute assignment from Mortgagor to Lender and not merely the passing of a security interest but Mortgagor shall have the right to collect the same so long as no Event of Default under this Mortgage shall have occurred. Upon any occurrence of any Event of Default under this Mortgage, Lender may, at any time without notice, either in person, by agent or by a receiver appointed by a court, and without regard to the adequacy of any security for the performance indebtedness hereby secured, enter upon and take possession of the lessees thereunderPremises, (vor any part thereof, and in its own name xxx for or otherwise collect such rents, issues and profits, including those past due and unpaid, and apply the same in accordance with the provisions of Section 2.3(b) modifyhereof The collection of such rents, release issues and profits, or terminate any guaranties of any such lease or (vi) in any other manner impair the value entering upon and taking possession of the Mortgaged Property Premises, or the security hereof. (b) Grantor will application thereof as aforesaid, shall not cure or waive any Event of Default or notice of default hereunder or invalidate any act done in response to such Event of Default or pursuant to such notice of default. Mortgagor shall not execute any lease of all or a substantial portion other assignment of the income, rents, issues or profits, or any part thereof, from the Premises except for actual occupancy by the lessee thereunder to any person or entity other than Lender. Mortgagor covenants that it shall, at its property managersole cost and expense, (a) duly and will at all times promptly punctually perform and faithfully performdischarge, or cause to be performedperformed and discharged, all of the covenants, conditions obligations and agreements contained in undertakings of Mortgagor or its agents under all leases affecting the Premises, (b) use its best efforts to enforce or secure, or cause to be enforced or secured, the performance of each and every obligation and undertaking of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee respective tenants under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In promptly notify Lender if Mortgagor receives any notice from a tenant claiming that Mortgagor is in default under a lease, and (d) appear in and defend any action or proceeding arising under or in any manner connected with the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases. Mortgagor shall not execute any leases of the Premise will, upon request of any person succeeding pertaining to the interest Property without the prior written consent of Grantor as a result of such enforcementLender, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest which consent shall not be bound by (i) any payment unreasonably withheld and all leases shall be inferior and subordinate to the lien of rent or additional rent for more than one (1) month in advance, except prepayments in this Mortgage and the nature terms of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentso expressly provide.

Leases. (a) Grantor will not (i) execute an assignment of the ------ rents or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly -------- ------- after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by -------- ------- (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.

Leases. (a) Grantor will not Borrower shall (i) execute an assignment observe and perform all of the rents or any part thereof from material obligations imposed upon the Premises without Beneficiary's prior consent, lessor under the Leases; (ii) except where the lessee is in promptly send copies to Lender of all notices of default thereunder, terminate that Borrower shall send or consent to the cancellation or surrender of receive under any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, Material Lease; (iii) modify promptly notify Lender of any tenant under a Material Lease at the Property which has vacated, or has given Borrower written notice of its intention to vacate, the premises (or any portion thereof) leased to such lease so as tenant pursuant to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, applicable Material Lease; (iv) accept prepayments of more than one month of any installments of rents to become due under such leasesenforce the material terms, except prepayments covenants and conditions in the nature of security Leases to be observed by tenants in accordance with commercially reasonable practices for properties similar to the performance of the lessees thereunder, Property; and (v) modifyobtain the prior written approval of Lender, release which approval shall not be unreasonably withheld, conditioned or terminate delayed, for any guaranties Lease of any the Property, material amendment thereto, assignment thereof, or subletting thereunder executed after the date hereof (unless approval for such assignment or subletting is not required pursuant to the express terms of such Lease) but such approval shall only be required for a “Material Lease,” defined herein as either (x) a lease executed after the date hereof where the base Rent payable thereunder exceeds $500,000 per annum, or (viy) the Leases identified on Schedule 5.7 hereof, but approval with respect to such Leases identified on Schedule 5.7 shall be required only for any amendment, assignment or subletting of such Leases identified on Schedule 5.7 which would result in any other manner impair the value a reduction in Rent, reduction in term or reduction in space. Lender’s failure to respond to a request from Borrower for approval within ten (10) Business Days of the Mortgaged Property or latter of (i) such receipt of such request and (ii) receipt of all information reasonably requested by Lender within five (5) Business Days after Lender’s receipt of Borrower’s request for approval, shall be deemed Lender’s approval, provided that Borrower delivers to Lender a writing marked in bold lettering with the security hereoffollowing: “LENDER’S RESPONSE IS REQUIRED WITHIN 10 BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER” and the envelope containing the writing must be marked “PRIORITY” in bold letters. (b) Grantor will Borrower may enter into any Lease, other than a Material Lease, after the date hereof, without the prior written consent of Lender provided that such Lease (i) is an arms-length transaction with a tenant that is not execute any lease an Affiliate of all or a substantial portion Borrower, (ii) is entered into in the ordinary course of the Premises except for actual occupancy by the lessee thereunder or its property managerbusiness, and will (iii) is subordinate to the Mortgage and the tenant thereunder agrees to attorn to Lender, subject to receipt from Lender of a reasonable and customary subordination, non-disturbance, and attornment agreement. All proposed Leases that do not satisfy the requirements set forth in this Section 5.7 require Lender’s prior written approval at all times Borrower’s expense (including reasonable legal fees and expenses). Borrower shall promptly deliver to Lender a copy of each Lease (other than a residential lease) entered into after the Closing Date, together with written certification from Borrower confirming that (y) the copy delivered is a true, complete and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any correct copy of such leases provide for the giving by the lessee Lease and (z) Borrower has satisfied all conditions of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receiptthis Section 5.7. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest Borrower shall not be bound by (i) make any payment assignment or pledge of rent any Lease or additional rent for Rents to anyone other than Lender until the Indebtedness is paid in full, (ii) collect any Rents under the Leases more than one (1) month (or three (3) months during any period of time when the REIT Condition is satisfied) in advance, advance (except prepayments that Borrower may collect in advance such security deposits as are permitted pursuant to applicable Legal Requirements and are commercially reasonable in the nature prevailing market); (iii) enter into, amend in any material respect or terminate any Material Lease (provided, however, that Borrower may terminate any such Material Lease if the lessee thereunder is in material monetary default of security for the performance by said lessee of its obligations under said lease such Material Lease); or (iiiv) execute or grant any amendment or modification of any Lease which in the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentaggregate might have a Material Adverse Effect. (d) Intentionally Omitted. (e) Intentionally Deleted.

Leases. (a) Grantor will not (i) execute an assignment Any and all leases, subleases or other agreements entered into by DEVELOPER to secure the Locations of the rents or any part thereof from the Premises without BeneficiaryFRANCHISED STORES must, at a minimum, meet with FRANCHISOR's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of written approval and any such lease or (vi) purchase document must be conditional upon such approval, which approval shall not be unreasonably withheld by FRANCHISOR. The following provisions shall be in any other manner impair the value of the Mortgaged Property DEVELOPER's lease or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates purchase agreement with respect to the status each FRANCHISED STORE: 4.1.2.1 A minimum lease term of such leases, Grantor shall exercise its right to request such certificates within five (5) days years, with a minimum renewal term, at lessee's option of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receiptan additional five (5) years. (c) 4.1.2.2 In the event of the enforcement by Trustee unauthorized transfer, expiration or Beneficiary termination of the remedies provided Franchise Agreement and Addendum thereto with respect to a FRANCHISED STORE, for hereby any reason, FRANCHISOR shall have the option for thirty (30) days to assume the obligations under said lease, and at any time thereafter to reassign the lease to another franchisee (which lessor, sublessor or by lawrenter shall reasonably approve); 4.1.2.3 The lessor, sublessor or renter will furnish to FRANCHISOR written notice specifying any default and the lessee method of curing any such default (except that if default is in the nature of nonpayment of rent, FRANCHISOR shall have but thirty (30) days from receipt of such notice to cure said default) and succeed to DEVELOPER's interest in such lease; 4.1.2.4 The lessor, sublessor or renter will accept FRANCHISOR or its designee (which lessor, sublessor or renter shall reasonably approve) as a substitute tenant under each the terms and provisions of the leases of the Premise will, lease upon request of any person succeeding notice from FRANCHISOR that it is exercising its right to succeed to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor DEVELOPER in interest, without change in the terms or other provisions of such lease, provided, however, ; 4.1.2.5 Any lease entered into by DEVELOPER shall provide that said successor in interest it may not be modified or amended without FRANCHISOR's prior written consent which shall not be bound by (i) any payment unreasonably withheld, and that FRANCHISOR shall be promptly provided with copies of rent all such proposed modifications or additional rent for more than one (1) month in advanceamendments and, except prepayments in the nature when executed, true and correct copies of security for the performance by said lessee of its obligations under said lease such executed modifications or (ii) any amendment or modification amendments; and 4.1.2.6 All of the lease made without foregoing constitute rights but not obligations on the consent part of Beneficiary FRANCHISOR to assume the rights and responsibilities of DEVELOPER under any lease, sublease or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentother rental arrangement.

Leases. 5.10.1 All new Leases shall be subordinate to the Mortgage and the tenant thereunder shall agree to attorn to Lender either pursuant to the Lease or a subordination, nondisturbance and attornment agreement executed by such tenant and Lender. None of the Leases shall contain any option to purchase, any right of first refusal to purchase or any right by a tenant to terminate the lease term (a) Grantor will not except for termination rights (i) execute an assignment set forth in Leases executed prior to, or on, the date hereof or (ii) arising from a taking or the destruction of all or substantially all of the rents Property or all or substantially all of a tenant's demised premises). Leases executed after the date hereof shall not contain any provisions which adversely affect the Property or which might adversely affect the rights of any holder of the Loan without the prior written consent of Lender. Each tenant shall conduct business only in that portion of the Property covered by its Lease. Upon request, Borrower shall furnish Lender with executed copies of all Leases. 5.10.2 Borrower shall not, without the prior consent of Lender, which consent shall not be unreasonably withheld or conditioned (i) enter into any Material Lease of all or any part thereof from of the Premises without Beneficiary's prior consentProperty, (ii) except where the lessee is in cancel, terminate (other than as a result of a tenant default thereunder), terminate abridge or otherwise modify in any material respect the terms of any Material Lease unless such action is required by the terms thereof, or accept a surrender thereof, (iii) consent to the cancellation any assignment of or surrender subletting under any Material Lease not in accordance with its terms, (iv) cancel, terminate, abridge or otherwise modify any guaranty of any lease of Material Lease or the Premises or of any part terms thereof, now existing or hereafter to be made, having an unexpired term (v) accept prepayments of installments of Rents for a period of more than one (1) year month in advance (other than estimated payments of taxes and reimbursable expenses paid by tenants pursuant to their Leases) or more(vi) further assign the whole or any part of the Leases or the Rents other than in connection with a Transfer and Assumption. If Lender fails to respond to a request for consent under this Section 5.10.2 within ten (10) Business Days of receipt thereof, providedsuch consent shall be deemed granted, howeverprovided that such request shall have been accompanied by all information requested by Lender or reasonably necessary for Lender to evaluate such request and shall have clearly stated, in 14 point type or greater, that if Lender fails to respond to such request within ten (10) Business Days, Lender's consent shall be deemed to have been granted. In the event that Lender refuses to grant any such consent, Lender shall specify in writing the reasons for such refusal. In addition, Borrower shall not (A) lease may be cancelled if promptly after all or any part of the cancellation Property, (B) cancel, terminate (other than as a result of a tenant default thereunder), abridge or otherwise modify the terms of any Lease in any material respect, or accept a surrender thereof thereof, (C) consent to any assignment of or subletting under any Lease not in accordance with its terms or (D) cancel, terminate, abridge or otherwise modify in any material respect any guaranty of any Lease or the terms thereof, unless such actions are exercised for a new lease is commercially reasonable purpose in arms-length transactions for market rate terms. The foregoing shall not apply to any Lease or license entered into with a new lessee having a credit standing at least equivalent Taxable REIT Subsidiary. 5.10.3 Borrower (i) shall observe and perform all the material obligations imposed upon the lessor, grantor or licensor, as applicable, under the Leases and shall not do or permit to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as be done anything to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or Leases as security for the security hereof. Debt; (bii) Grantor will not execute any lease shall promptly send copies to Lender of all notices of default which Borrower shall send or a substantial portion of receive thereunder; (iii) shall enforce all the Premises except for actual occupancy by the lessee thereunder or its property managermaterial terms, covenants and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on Leases upon the part of the lessor lessee, grantee or licensee, as applicable, thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance observed or performed, short of termination thereof (unless by the lessee under each lease reason of all obligations, covenants and agreements by such lessee to be performed default thereunder. If ); (iv) shall not collect any of such leases provide for the giving Rents (other than estimated payments of taxes and reimbursable expenses paid by the lessee of certificates with respect tenants pursuant to the status of such leases, Grantor shall exercise its right to request such certificates within five (5their Leases) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments ; (v) shall not execute any other assignment of the lessor's interest in the nature of security for Leases or the performance by said lessee of its obligations under said lease or Rents except in connection with a Transfer and Assumption; (iivi) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide thatshall, upon request by said successor of Lender, request and use commercially reasonable efforts to obtain and deliver to Lender tenant estoppel certificates from each commercial tenant at the Property (except sublease tenants of the Master Lease Space) in interestform and substance reasonably satisfactory to Lender, provided that Borrower shall not be required to deliver such lessee certificates more frequently than two (2) times in any calendar year; and (vii) shall execute and deliver an at the request of Lender all such further assurances, confirmations and assignments in connection with the Property as Lender shall from time to time reasonably require. 5.10.4 All security deposits of tenants, whether held in cash or any other form, if cash, shall be deposited by Borrower at such commercial or savings bank or banks and shall be held in compliance with applicable Legal Requirements, as may be reasonably satisfactory to Lender. Any bond or other instrument which Borrower is permitted to hold in lieu of cash security deposits under any applicable legal requirements shall be maintained in full force and effect in the full amount of such deposits unless replaced by cash deposits as hereinabove described, shall (if issued after the date hereof) be fully assignable to Lender and shall, in all respects, comply with any applicable legal requirements and otherwise be reasonably satisfactory to Lender. Borrower shall, upon request, provide Lender with evidence reasonably satisfactory to Lender of Borrower's compliance with the foregoing. Following the occurrence and during the continuance of any Event of Default, Borrower shall, upon Lender's request, if permitted by any applicable legal requirements, turn over to Lender the security deposits (and any interest theretofore earned thereon) with respect to all or instruments confirming such attornmentany portion of the Property, to be held by Lender subject to the terms of the Leases.

Leases. With respect to each Lease and to Contributor’s knowledge: (a) Grantor will not (i) execute an assignment subject to Section 8.1.14, such Lease is legal, valid, binding, enforceable and in full force and effect against the lessor thereunder in accordance with its respective terms, subject to the qualification that the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws, now or hereafter in effect, affecting creditors’ rights generally, and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the rents or court before which any part proceeding for the enforcement thereof from may be brought and further subject to any other legal defenses to enforcement that may be available to such lessor; and subject to Section 8.1.14, such Lease is legal, valid, binding, enforceable and in full force and effect against the Premises without Beneficiary's prior consenttenant named therein and any other party thereto in accordance with its terms, (ii) except where the lessee is in default thereunder, terminate or consent subject to the cancellation qualification that the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws, now or surrender hereafter in effect, affecting creditors’ rights generally, and except that the availability of any lease equitable remedies, including specific performance, is subject to the discretion of the Premises or of court before which any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease proceeding for the enforcement thereof may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof.brought; (b) Grantor will not execute neither the landlord under such Lease nor any lease of all other party to such Lease is in breach or default (subject to applicable notice and cure periods) that would have a substantial portion of the Premises except for actual occupancy by the lessee thereunder POP Material Adverse Effect; and no event has occurred that permits termination, modification or its property manageracceleration, and will at all times promptly and faithfully performsuch that any such termination, modification or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.acceleration would have a POP Material Adverse Effect; (c) In neither the event landlord under the Lease nor any other party to such Lease has repudiated (in writing) any provision thereof, such that any such repudiation would have a POP Material Adverse Effect; (d) subject to Section 8.1.14, neither Contributor nor the POP Affiliate has received any written notice of any pending disputes under such Lease, nor is there any forbearance program in effect as to such Lease, such that any such forbearance program would have a POP Material Adverse Effect; and (e) neither Contributor nor the POP Affiliate has received any written notice from any governmental authority having jurisdiction over the Project (“Governmental Authority”) and alleging the failure of either or both of the enforcement by Trustee or Beneficiary of Project and the remedies provided for hereby or by lawtenant under the applicable Lease to comply with all applicable laws, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor rules and regulations in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interestall material respects, such lessee shall execute and deliver an instrument or instruments confirming that any such attornmentfailure would have a POP Material Adverse Effect.

Leases. (a) Grantor will not The Mortgagor represents and warrants that: (i) execute an assignment of the rents or any part thereof from Leases identified on Schedule D attached hereto are the Premises without Beneficiary's prior consent, (ii) except where the lessee is only Leases in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, existence on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates date hereof with respect to the status Leased Premises; (ii) true copies of such leases, Grantor shall exercise its right Leases have been previously delivered to request the Mortgagee and there are no agreements with any Tenant under such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.Leases other than those agreements expressly set forth therein; (ciii) In it is the event sole owner of all of the enforcement by Trustee or Beneficiary Mortgagor's Interest in such Leases; (iv) each of such Leases is in full force and effect, constitutes a legal, valid and binding obligation of the remedies provided for hereby Mortgagor and the applicable Tenant thereunder, and is enforceable against the Mortgagor and such Tenant in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors' rights generally or by lawequitable principles relating to enforceability or by other laws and regulations of non-U.S. jurisdictions; (v) to the best of Mortgagor's knowledge, there is no default under any of such material Leases and there is existing no condition which with the lessee giving of notice or passage of time or both would cause a default thereunder; (vi) all Rents due under each such Leases have been paid in full through the date hereof; (vii) none of the leases Rents reserved under such Leases have been assigned or otherwise pledged or hypothecated except in favor of the Premise will, upon request of any person succeeding Mortgagee pursuant to the interest provisions hereof; (viii) none of Grantor as a result of such enforcement, automatically become the lessee of said successor Rents (other than any security deposit collected in interest, without change in accordance with the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (ithe applicable Lease) any payment of rent or additional rent have been collected for more than one (1) month in advance; (ix) to the best of Mortgagor's knowledge, except prepayments in there exists no offsets or defenses to the nature payment of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification portion of the lease made without Rents and the consent Mortgagor owes no monetary obligation to any Tenant under any such Lease; (x) it has received no notice from any Tenant challenging the validity or enforceability of Beneficiary any such Lease; (xi) no such Lease contains any option to purchase, right of first refusal to purchase, right of first refusal to relet, or any other similar provision; and (xii) each such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument Lease is subordinate to this Mortgage either pursuant to its terms or instruments confirming such attornmentpursuant to a recordable Subordination Agreement.

Leases. (a) Grantor Mortgagor will not (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's Mortgagee’s prior consent, (ii) except where the lessee is in default thereundermodify, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term in a manner which is not commercially reasonable, (iii) accept prepayments of any installments of rents in excess of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents month’s rent to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunderthereunder and lease cancellation or buy-out fees in connection with a permitted cancellation, (viv) modify, release or terminate any guaranties of any such lease in a manner which is not commercially reasonable or (viv) in any other manner impair the value of the Mortgaged Property as a whole or the security hereof. In addition, Mortgagor will comply with the leasing requirements set forth in Section 6.10 of the Loan Agreement. (ba) Grantor Mortgagor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property managerthereunder, and will at all times promptly and faithfully perform, or cause to be performed, in a commercially reasonable manner, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary use commercially reasonable efforts to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor Mortgagor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary Mortgagee and shall deliver copies thereof to Beneficiary Mortgagee promptly upon receipt. (cb) In Each lease of the Premises, or of any part thereof, entered into after the date hereof shall provide that, in the event of the enforcement by Trustee or Beneficiary Mortgagee of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise thereunder will, upon request of any person succeeding to the interest of Grantor Mortgagor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interestlease. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment. (c) Mortgagor shall apply tenant security deposits only in accordance with the applicable Leases. Mortgagor shall, promptly upon Mortgagee’s request following an Event of Default, deposit all tenant security deposits in respect of the Premises into an account with Mortgagee or as designated by Mortgagee, which deposits shall be held and disbursed to tenants as required under the terms of their respective leases. If an Event of Default exists, Mortgagor shall be deemed to be holding all tenant security deposits in trust for the benefit of Mortgagee, subject to the rights of tenants in such security deposits.

Leases. (a) Grantor will shall not (i) execute an assignment or pledge of any Lease relating to all or any portion of the rents Trust Property other than in favor of Beneficiary, or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where as expressly permitted under the lessee is in default thereunderCredit Agreement, terminate without the prior written consent of Beneficiary, execute or consent permit to the cancellation or surrender exist any Lease of any lease of the Premises or of any part thereofTrust Property, now existing or hereafter to be made, provided that Grantor may enter into leases having an unexpired aggregate term of one less than twelve months (1including all extension or renewal terms) year which are primarily for agricultural or more, provided, however, that any lease may be cancelled if promptly after recreational hunting purposes without the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that prior written consent of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereofBeneficiary. (b) As to any Lease consented to by Beneficiary, Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times shall: (i) promptly and faithfully perform, or cause to be performed, perform all of the covenants, conditions and agreements contained in all leases provisions of the Premises or portions thereof now or hereafter existing, Lease on the part of the lessor thereunder to be kept and performed and will at performed; (ii) promptly enforce all times do all things reasonably necessary to compel performance by of the provisions of the Lease on the part of the lessee under each lease of all obligations, covenants and agreements by such lessee thereunder to be performed thereunder. If performed; (iii) appear in and defend any action or proceeding arising under or in any manner connected with the Lease or the obligations of such leases provide for the giving by Grantor as lessor or of the lessee of certificates thereunder; (iv) exercise, within 5 business days after a request by Beneficiary, any right to request from the lessee a certificate with respect to the status of such leases, Grantor shall exercise its right thereof; (v) simultaneously deliver to request such certificates within five (5) days Beneficiary copies of any demand therefor by Beneficiary and shall notices of default which Grantor may at any time forward to or receive from the lessee; (vi) promptly deliver copies thereof to Beneficiary a fully executed counterpart of the Lease; and (vii) promptly deliver to Beneficiary, upon receiptBeneficiary's request, an assignment of the Grantor's interest under such Lease. (c) In Grantor shall deliver to Beneficiary, within 10 days after a request by Beneficiary, a written statement, certified by Grantor as being true, correct and complete, containing the event names of all lessees and other occupants of the enforcement by Trustee or Beneficiary Trust Property, the terms of all Leases and the spaces occupied and rentals payable thereunder, and a list of all Leases which are then in default, including the nature and magnitude of the remedies provided for hereby or default; such statement shall be accompanied by lawcredit information with respect to the lessees and such other information as Beneficiary may request. (d) All Leases entered into by Grantor after the date hereof, the lessee under each of the leases of the Premise willif any, upon request and all rights of any person succeeding lessees thereunder shall be subject and subordinate in all respects to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other lien and provisions of such leasethis Deed of Trust unless Beneficiary shall otherwise elect in writing. (e) As to any Lease now in existence or subsequently consented to by Beneficiary, providedexcept as expressly permitted under the Credit Agreement, however, that said successor in interest Grantor shall not accept a surrender or terminate, cancel, rescind, supplement, alter, revise, modify or amend such Lease or permit any such action to be bound by (i) any taken nor shall Grantor accept the payment of rent or additional rent for more than one thirty (130) month days in advance, except prepayments in the nature of security for the performance by said lessee advance of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentdue date.

Leases. Borrower hereby agrees, subject to the provisions of Section 5.3 hereof, that: (a) Grantor will not (i) execute an assignment All leases and rental arrangements with tenants of the rents or any part thereof from the Premises without Beneficiary's prior consentPremises, including renewal leases (iiall herein generally called “Leases”) except where the lessee is in default thereunder, terminate or consent shall be subject to the cancellation approval of Holder as to form, content, economic terms (including concessions, tenant improvements and otherwise), and term, and once approved shall not be modified, amended or surrender terminated without Holder’s prior written approval; provided that Holder will provide to Borrower its approval or disapproval of any lease of the Premises or of any part Lease within 10 Business Days after it shall have been furnished with a copy thereof, now existing or hereafter a copy of all requisite credit information and other information regarding the tenant which Holder may reasonably acquire and plans, specifications and estimated Tenant Costs relating to be madesuch Lease, having an unexpired term of one (1) year or more, provided, however, that any lease all in such detail as Holder may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof.require; (b) Grantor will not execute Prior to presenting to any lease of all or proposed tenant a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates proposal with respect to the status any proposed lease, Borrower shall furnish to Holder notice of such leasesproposal and of the terms and provisions to be contained therein, Grantor which proposal shall exercise its right not be sent to such proposed tenant unless the same shall have been approved by Holder; provided that: (i) Holder shall be deemed to have approved such proposal if it shall not object thereto within two Business Days after having been furnished with a request for approval thereof; and (ii) No such certificates within five (5) days approval or deemed approval by Holder of a proposal as aforesaid shall be deemed an approval by Holder of any demand therefor by Beneficiary and shall deliver copies thereof proposed lease or limit Holder’s right pursuant to Beneficiary promptly upon receipt.Subsection (a) above to approve any proposed lease prior to its execution, whether or not such proposed lease conforms to the proposal therefor; and (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for Borrower hereby or by law, the lessee under each of the leases of the Premise will, upon request consents and agrees that it will not accept termination of any person succeeding to the interest of Grantor as a result of Lease, or accept any Lease Termination Payment in connection therewith, unless such enforcement, automatically become the lessee of said successor termination and Lease Termination Payment has previously been approved in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound writing by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentHolder.

Leases. (a) Grantor will not Borrower covenants and agrees that, from the date hereof and until payment in full of the Debt, Borrower shall, or shall cause Owner to, comply with the terms and provisions of Section 7.02(a) through (c) of the Mortgage as provided in Section 2.14 hereof, and, to the extent such term, covenants and conditions require any consents, approvals or waivers by Mortgage Lender, Lender shall have the same rights to consent, approve or waive. (b) Subject to the rights of Mortgage Lender in respect of the Rents under the Mortgage Loan Documents and the rights of Senior Mez Lender in respect of the Rents under the Senior Mez Loan Documents, at any time that (i) execute an assignment of payments are not being made to the rents Central Account, or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where following repayment of the lessee Mortgage Loan, then Lender shall have the immediate right to notify the bank in which the Collection Account is in default thereunder, terminate or consent located to make payments directly to the cancellation Lockbox Account. Subject to the rights of Mortgage Lender under the Mortgage Loan Documents and Senior Mez Lender under the Senior Mez Loan Documents, security and other refundable deposits of tenants, whether held in cash or surrender any other form, shall, after and during the continuance of an Event of Default, be turned over to Lender (together with any lease undisbursed interest earned thereon) upon Lender’s request therefor to be held by Lender subject to the terms of the Premises Leases. Any letter of credit or other instrument which Borrower or Owner holds in lieu of cash security deposit shall be maintained in full force and effect in the full amount of such deposits unless replaced by cash deposits as herein-above described and shall in all respects comply with any part thereofapplicable Legal Requirements and otherwise be satisfactory to Lender. Borrower shall, now existing upon request, provide Lender with evidence satisfactory to Lender of Borrower’s, Senior Mez Borrower’s and Owner’s compliance with the foregoing. (c) Borrower (i) shall cause Owner or hereafter Operating Tenant to observe and perform all of its material obligations under the Leases pursuant to applicable Legal Requirements and shall not do or permit to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent done anything to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. Major Space Leases; (bii) Grantor will not execute any lease shall cause Owner to promptly send copies to Lender of all or a substantial portion notices of material default which Owner shall receive under the Premises except for actual occupancy by Major Space Leases; (iii) shall, consistent with the lessee thereunder or its property managerApproved Manager Standard, and will at all times promptly and faithfully perform, or cause to be performed, enforce all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligationsterms, covenants and agreements by such lessee conditions contained in the Leases to be performed thereunder. If observed or performed; (iv) shall not permit Owner to collect any of such leases provide for the giving by Rents under the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for Major Space Leases more than one (1) month in advance, advance (except prepayments that Owner may collect in advance such security deposits as are permitted pursuant to applicable Legal Requirements and are commercially reasonable in the nature of security for the performance by said lessee of its obligations under said lease prevailing market); (v) shall not permit Owner to cancel or (ii) terminate any amendment or modification of the lease made Leases or accept a surrender thereof in any manner inconsistent with the Approved Manager Standard; (vi) shall not permit Owner to alter, modify or change the terms of any guaranty of any Major Space Lease or cancel or terminate any such guaranty in a manner inconsistent with the Approved Manager Standard; (vii) shall cause Owner, in accordance with the Approved Manager Standard, to make all reasonable efforts to seek lessees for space as it becomes vacant and enter into Leases in accordance with the terms hereof; and (viii) shall not permit Owner to materially modify, alter or amend any Major Space Lease or Property Agreement without Lender’s consent, which consent will not be unreasonably withheld or delayed. Borrower shall, and shall cause Senior Mez Borrower and Owner to, promptly send copies to Lender of all notices of material default which either Senior Mez Borrower or Owner shall receive under the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentLeases.

Leases. Each Credit Party shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located, except for such payments or other obligations that (a) Grantor will not relate to closed Stores (iincluding, without limitation, Stores owned by the J. Xxxx Entities) execute an assignment where no Collateral included in the calculation of the rents or any part thereof from Borrowing Base most recently delivered by the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent Borrower Representative to the cancellation Agent is or surrender of any lease of the Premises may be located or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (b)(i) are either (1) year being contested in good faith by appropriate proceedings or more(2) the subject of a good faith, providedbona fide dispute related to the leased premises (including such payments and such obligations that are the subject of an xxxxxxx internal review by such Credit Party in the determination of whether a good faith, however, that any lease may be cancelled if promptly after bona fide dispute exists with respect to such payments and such obligations) consistent with the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that practices of the lessee whose lease was cancelledBorrowers and their Subsidiaries on the Closing Date, on substantially provided that, in the same terms as case of this clause (2), upon receipt of any notice of default under the terminated or cancelled applicable lease, (iii) modify any such lease so as to shorten the unexpired term thereof applicable Credit Party or so as to decrease, waive or compromise in any manner the amount Subsidiary of the rents payable thereunder or materially expand the a Credit Party shall promptly pay and perform its obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leaseslease, irrespective of whether the bona fide dispute is then continuing, except prepayments solely to the extent that (A) the continued failure to so pay or perform in connection with such good faith, bona fide dispute could not reasonably be expected to result in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties termination of any such lease (provided that such Credit Party or such Subsidiary of a Credit Party shall promptly at the time the continued failure to so pay or perform could reasonably be expected to result in the termination of any such lease, either (x) commence a proceeding pursuant to clause (b)(i)(1) above, which proceeding shall seek to stay any such termination and such relief shall have been granted by the relevant court, or (viy) deem the applicable Store subject to such lease a closed Store pursuant to clause (a) above (it being agreed that all Collateral located at such store shall be promptly excluded from the calculation of the Borrowing Base and the Borrowers shall deliver an updated Borrowing Base Certificate to the Agent demonstrating the exclusion of such Collateral)) and (B) the failure to so pay or perform under such lease, individually or in the aggregate with all other leases which are the subject of a bona fide dispute, could not reasonably be expected to result in a Material Adverse Effect, and (ii) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except case, for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained which adequate reserves in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements accordance with GAAP are being maintained by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receiptPerson. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.

Leases. (a) Grantor will not All leased property of the Buyer is listed in the Buyer's Leased Property Schedule. Each lease and/or agreement to lease: (i) execute an assignment is in full force and effect and in good standing and constitutes a legal, valid and binding obligation of FutureLink Alberta or FutureLink Colorado as the case may be and, without limiting the generality of the rents foregoing, there has been no default thereunder by FutureLink Alberta or any part thereof from FutureLink Colorado as the Premises without Beneficiary's prior consentcase may be, or to the best of the knowledge of FutureLink Alberta or FutureLink Colorado as the case may be, by the landlord, and FutureLink Alberta or FutureLink Colorado as the case may be has not received notice of termination or threat by the landlord to terminate such lease or agreement to lease; and (ii) except where will continue in full force and effect notwithstanding the lessee is in default thereunderclosing of the transactions contemplated by this Agreement without the consent, terminate approval or consent to the cancellation or surrender act of any party under such lease of the Premises or of any part thereof, now existing or hereafter agreement to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent lease; With respect to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, all leased property: (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount best of the rents payable thereunder FutureLink Alberta's or materially expand FutureLink Colorado's knowledge as the obligations case may be, the premises and improvements thereto and the purposes for which any of them are used, comply in all respects with the lessor thereunderrelevant zoning, building, environmental and other governmental or municipal by-laws, laws, requirements, regulations and ordinances (including municipal and provincial fire regulations and pollution control regulations) and with Fire Underwriters' regulations; (iv) accept prepayments there has not been received by FutureLink Alberta or FutureLink Colorado as the case may be or anyone on behalf of more than one month FutureLink Alberta or FutureLink Colorado as the case may be, any notice with respect to any by-law change affecting the premises or relating to any threatened or pending condemnation or expropriation of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, premises; (v) modify, release neither FutureLink Alberta or terminate FutureLink Colorado as the case may be nor anyone on behalf of it has received any guaranties notice from any insurance carrier of any such lease defects or (vi) inadequacies in any other manner impair the value of the Mortgaged Property premises, which, if not corrected, could result in termination of insurance coverage or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change an increase in the terms or other provisions cost of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.coverage;

Leases. (a) Grantor will not (i) execute an assignment The Mortgagor shall, at its own cost and expense, perform, comply with and discharge all of the rents or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments Mortgagor under all leases and agreements for the use of more than one month of any installments of rents the Mortgaged Premises and use its best efforts to become due under such leases, except prepayments in the nature of security for enforce or secure the performance of each obligation and undertaking of the lessees thereunderrespective tenants under such leases and shall appear in and defend, (v) modifyat its own cost and expense, release any action or terminate any guaranties proceeding arising out of any such lease or (vi) in any other manner impair connected with the value Mortgagor’s interest in any leases of the Mortgaged Property Premises. The Mortgagor shall apply all tenants security deposits as required by Minnesota Statutes Section 504B.178 and shall keep the covenants required of a lessor or licensor pursuant to Minnesota Statutes Section 504B.161, subdivision 1, if the security hereof. (b) Grantor will not execute Mortgaged Premises is used for residential purposes. The Mortgagor shall permit no surrender nor assignment of any lease of all or a substantial portion of tenant’s interest under said leases unless the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In assign or surrender is expressly reserved under the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) nor receive any payment installment of rent or additional rent for more than one (1) month in advanceadvance of its due date, except prepayments in nor execute any mortgage or create or permit a lien which may be or become superior to any such leases, nor permit a subordination of any lease to such mortgage or lien. The Mortgagor shall not materially modify or amend the nature terms of security for any such leases, nor borrow against or pledge the performance rentals from such leases, nor exercise or waive any default of the tenant thereunder without the prior consent of the Mortgagee. The Mortgagor agrees to obtain the Mortgagee’s prior written approval before entering into any lease with a term of five (5) years or more. Should the Mortgagor fail to perform, comply with or discharge any obligations of the Mortgagor under any lease or should the Mortgagee become aware of or be notified by said lessee any tenant under any lease of a failure on the part of the Mortgagor to so perform, comply with or discharge its obligations under said lease lease, the Mortgagee may, but shall not be obligated to, and without further demand upon or (ii) notice to the Mortgagor, and without waiving or releasing the Mortgagor from any amendment or modification of obligation in this Mortgage contained, remedy such failure, and the lease made without Mortgagor agrees to repay upon demand all sums incurred by the consent of Beneficiary or Mortgagee in remedying any such successor failure together with interest at the rate as specified in interestthe Notes. Each lease All such sums, together with interest as aforesaid, shall also provide thatbecome so much additional Secured Indebtedness, upon request by said successor in interest, but no such lessee advance shall execute and deliver an instrument or instruments confirming such attornmentbe deemed to relieve the Mortgagor from any default hereunder.

Leases. (a) Grantor will not (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, Each Executing Subsidiary shall observe and will at all times promptly and faithfully perform, or cause to be performed, perform all of the covenants, terms, conditions and agreements contained in all leases the Leases to be observed or performed by the lessor thereunder, and each Executing Subsidiary shall not do or suffer to be done anything to impair the security thereof; (ii) Each Executing Subsidiary shall not collect any of the Premises rents, issues, income or portions thereof now profits assigned hereunder more than thirty (30) days in advance of the time when the same shall become due, except for security or hereafter existingsimilar deposits; (iii) Prior to giving any consent (including, on but not limited to, any consent to any assignment of, or subletting under, any Lease, except as expressly permitted thereby) or approval, required or permitted by such terms and provisions or cancel or terminate any Major Lease, each Executing Subsidiary shall obtain Agent's prior written consent; (iv) Each Executing Subsidiary shall, at its sole cost and expense, appear in and defend any and all actions and proceedings arising under, relating to or in any manner connected with any Lease or the part obligations, duties or liabilities of the lessor thereunder or any tenant or guarantor thereunder, and shall pay all costs and expenses of Agent, including court costs and reasonable attorneys' fees, in any such action or proceeding in which Agent may appear; (v) Each Executing Subsidiary shall give prompt notice to Agent of any notice of any default by the lessor under any Lease received from any tenant or guarantor thereunder; (vi) Each Executing Subsidiary shall enforce the observance and performance of each covenant, term, condition and agreement contained in each Major Lease to be kept observed and performed and will at all times do all things reasonably necessary to compel performance by the lessee tenants and guarantors thereunder and shall immediately notify Agent of any material breach by the tenant or guarantor under any such Major Lease; (vii) If any tenant under any Major Lease is or becomes the subject of any proceeding under the Bankruptcy Code or any other federal, state or local statute which provides for the possible termination or rejection of the Leases assigned hereby, each lease of all obligations, Executing Subsidiary covenants and agreements by agrees that if any such lessee to Major Lease is so terminated or rejected, no settlement for damages shall be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the prior written consent of Beneficiary Agent, and any check in payment of damages for termination or rejection of any such successor Major Lease will be made payable both to the applicable Executing Subsidiary and the Lenders. Executing Subsidiary hereby assigns any such payment to the Lenders and further covenants and agrees that upon the request of the Lenders, it will duly endorse to the order of the Lenders any such check, the proceeds of which shall be applied in interest. Each lease accordance with the provisions of the Assignment of Leases and Rents; and (viii) Not later than thirty (30) days after the end of each calendar quarter, each Executing Subsidiary shall also provide that, upon request by said successor deliver to Agent a certified rent roll for the Mortgaged Property as of the last day of such period in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmenta form reasonably satisfactory to Agent.

Leases. (a) Grantor will Mortgagor covenants and agrees that it shall not enter into any Lease affecting the lesser of (ix) execute an assignment ten percent (10%) of the rents or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease gross leaseable area of the Premises Improvements and (y) 10,000 square feet or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or having a term of ten (10) years or more without the security hereofprior written approval of Mortgagee, which approval shall not be unreasonably withheld. The request for approval of each such proposed new Lease shall be made to Mortgagee in writing 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 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 Mortgagee intends to 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) the terms of such Lease shall comply with the requirements set forth in paragraphs (b) and (c) below; and (iii) such Lease shall provide that the Tenant pays for its expenses. Failure of Mortgagee to approve or disapprove any such proposed Lease within fifteen (15) 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 approved, provided that the written request for approval specifically mentioned the same. (b) Grantor will Prior to execution of any Leases of space in the Improvements after the date hereof, Mortgagor shall submit to Mortgagee, for Mortgagee’s prior approval, which approval shall not be unreasonably withheld, a copy of the form Lease Mortgagor plans to use in leasing space in the Improvements or at the Mortgaged Property. All such Leases of space at the Mortgaged Property shall be at a rental and on terms consistent with the terms for similar leases in the market area of the Premises. Mortgagor shall also submit to Mortgagee for Mortgagee’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. Mortgagor shall not execute any lease of Lease for all or a substantial portion of the Premises Mortgaged Property, except for an actual occupancy by the Tenant, lessee thereunder or its property managerlicensee thereunder, and will shall at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of Leases with respect to the Premises or portions thereof Mortgaged Property, now or hereafter existing, on the part of the landlord, lessor or licensor thereunder to be kept and performed performed. Mortgagor shall furnish to Mortgagee, within ten (10) days after a request by Mortgagee to do so, but in any event by January 1 of each year, a current Rent Roll, certified by Mortgagor as being true and will at all times do all things reasonably necessary to compel performance by correct, containing the lessee under each lease names of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates Tenants with respect to the status Mortgaged 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 Mortgagee, Mortgagor shall deliver to Mortgagee a copy of each such leasesLease. Mortgagor shall not do or suffer to be done any act, Grantor 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 cancel or terminate same and shall exercise its right not further assign any such Lease or any such Rents and Profits. Mortgagor, at no cost or expense to request Mortgagee, shall enforce, short of termination, the performance and observance of each and every condition and covenant of each of the parties under such certificates within five (5) days Leases and Mortgagor shall not anticipate, discount, release, waive, compromise or otherwise discharge any rent payable under any of the Leases. Mortgagor shall not, without the prior written consent of Mortgagee, modify any of the Leases, terminate or accept the surrender of any demand therefor by Beneficiary Leases, waive or release any other party from the performance or observance of any obligation or condition under such Leases except, with respect only to Leases affecting less than the lesser of (x) ten percent (10%) of the gross leaseable area of the Improvements and (y) 10,000 square feet and having a term of less than ten (10) years, 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 Mortgaged Property is located. Mortgagor shall deliver copies thereof not permit the prepayment of any rents under any of the Leases for more than one (1) month prior to Beneficiary promptly upon receiptthe due date thereof. (c) In Each Lease executed after the event date hereof affecting any of the enforcement Premises or the Improvements must provide, in a manner approved by Trustee Mortgagee, that the Lease is subordinate to the lien of this Mortgage and that Tenant will recognize as its landlord, lessor or Beneficiary of the remedies provided for hereby or by lawlicensor, the lessee under each of the leases of the Premise willas applicable, upon request of and attorn to any person succeeding to the interest of Grantor as a result Mortgagor upon any foreclosure of this Mortgage or deed in lieu of foreclosure. Each such enforcementLease shall also provide that, automatically become the lessee upon request of said successor in successor-in-interest, without change the Tenant shall execute and deliver an instrument or instruments confirming its attornment as provided for in the terms or other provisions of such lease, this Section; provided, however, that said successor in neither Mortgagee nor any successor-in-interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease said Lease made without the express written consent of Beneficiary Mortgagee or such successor in said successor-in-interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.

Leases. (a) Grantor will not The Mortgagor represents and warrants that: (i) execute an assignment of the rents or any part thereof from Leases identified in Schedule C annexed hereto are the Premises without Beneficiary's prior consent, (ii) except where the lessee is only Leases in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, existence on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates date hereof with respect to the status Premises; (ii) true copies of such leasesLeases, Grantor shall exercise its right if any, have been previously delivered to request the Mortgagee and there are no agreements with any Tenant under such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.Leases, if any, other than those agreements expressly set forth therein; (ciii) In the event Mortgagor is the sole owner of all of the enforcement by Trustee or Beneficiary Mortgagor’s Interest in such Leases, if any; (iv) to the best of Mortgagor’s knowledge each of such Leases, if any, is in full force and effect, constitutes a legal, valid and binding obligation of the remedies provided for hereby Mortgagor and the applicable Tenant thereunder, and is enforceable against the Mortgagor and such Tenant in accordance with its terms; (v) to the best of Mortgagor’s knowledge there is no material default under any of such Leases, if any, and there is existing no condition which with the giving of notice or by lawpassage of time or both would cause a material default thereunder in each case, the lessee beyond all applicable notice and grace periods; (vi) all Rents due under each such Leases, if any, have been paid in full; (vii) none of the leases Rents reserved under such Leases, if any, have been assigned or otherwise pledged or hypothecated except in favor of the Premise will, upon request of any person succeeding Mortgagee pursuant to the interest provisions hereof; (viii) none of Grantor as a result of such enforcement, automatically become the lessee of said successor Rents (other than any security deposit collected in interest, without change in accordance with the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (ithe applicable Lease) any payment of rent or additional rent have been collected for more than one (1) month in advance, advance except prepayments as permitted under any such Lease entered into in accordance with the nature terms hereof; (ix) to the best of security for Mortgagor’s knowledge there exists no offsets or defenses to the performance by said lessee payment of its obligations under said lease or (ii) any amendment or modification portion of the lease made without Rents and the consent Mortgagor owes no monetary obligation to any Tenant under any such Lease; (x) the Mortgagor has received no written notice from any Tenant challenging the validity or enforceability of Beneficiary any such Lease which has not been withdrawn; (xi) no such Lease contains any option to purchase, right of first refusal to purchase, right of first refusal to relet, or any other similar provision; and (xii) each such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument Lease is subordinate to this Mortgage either pursuant to its terms or instruments confirming such attornmentpursuant to a recordable Subordination Agreement.

Leases. (a) Grantor will not (i) execute an assignment Without first having obtained the written consent of Administrative Agent, Borrower will make no assignment, pledge or disposition of the rents Leases or the Rent (except no consent shall be required for Borrower to terminate the Existing Leases or any part thereof from other Lease or exercise other landlord enforcement actions so long as such actions are taken in the Premises without Beneficiary's prior consentordinary course of Borrower’s business); nor will Borrower grant any security interest in the Leases or Rent (except to Administrative Agent and Lenders); nor will Borrower subordinate any of the Leases to any deed of trust, (ii) except where the lessee is in default thereunder, terminate security deed or consent to the cancellation mortgage or surrender any other encumbrance of any lease of the Premises kind or permit, consent or agree to such subordination; nor will Borrower incur any indebtedness to a tenant under or guarantor of any part thereof, now existing Lease which may under any circumstance be used as an offset against the Rent or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become other payments due under such leases, said Lease (except prepayments Borrower may grant rent concessions in the nature ordinary course of security Borrower’s business so long as such concessions are commercially reasonable); nor will Borrower receive or collect any Rent for the performance a period of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advanceadvance of the date on which such payment is due; and any such acts, except prepayments in if done without the nature prior written consent of security for the performance by said lessee of its obligations under said lease or Administrative Agent, shall be null and void. (ii) Borrower covenants and agrees to observe and perform duly and punctually all the obligations imposed upon Borrower under the Leases and not to do or permit to be done anything to impair the value thereof; to enforce the performance of each term, provision, covenant, agreement and condition in the Leases to be performed by any amendment tenant thereunder, except as Borrower may waive in the ordinary course of business in owning and operating a multifamily complex in a reasonable and prudent manner; to appear in and defend any action or modification proceeding arising under, occurring out of or in any manner connected with any of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide thatLeases and, upon request by said successor Administrative Agent, to make appearance in interestthe name and on behalf of Administrative Agent, but at the expense of Borrower; upon request of Administrative Agent, to make available to Administrative Agent at the Property executed copies of any and all Leases, renewals and extensions of existing Leases and any and all subsequent Leases upon all or any part of the Property. (iii) If there is any payment to Borrower in consideration for the termination of a Lease, Borrower hereby assigns such lessee payment to Administrative Agent, for the benefit of the Lenders, and further covenants and agrees that, during the existence of an Event of Default, it will pay such amounts so received to Administrative Agent, which amounts received by Administrative Agent will be applied to the Indebtedness in such order as Administrative Agent in its sole discretion may determine. Notwithstanding the foregoing, provided no Event of Default exists at the time of receipt by Borrower of any such payments, Borrower may retain such payment. (iv) Borrower shall execute not (A) terminate, amend or modify any Lease except (1) in the ordinary course of business of owning and deliver an instrument operating a multifamily apartment project in the exercise of Borrower’s prudent business judgment and (2) the Existing Leases may be terminated at any time, or instruments confirming such attornment(B) enter into any new Leases except for Leases which are on Borrower’s standard form lease previously approved by Administrative Agent and with no modifications thereto except for modifications made in the ordinary course of business in the exercise of Borrower’s prudent business judgment and which satisfy the following minimum leasing requirements: (i) minimum initial term of six (6) months (provided, however, up to five percent (5%) of the units may be leased for initial terms of less than six (6) months), (ii) electricity and, if applicable, natural gas, separately metered to tenants, (iii) at current market rents for similar projects in the vicinity of the Property, as reasonably determined by Borrower in the ordinary course of business of owning and operating a multi-family project in a reasonable and prudent manner. (v) Borrower shall terminate the Existing Leases as soon as reasonably practicable, and shall not extend the term of any Existing Lease beyond November 1, 2014 without the prior written approval of Administrative Agent.

Leases. Mezzanine Borrower covenants and agrees that, from the date hereof and until payment in full of the Indebtedness: (a) Grantor will not (i) execute an assignment Mezzanine Borrower covenants and agrees that, from the date hereof and until payment in full of the rents Indebtedness, except as permitted in this Section 5.2, Mezzanine Borrower shall not and shall not permit the Property Owner, directly or through any part thereof from the Premises without Beneficiary's prior consentManager or agent or representative to enter into, (ii) except where the lessee is in default thereundermodify, terminate or amend, consent to the cancellation or surrender of any lease (except by the tenant under a Lease under a pre-existing right) or terminate (other than for an event of default on the part of the Premises or of Tenant) any part thereofLease, whether now existing or hereafter entered into, without the prior written consent of Mezzanine Lender, which shall be granted or withheld in Mezzanine Lender's reasonable discretion (and shall be deemed to have been granted if not withheld within seven (7) days of Mezzanine Lender's receipt of a written request therefor specifically stating in boldface type that such approval shall be madedeemed granted if not withheld by Mezzanine Lender within such period and including without limitation all information and details regarding the business and financial terms of the proposed lease, having an unexpired term the identity, creditworthiness and business of one the proposed tenant and any proposed guarantor of such lease, as shall be necessary for Mezzanine Lender to evaluate the proposal). Mezzanine Lender shall provide to Mezzanine Borrower a statement of the reasons for withholding its consent as to any proposed lease. Provided that there shall not have occurred and be continuing a monetary or material non-monetary Default or Event of Default, Mezzanine Borrower may, without Mezzanine Lender's prior written consent, cause Property Owner to enter into and amend or modify or permit the entering into, amendment or modification of any Lease provided that such Lease (1i) year or more, provided, however, that any lease may be cancelled if promptly after provides for rental rates and terms comparable to market rates and terms (taking into account the cancellation or surrender thereof a new lease type and quality of the tenant) existing at the time such proposed Lease is entered into into, (ii) is an arms-length transaction with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelledbona fide, on substantially the same terms as the terminated or cancelled leasethird party tenant, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, is not a Major Lease and (iv) accept prepayments with respect to an amendment or modification, is not a material amendment or modification of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereofa Lease. (b) Grantor will Mezzanine Borrower shall not execute and shall not permit Property Owner or any lease of all other Affiliate to request a disbursement under the Mortgage Loan Documents from the accounts established therein for reserves for tenant improvements or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates leasing commissions with respect to any Lease unless and until such Lease has been approved by Mezzanine Lender or satisfies the status requirements of this Agreement regarding Leases for which such leases, Grantor approval is deemed to have been given or is not required under this Agreement. Mezzanine Borrower shall exercise its right to request notify Mezzanine Lender in writing of all disbursements requested and made from such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receiptreserves. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.

Leases. (a) Grantor will not (i) execute an assignment That Mortgagor has no right or power, as against Mortgagee without its consent, to cancel, abridge or otherwise modify in any material respect any of the rents leases or subleases now or hereafter affecting the whole or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or any of any part the terms, provisions or covenants thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents rent to become due under thereunder and Mortgagor shall not do so without such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereofconsent. (b) Grantor will That Mortgagor shall not execute any enter into a lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, substantially all of the covenantsPremises, conditions unless (i) such lease shall expressly provide that the leasehold estate created thereby shall be subject and agreements contained subordinate to all mortgages on the Premises and to the leasehold estates of subtenants created by existing subleases, notwithstanding any clause in all leases any such sublease purporting to subordinate such sublease and the rights of the Premises or portions thereof now or hereafter existing, on the part of the lessor subtenant thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such ground or underlying leases, Grantor (ii) such lease shall exercise its right to request such certificates within five (5) days require that each sublease thereafter made and each renewal of any demand therefor by Beneficiary and existing sublease shall deliver copies thereof to Beneficiary promptly upon receipt. provide that, (cA) In in the event of the enforcement by Trustee or Beneficiary termination of the remedies provided for hereby or by lawunderlying lease, the lessee under each sublease shall not terminate or be terminable by the subtenant, (B) in the event of any action for the foreclosure of this Mortgage, the sublease shall not terminate or be terminable by the subtenant by reason of the leases termination of the Premise willunderlying lease unless the subtenant is specifically named and joined in any such action and unless a judgment is obtained therein against the subtenant and (C) in the event that the underlying lease is terminated as aforesaid, the subtenant shall attorn to the lessor under the underlying lease or to the purchaser at the sale of the Premises on such foreclosure, as the case may be, and (iii) the lessee in such lease shall agree, and be authorized by Mortgagor, to direct and require the subtenants and other occupants of space in the Premises to pay to Mortgagee on its entry into possession pursuant to Article 16 hereof, or to a receiver appointed to collect the rents, issues and profits of the Premises, the rents payable by them under the terms of their subleases or occupancy agreements upon request being notified by Mortgagee of any person succeeding to default under this Mortgage and of Mortgagee's entry into possession of the interest Premises, or of Grantor the appointment of any such receiver, with the same force and with like effect as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under if said lease or (ii) any amendment or modification of had not been entered into and Mortgagor were entitled to receive the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentspace rents directly.

Leases. (a) Except as expressly permitted under the Bank Credit Agreement or the Indenture, Grantor will shall not (i) execute an assignment or pledge of any Lease relating to all or any portion of the rents Trust Property other than in favor of Beneficiary, or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where without the lessee is in default thereunderprior written consent of Beneficiary, terminate execute or consent permit to the cancellation or surrender exist any Lease of any lease of the Premises or of any part thereofTrust Property, now existing or hereafter to be made, provided that Grantor may enter into leases having an unexpired aggregate term of one less than twelve months (1including all extension or renewal terms) year which are primarily for agricultural or more, provided, however, that any lease may be cancelled if promptly after recreational hunting purposes without the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that prior written consent of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereofBeneficiary. (b) Grantor will not execute As to any lease of all or a substantial portion of the Premises except for actual occupancy Lease consented to by the lessee thereunder or its property managerBeneficiary, and will at all times Granor shall: (i) promptly and faithfully perform, or cause to be performed, perform all of the covenants, conditions and agreements contained in all leases provisions of the Premises or portions thereof now or hereafter existing, Lease on the part of the lessor thereunder to be kept and performed and will at performed; (ii) promptly enforce all times do all things reasonably necessary to compel performance by of the provisions of the Lease on the part of the lessee under each lease of all obligations, covenants and agreements by such lessee thereunder to be performed thereunder. If performed; (iii) appear in and defend any action or proceeding arising under or in any manner connected with the Lease or the obligations of such leases provide for the giving by Grantor as lessor or of the lessee of certificates thereunder; (iv) exercise, within 5 Business Days after a request by Beneficiary, any right to request from the lessee a certificate with respect to the status of such leases, Grantor shall exercise its right thereof; (v) simultaneously deliver to request such certificates within five (5) days Beneficiary copies of any demand therefor by Beneficiary and shall notices of default which Grantor may at any time forward to or receive from the lessee; (vi) promptly deliver copies thereof to Beneficiary a fully executed counterpart of the Lease; and (vii) promptly deliver to Beneficiary, upon receiptBeneficiary's request, an assignment of the Grantor's interest under such Lease. (c) In Grantor shall deliver to Beneficiary, within 10 Business Days after a request by Beneficiary, a written statement, certified by Grantor as being true, correct and complete, containing the event names of all lessees and other occupants of the enforcement by Trustee or Beneficiary Trust Property, the terms of all Leases and the spaces occupied and rentals payable thereunder, and a list of all Leases which are then in default, including the nature and magnitude of the remedies provided for hereby or default; such statement shall be accompanied by lawcredit information with respect to the lessees and such other information as Beneficiary may request. (d) All Leases entered into by Grantor after the date hereof, the lessee under each of the leases of the Premise willif any, upon request and all rights of any person succeeding lessees thereunder shall be subject and subordinate in all respects to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other lien and provisions of such leasethis Deed of Trust unless Beneficiary shall otherwise elect in writing. (e) As to any Lease now in existence or subsequently consented to by Beneficiary, providedexcept as expressly permitted under the Credit Agreement, however, that said successor in interest Grantor shall not accept a surrender or terminate, cancel, rescind, supplement, alter, revise, modify or amend such Lease or permit any such action to be bound by (i) any taken nor shall Grantor accept the payment of rent or additional rent for more than one thirty (130) month days in advance, except prepayments in the nature of security for the performance by said lessee advance of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentdue date.

Leases. (a) Grantor will not (i) execute an assignment of All Major Leases and all renewals, amendments and modifications thereof executed after the rents or any part thereof from the Premises without Beneficiarydate hereof shall be subject to Lender's prior consentapproval, not to be unreasonably withheld, to the extent such Major Leases or renewals, amendments or modifications thereof are not at market rates and on market terms. (iib) except where the lessee is in default thereunder, Borrower may terminate or consent accept a surrender of one or more Leases demising up to the cancellation 100,000 square feet on an aggregate basis without Lender's approval. Borrower shall not terminate or accept a surrender of Leases demising more than 100,000 square feet on an aggregate basis without Lender's prior approval, not to be unreasonably withheld. Each request by Borrower for approval of any termination or surrender of any lease Lease shall be made by written notice to Lender and must include a statement in bold face type that if Lender shall fail to approve or disapprove such termination or surrender within ten (10) Business Days after receipt by Lender of such request, such termination or surrender shall be deemed to have been approved. If Lender fails to respond to such notice within such ten (10) day period, time being of the Premises essence, Lender shall be conclusively deemed to have approved such termination or surrender. (c) Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce the terms, covenants and conditions contained in the Leases upon the part of any part thereof, now existing or hereafter the lessee thereunder to be made, having an unexpired term of one (1) year observed or moreperformed in a commercially reasonable manner, provided, however, that any lease may be cancelled if promptly after Borrower shall comply with the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that provisions of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, paragraph (b) above; (iii) modify shall not collect any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments advance (other than security deposits); and (iv) shall not execute any assignment of lessor's interest in the nature Leases or the Rents (except as contemplated by the Loan Documents). (d) Upon request, Borrower shall furnish Lender with executed copies of security for all Leases. (e) Upon request from Borrower, Lender shall provide (i) a subordination, nondisturbance and attornment agreement on Lender's standard form to each lessee under any Lease executed in accordance with the performance by said lessee terms of its obligations under said lease or this Agreement after the date hereof and which demises at least 12,500 rentable square feet of space in the Property and (ii) a subordination, nondisturbance and attornment agreement to each lessee under any amendment or modification Lease existing as of the lease made without date hereof to the consent extent such Lease requires the delivery of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentagreement.

Leases. (a) Grantor will not (i) execute an assignment The Issuer shall adopt and shall cause the Servicer to utilize the pro forma lease in the form provided to the Issuer on the Initial Closing Date as such pro forma lease agreement or agreements may be revised for purposes of the rents Issuer Group specifically or generally from time to time by the Servicer (the “Servicer’s Pro Forma Lease” in a manner consistent with the Servicer’s “Standard of Care” and the Servicer’s “Conflicts Standard” (as each term is defined in the Servicing Agreement”), for use by the Servicer on behalf of the Issuer or any part thereof from Issuer Subsidiary as a starting point in the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender negotiation of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, Future Leases with Persons who are not Issuer Group Members; provided, however, that with respect to any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is Future Lease entered into in connection with a new lessee having a credit standing at least equivalent to that (x) the renewal or extension of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled leasean Initial Lease, (iiiy) modify any such lease so as the leasing of an Aircraft to shorten the unexpired term thereof a Person that is or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due was a Lessee under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease an Initial Lease or (viz) in any other manner impair the value leasing of the Mortgaged Property an Aircraft to a Person that is or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by was the lessee under each an operating lease of all obligationsan aircraft that is being managed or serviced by the Servicer (such Future Lease, covenants and agreements a “Renewal Lease”), a form of lease substantially similar to such Initial Lease or operating lease (a “Precedent Lease”), as the case may be, may be used by such lessee to be performed thereunder. If the Servicer in lieu of the Servicer’s Pro Forma Lease on behalf of the Issuer or any Issuer Subsidiary as a starting point in the negotiation of such leases provide for Future Lease with Persons who are not Issuer Group Members; and provided further, however, that if the giving Board determines, in an annual review of the Servicer’s Pro Forma Lease on or before each anniversary of the relevant Closing Date, that any revision to the Servicer’s Pro Forma Lease made from time to time since the preceding review by the lessee of certificates Board (or, with respect to the status first anniversary of the Initial Closing Date, since the Initial Closing Date) is substantially inconsistent with the core lease provisions of the Issuer set forth in Exhibit F to this Indenture (as such leasesprovisions may be amended from time to time, Grantor the “Core Lease Provisions”) in a manner and to such a degree as to have a material adverse effect on the Holders, taking into consideration, inter alia, such revision and any risk that the Aircraft might not be able to be leased on terms substantially consistent with the provisions of the Servicer’s Pro Forma Lease without such revisions, then the Board shall exercise its right direct the Servicer not to request include such certificates within five (5) days revision in the Servicer’s Pro Forma Lease to be used thereafter as the starting point in the negotiation of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding Future Lease with respect to the interest of Grantor as Aircraft. If the Board determines that any such revision to the Servicer’s Pro Forma Lease will not have a result of such enforcementmaterial adverse effect on the Holders, automatically become then the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest Board shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in amend the nature of security for the performance by said lessee of its obligations under said lease or applicable Core Lease Provisions to incorporate such revision and (ii) notify the Rating Agencies and the Policy Provider of any amendment or modification Future Lease entered into the terms of which are materially less favorable from the point of view of the lease made lessor than any of the Leases then in effect, including without limitation, such changes to the Core Lease Provisions; provided that the Core Lease Provisions may not be amended without the prior written consent of Beneficiary or the Policy Provider. The Issuer shall not enter into, and shall not permit any Issuer Subsidiary to enter into, any Future Lease the rental payments under which are denominated in a currency other than U.S. dollars without a Rating Agency Confirmation, provided that the Issuer may enter any Future Lease the Rental Payments under which are denominated in euros if (a) the sum of the Assumed Base Values as of the Payment Date immediately preceding any date of determination of each Aircraft subject to leases the Rental Payments under which are denominated in euros does not exceed 5% of the sum of the Assumed Base Values as of such successor Payment Date of all Aircraft and (b) the currency exposure is hedged in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentaccordance with the Issuer’s hedging policy.

Leases. (a) Grantor will not Borrower covenants and agrees that, from the date hereof and until payment in full of the Debt, Borrower shall, or shall cause Owner to, comply with the terms and provisions of Section 7.02(a) through (c) of the Mortgage as provided in Section 2.14 hereof, and, to the extent such term, covenants and conditions require any consents, approvals or waivers by Mortgage Lender, Lender shall have the same rights to consent, approve or waive. (b) Subject to the rights of Mortgage Lender in respect of the Rents under the Mortgage Loan Documents, the rights of Intermediate Mez Lender in respect of the Rents under the Intermediate Mez Loan Documents and the rights of Senior Mez Lender in respect of the Rents under the Senior Mez Loan Documents, at any time that (i) execute an assignment of payments are not being made to the rents Central Account, or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where following repayment of the lessee Mortgage Loan, then Lender shall have the immediate right to notify the bank in which the Collection Account is in default thereunder, terminate or consent located to make payments directly to the cancellation Lockbox Account. Subject to the rights of Mortgage Lender under the Mortgage Loan Documents, Intermediate Mez Lender under the Intermediate Mez Loan Documetns and Senior Mez Lender under the Senior Mez Loan Documents, security and other refundable deposits of tenants, whether held in cash or surrender any other form, shall, after and during the continuance of an Event of Default, be turned over to Lender (together with any lease undisbursed interest earned thereon) upon Lender’s request therefor to be held by Lender subject to the terms of the Premises Leases. Any letter of credit or other instrument which Borrower or Owner holds in lieu of cash security deposit shall be maintained in full force and effect in the full amount of such deposits unless replaced by cash deposits as herein-above described and shall in all respects comply with any part thereofapplicable Legal Requirements and otherwise be satisfactory to Lender. Borrower shall, now existing upon request, provide Lender with evidence satisfactory to Lender of Borrower’s, Intermediate Mez Borrower’s, Senior Mez Borrower’s and Owner’s compliance with the foregoing. (c) Borrower (i) shall cause Owner or hereafter Operating Tenant to observe and perform all of its material obligations under the Leases pursuant to applicable Legal Requirements and shall not do or permit to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent done anything to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. Major Space Leases; (bii) Grantor will not execute any lease shall cause Owner to promptly send copies to Lender of all or a substantial portion notices of material default which Owner shall receive under the Premises except for actual occupancy by Major Space Leases; (iii) shall, consistent with the lessee thereunder or its property managerApproved Manager Standard, and will at all times promptly and faithfully perform, or cause to be performed, enforce all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligationsterms, covenants and agreements by such lessee conditions contained in the Leases to be performed thereunder. If observed or performed; (iv) shall not permit Owner to collect any of such leases provide for the giving by Rents under the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for Major Space Leases more than one (1) month in advance, advance (except prepayments that Owner may collect in advance such security deposits as are permitted pursuant to applicable Legal Requirements and are commercially reasonable in the nature of security for the performance by said lessee of its obligations under said lease prevailing market); (v) shall not permit Owner to cancel or (ii) terminate any amendment or modification of the lease made Leases or accept a surrender thereof in any manner inconsistent with the Approved Manager Standard; (vi) shall not permit Owner to alter, modify or change the terms of any guaranty of any Major Space Lease or cancel or terminate any such guaranty in a manner inconsistent with the Approved Manager Standard; (vii) shall cause Owner, in accordance with the Approved Manager Standard, to make all reasonable efforts to seek lessees for space as it becomes vacant and enter into Leases in accordance with the terms hereof; and (viii) shall not permit Owner to materially modify, alter or amend any Major Space Lease or Property Agreement without Lender’s consent, which consent will not be unreasonably withheld or delayed. Borrower shall, and shall cause Intermediate Mez Borrower, Senior Mez Borrower and Owner to, promptly send copies to Lender of all notices of material default which any of Intermediate Mez Borrower, Senior Mez Borrower or Owner shall receive under the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentLeases.

Leases. To each Borrower’s actual knowledge after due inquiry and except as set forth on Schedule X attached hereto or as otherwise disclosed in the estoppel certificates delivered to Lender in connection with the closing of the Loan, (a) Grantor will the Properties are not subject to any Leases other than the HRHI Lease and the other Leases described in said Schedule X, (ib) execute an assignment each Borrower is the owner and lessor of the rents landlord’s interest in each such Lease affecting its Property, (c) no Person has any possessory interest in any Property or any part thereof from right to occupy the Premises without Beneficiary's prior consentsame except under and pursuant to the provisions of such Leases, (iid) except where all commercial Leases are in full force and effect and there are no material defaults thereunder by either party and there are no conditions that, with the lessee is in default thereunderpassage of time or the giving of notice, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereofboth, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor would constitute material defaults thereunder, (ive) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance copies of the lessees thereundercommercial Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (vf) modify, release or terminate any guaranties of any such lease or no Rent (viincluding security deposits) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for has been paid more than one (1) month in advanceadvance of its due date, (g) all work to be performed by the landlord under each Lease has been performed as required in such Lease and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by any Borrower to any tenant has already been received by such tenant, (h) there has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents received therein which is still in effect, (i) no commercial tenant listed on Schedule X has assigned its Lease or sublet all or any portion of the premises demised thereby, no such commercial tenant holds its leased premises under assignment or sublease, nor does anyone except prepayments such commercial tenant and its employees occupy such leased premises, (j) no tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the Property of which the leased premises are a part, and (k) no tenant under any Lease has any right or option for additional space in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentImprovements.

Leases. (a) Grantor will not All Leases to which Borrower is a party executed after the date hereof and all renewals thereof shall (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consentprovide for rental rates comparable to existing local market rates for similar properties, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled leasecommercially reasonable terms, (iii) modify any provide that such lease so as Lease is subordinate to shorten the unexpired term thereof or so as Mortgage encumbering the applicable Individual Property and that the lessee will attorn to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, Lender and (iv) accept prepayments of more than one month of not contain any installments of rents to become due terms which would materially adversely affect Lender’s rights under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereofLoan Documents. (b) Grantor will not execute any lease of All Major Leases to which Borrower is a party executed after the date hereof and all or a substantial portion renewals thereof shall be subject to Lender’s prior approval (other than renewals at the option of the Premises tenant at rents specified in the applicable Major Lease). All Leases to which Borrower is a party and all renewals, amendments and modifications thereof executed after the Effective Maturity Date shall be subject to Lender’s prior approval, except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to Leases that have been assigned to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receiptHotel Lessees. (c) In the event Borrower shall not accept a surrender of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, any Major Lease to which Borrower is a party without Lender’s prior approval (unless the lessee under each of has the leases of unilateral right to terminate such Major Lease). Borrower shall not terminate a Major Lease to which Borrower is a party without Lender’s prior approval (unless the Premise will, upon request of any person succeeding to other party thereto is in material default and the interest of Grantor as a result termination of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not Major Lease would be bound by commercially reasonable). (d) Borrower (i) shall observe and perform in all material respects the obligations imposed upon the lessor under the Leases to which Borrower is a party in a commercially reasonable manner; (ii) shall enforce the material terms, covenants and conditions contained in the Leases to which Borrower is a party upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner; (iii) shall not collect any payment of rent or additional rent for the rents more than one (1) month in advance, except prepayments advance (other than security deposits); (iv) shall not execute any assignment of lessor’s interest in the nature Leases to which Borrower is a party or the Rents thereunder (except as contemplated by the Loan Documents); and (v) shall not alter, modify or change any Major Lease to which Borrower is a party so as to decrease the amount of security or payment date for rent, change the performance by said lessee of its expiration date, grant any option for additional space or term, materially reduce the obligations under said lease or (ii) any amendment or modification of the lease made lessee or increase the obligations of lessor without Lender’s prior approval, which approval shall not be unreasonably withheld. Except as specifically provided in clause (v) above, Borrower shall have the right to alter, modify or change any Major Lease without Lender’s prior approval. (e) Upon request, Borrower shall furnish Lender with executed copies of all Leases. (f) The Marquis Borrower shall have the right to assign the Marquis Lease to the Hotel Lessee of the Marriott Marquis without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentLender.

Leases. (a) Grantor will not All Leases and all renewals of Leases executed after the date hereof shall (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consentprovide for economic terms, including rental rates, comparable to existing local market rates for similar properties, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled leasecommercially reasonable terms, (iii) modify any such lease so as to shorten the unexpired have a term thereof or so as to decrease, waive or compromise of not less than five (5) years (unless Lender approves in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunderwriting a shorter term), (iv) accept prepayments have a term of not more than one month of any installments of rents to become due under such leasesfifteen (15) years, except prepayments including all extensions and renewals (unless Lender approves in the nature of security for the performance of the lessees thereunderwriting a longer term), (v) modifyprovide that such Lease is subordinate to the Security Instrument and the Assignment of Leases and that the Tenant thereunder will attorn to Lender and any purchaser at a foreclosure sale, release or terminate any guaranties of any such lease or (vi) be with Tenants that are creditworthy as determined by Borrower in the exercise of prudent property management practices, (vii) be written substantially in accordance with a standard form of Lease which shall have been approved in writing by Lender (subject to any commercially reasonable changes made in the course of negotiations with the applicable Tenant), (viii) other than the Ionis Lease, not be with any Affiliate of Borrower, Guarantor or Manager, and (ix) not contain any option to purchase, any right of first option to purchase, any right of first refusal to purchase, any right to terminate (except in the event of destruction or condemnation of all or substantially all of the Property, any requirement for a non-disturbance or recognition agreement (other than on the standard form previously approved by Lender), or any other manner impair terms which are reasonably likely to materially adversely affect Lender’s rights under the value Loan Documents; provided that, in connection with extensions or renewals of Leases existing on the Mortgaged Property date hereof, any applicable term that would otherwise breach the requirements set forth in this Section 4.1.9(a) shall be permitted to the extent necessary to implement an extension or renewal term expressly contained in the security hereofapplicable Lease and with respect to which Borrower has no discretion. Any non‑compliance with the foregoing requirements shall require Lender’s prior written approval, which shall not be unreasonably withheld or delayed. (b) Grantor will not execute any lease of all or Borrower (i) shall perform the obligations which Borrower is required to perform under the Leases; (ii) shall enforce in a substantial portion of commercially reasonable manner the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee obligations to be performed thereunder. If any of such leases provide for the giving by the lessee Tenants thereunder; (iii) shall promptly furnish to Lender any notice of certificates with respect default or termination received by Borrower from any Tenant, and any notice of default or termination given by Borrower to the status of such leases, Grantor shall exercise its right to request such certificates within five any Tenant; (5iv) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) collect any payment of rent or additional rent Rents for more than one (1) month in advanceadvance of the time when the same shall become due, except prepayments for bona fide security deposits not in excess of an amount equal to two (2) months’ rent; (v) shall not enter into any ground lease or master lease of any part of the Property; (vi) shall not further assign or encumber any Lease or the Rents (except as contemplated by the Loan Documents); (vii) shall not cancel or terminate, or accept the surrender or termination of, any Lease (except (A) with Lender’s prior written approval, (B) in the nature case of security any Lease that is not a Major Lease, if (1) no Event of Default has occurred and is continuing, or (2) a material event of default by the Tenant under such Lease has occurred and is continuing and (3) such cancellation or termination is consistent with prudent property management practices); and (viii) shall not modify or amend any Lease (except (A) with Lender’s prior written approval or (B) in the case of any Lease that is not a Major Lease, if (1) no Event of Default has occurred and is continuing, (2) such modification or amendment is not material and does not affect the economic terms of the applicable Lease, and (3) such modification or amendment is entered into in the ordinary course of business and is consistent with prudent property management practices). Any action in violation of clause (v), (vi), (vii) or (viii) of this Section 4.1.9(b) shall be void at the election of Lender. (c) All Major Leases and all renewals, modifications and amendments thereof executed after the date hereof shall be subject to Lender’s prior approval, which approval shall not be unreasonably withheld so long as the applicable Tenant is not an Affiliate of Borrower. (d) [Reserved.] (e) Borrower shall not permit or consent to any assignment or sublease of any Major Lease without Lender’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayed; notwithstanding the foregoing, it is acknowledged and agreed that Lender’s consent shall not be required for an Ionis Sublease, provided each of the performance by said lessee following conditions is satisfied: (i) no Event of its obligations under said lease or Default has occurred and is continuing, (ii) the Ionis Lease Condition is satisfied, (iii) Ionis continues to remain liable for all obligations and liabilities of tenant under the Ionis Lease, including, without limitation, any amendment obligations and liabilities of subtenant under the Ionis Sublease (i.e., Ionis is not releaased from any liability under the Ionis Lease as a result of such Ionis Sublease), (iv) such Ionis Sublease, either individually or modification when taken together with any other Ionis Subleases then in effect, and assuming the exercise of all expansion rights and preferential rights to lease additional space contained in such Ionis Sublease or Ionis Subleases, as applicable, covers twenty-five percent (25%) or less of the lease made total rentable square footage at the Property, and (v) Borrower shall give (or shall cause Ionis to give) to Lender written notice of such proposed Ionis Sublease, together with a copy of such proposed Ionis Sublease, not less than thirty (30) days prior to the effective date of such Ionis Sublease, and provide a true, correct and complete copy of the fully executed Ionis Sublease within five (5) Business Days of the execution thereof. (f) [Reserved.] (g) Borrower agrees to bear and shall pay or reimburse Lender on demand for all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred by Lender in connection with the review of any proposed Lease, any other matter requiring Lender’s consent or approval under this Section 4.1.9 or execution and delivery of Beneficiary any subordination, non-disturbance and attornment agreement in accordance with this Section 4.1.9. (h) Within ten (10) days after Lender’s request, Borrower shall furnish to Lender (i) a statement of all tenant security or such successor other deposits and (ii) copies of all Leases not previously delivered to Lender, in interesteach case, certified as being true, correct and complete. (i) All security deposits of Tenants, whether held in cash or any other form, shall be held in compliance with all applicable Legal Requirements, shall not be commingled with any other funds of Borrower and, if cash, shall be deposited by Borrower in a separately designated account under Borrower’s control at Clearing Bank. Each lease shall also provide thatAfter the occurrence of an Event of Default, upon request Lender's request, Borrower shall, if permitted by said successor the applicable Legal Requirements, cause all such security deposits (and any interest thereon) to be transferred to Lender to be held by Lender in interesta separate Eligible Account subject to the terms of the Leases. Any bond or other instrument which Borrower is permitted to hold in lieu of cash security deposits under the applicable Legal Requirements (i) shall be maintained in full force and effect in the full amount of such deposits unless replaced by cash deposits as described above, such lessee (ii) shall execute be issued by an institution reasonably satisfactory to Lender, (iii) shall, if permitted by the applicable Legal Requirements, name Lender as payee or mortgagee thereunder (or, at Lender’s option, be fully assignable to Lender), and deliver an instrument or instruments confirming such attornment(iv) shall in all respects comply with the applicable Legal Requirements and otherwise be satisfactory to Lender. Borrower shall, upon request, provide Lender with evidence satisfactory to Lender of Borrower’s compliance with the foregoing.

Leases. (a) Grantor will not Borrower covenants and agrees that, from the date hereof and until payment in full of the Debt, Borrower shall, or shall cause Owner to, comply with the terms and provisions of Section 7.02(a) through (c) of the Mortgage as provided in Section 2.14 hereof, and, to the extent such term, covenants and conditions require any consents, approvals or waivers by Mortgage Lender, Lender shall have the same rights to consent, approve or waive. Lender’s consent to any Lease shall be deemed given, if the first correspondence from Borrower or Owner, as the case may be, to Lender requesting such approval is in an envelope marked “PRIORITY” and contains a bold-faced, conspicuous legend at the top of the first page thereof stating that “IF YOU FAIL TO RESPOND TO OR TO EXPRESSLY DENY THIS REQUEST FOR APPROVAL IN WRITING WITHIN TEN (10) BUSINESS DAYS, YOUR APPROVAL MAY BE DEEMED GIVEN”, and is accompanied by the information and documents required above and any other information reasonably requested by Lender in writing prior to the expiration of such ten (10) Business Day period in order to adequately review the same has been delivered and, if Lender fails to respond or to expressly deny such request for approval in writing within the ten (10) Business Day period, a second notice is delivered to Lender from Borrower or Owner, as the case may be, in an envelope marked “PRIORITY” requesting approval containing a bold-faced, conspicuous legend at the top of the first page thereof stating that “IF YOU FAIL TO RESPOND TO OR EXPRESSLY DENY THIS REQUEST FOR APPROVAL IN WRITING WITHIN FIVE (5) BUSINESS DAYS, YOUR APPROVAL SHALL BE DEEMED GIVEN” and Lender fails to respond or to expressly deny such request for approval within the five (5) Business Day period. (b) Subject to the rights of Mortgage Lender in respect of the Rents under the Mortgage Loan Documents at any time that (i) execute an assignment payments are not being made to the Central Account, or (ii) following repayment of the rents Mortgage Loan, then Lender shall have the immediate right to notify all tenants and other third parties to make payments directly to the Lockbox Account. Borrower hereby authorizes and directs the tenants and other third parties to make such payments directly to the Lockbox Account upon notice by Lender. Subject to the rights of Mortgage Lender under the Mortgage Loan Documents, security and other refundable deposits of tenants, whether held in cash or any part thereof from other form, shall, after and during the Premises without Beneficiary's prior consentcontinuance of an Event of Default, be turned over to Lender (together with any undisbursed interest earned thereon) upon Lender’s request therefor to be held by Lender subject to the terms of the Leases. Any letter of credit or other instrument which Borrower or Owner holds in lieu of cash security deposit shall be maintained in full force and effect in the full amount of such deposits unless replaced by cash deposits as hereinabove described and shall in all material respects comply with any applicable Legal Requirements and otherwise be satisfactory to Lender. Borrower shall, upon request, provide Lender with evidence satisfactory to Lender of Borrower’s and Owner’s compliance with the foregoing. (c) Borrower (i) shall cause Owner to observe and perform all of its material obligations under the Leases pursuant to applicable Legal Requirements, (ii) except where the lessee is in default thereunder, terminate shall not do or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter permit to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent done anything to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. Leases; (biii) Grantor will not execute any lease shall cause Owner to promptly send copies to Lender of all or a substantial portion notices of material default which Owner shall receive under the Premises except for actual occupancy by Leases; (iv) shall, consistent with the lessee thereunder or its property managerApproved Manager Standard, and will at all times promptly and faithfully perform, or cause to be performed, enforce all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligationsmaterial terms, covenants and agreements by such lessee conditions contained in the Leases to be performed thereunder. If observed or performed; (v) shall not permit Owner to collect any of such leases provide for the giving by Rents under the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for Leases more than one (1) month in advance, advance (except prepayments that Owner may collect in advance such security deposits as are permitted pursuant to applicable Legal Requirements and are commercially reasonable in the nature of security for the performance by said lessee of its obligations under said lease prevailing market); (vi) shall not permit Owner to cancel or (ii) terminate any amendment or modification of the lease made Leases or accept a surrender thereof in any manner inconsistent with the Approved Manager Standard; (vii) shall not permit Owner to alter, modify or change the terms of any guaranty of any Major Space Lease or cancel or terminate any such guaranty; (viii) shall cause Owner, in accordance with the Approved Manager Standard, to make all reasonable efforts to seek lessees for space as it becomes vacant and enter into Leases in accordance with the terms hereof; and (ix) shall not permit Owner to materially modify, alter or amend any Major Space Lease or Property Agreement without Lender’s consent, which consent will not be unreasonably withheld, conditioned or delayed. In all instances that Owner is required to obtain the consent of Beneficiary Mortgage Lender prior to entering into any Lease, Lease amendment, modification or termination, Borrower shall cause Owner to obtain Lender’s consent to such successor in interest. Each lease shall also provide thatproposed Lease, upon request by said successor in interestLease amendment, such lessee shall execute and deliver an instrument modification or instruments confirming such attornmenttermination prior to permitting or causing Owner to submit the proposed Lease, Lease amendment, modification or termination to Mortgage Lender.

Leases. (a) Grantor will not (i) execute an assignment The Mortgagor shall, at its own cost and expense, perform, comply with and discharge all of the rents or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due Mortgagor under such leases, except prepayments in the nature of security all leases and agreements for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value use of the Mortgaged Property and use reasonable efforts to enforce or secure the security hereof. (b) Grantor will not execute any lease performance of all or a substantial portion each obligation and undertaking of the Premises except for actual occupancy by respective tenants under such leases and shall appear in and defend, at its own cost and expense, any action or proceeding arising out of or in any manner connected with the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained Mortgagor’s interest in all any leases of the Premises or portions thereof now or hereafter existing, on Mortgaged Property. The Mortgagor shall permit no surrender nor assignment of any tenant’s interest under said leases unless the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In assign or surrender is expressly reserved under the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) nor receive any payment installment of rent or additional rent for more than one (1) month in advanceadvance of its due date unless otherwise required pursuant to the terms of the applicable lease, except prepayments in nor execute any mortgage or create or permit a lien which may be or become superior to any such leases, nor permit a subordination of any lease to such mortgage or lien. The Mortgagor shall not materially modify or amend the nature terms of security for any such leases, nor borrow against or pledge the performance rentals from such leases, nor exercise or waive any default of the tenant thereunder without the prior consent of the Mortgagee. The Mortgagor agrees to obtain the Mortgagee’s prior written approval before entering into any lease with a term of five (5) years or more. Should the Mortgagor fail to perform, comply with or discharge any material obligations of the Mortgagor under any lease or should the Mortgagee become aware of or be notified by said lessee any tenant under any lease of a material failure on the part of the Mortgagor to so perform, comply with or discharge its obligations under said lease lease, the Mortgagee may, but shall not be obligated to, and without further demand upon or (ii) notice to the Mortgagor, and without waiving or releasing the Mortgagor from any amendment or modification obligation in this Mortgage contained, remedy such failure, and the Mortgagor agrees to repay upon demand all sums incurred by the Mortgagee in remedying any such failure together with interest at the Default Rate. All such sums, together with interest as aforesaid, shall become so much additional Secured Indebtedness, but no such advance shall be deemed to relieve the Mortgagor from any Event of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentDefault hereunder.

Leases. (a) Grantor will Mortgagor shall not (i) execute an assignment or pledge of the rents any Lease relating to all or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value portion of the Mortgaged Property other than in favor of Mortgagee, or (ii) without the security hereofprior written consent of Mortgagee, which consent shall not be unreasonably withheld or delayed, execute or permit to exist any Lease of any of the Mortgaged Property, except for Permitted Exceptions and except as may be otherwise expressly permitted under the Credit Agreement. (b) Grantor will not execute As to any lease of Lease consented to by Mortgagee under subsection 11(a) above, Mortgagor shall: (i) promptly perform in all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, material respects all of the covenants, conditions and agreements contained in all leases provisions of the Premises or portions thereof now or hereafter existing, Lease on the part of the lessor thereunder to be kept and performed and will at performed; (ii) promptly enforce all times do all things reasonably necessary to compel performance by of the material provisions of the Lease on the part of the lessee under each lease of all obligations, covenants and agreements by such lessee thereunder to be performed thereunder. If performed; (iii) appear in and defend any action or proceeding arising under or in any manner connected with the Lease or the obligations of such leases provide for the giving by Mortgagor as lessor or of the lessee of certificates thereunder; (iv) exercise, within 5 business days after a reasonable request by Mortgagee, any right to request from the lessee a certificate with respect to the status of such leases, Grantor shall exercise its right thereof; (v) promptly deliver to request such certificates within five (5) days Mortgagee copies of any demand therefor by Beneficiary and shall notices of default which Mortgagor may at any time forward to or receive from the lessee; (vi) promptly deliver copies thereof to Beneficiary Mortgagee a fully executed counterpart of the Lease; and (vii) promptly deliver to Mortgagee, upon receiptMortgagee's reasonable request, if permitted under such Lease, an assignment of the Mortgagor's interest under such Lease. (c) Mortgagor shall deliver to Mortgagee, within 10 business days after a reasonable request by Mortgagee, a written statement, certified by Mortgagor as being true, correct and complete, containing the names of all lessees and other occupants of the Mortgaged Property, the terms of all Leases and the spaces occupied and rentals payable thereunder, and a list of all Leases which are then in default, including the nature and magnitude of the default; such statement shall be accompanied by such other information as Mortgagee may reasonably request. (d) All Leases entered into by Mortgagor after the date hereof, if any, and all rights of any lessees thereunder shall be subject and subordinate in all respects to the lien and provisions of this Mortgage unless Mortgagee shall otherwise elect in writing. (e) In the event of the enforcement by Trustee or Beneficiary Mortgagee of the remedies provided for hereby or by law, any remedy under this Mortgage the lessee under each of the leases of the Premise willLease shall, upon request of if requested by Mortgagee or any other person succeeding to the interest of Grantor Mortgagee as a result of such enforcement, automatically become the lessee of said and if provided, at such lessee's request, with a nondisturbance agreement from Mortgagee or such person, attorn to Mortgagee or to such person and shall recognize Mortgagee or such successor in interest, interest as lessor under the Lease without change in the terms or other provisions of such lease, provided, thereof; provided however, that said Mortgagee or such successor in interest shall not be bound by be: (i) bound by any payment of an installment of rent or additional rent for which may have been made more than one (1) month in advance, except prepayments in 30 days before the nature due date of security for the performance by said lessee of its obligations under said lease or such installment; (ii) bound by any amendment or modification of to the lease Lease made without the consent of Beneficiary Mortgagee or such successor in interest; (iii) liable for any previous act or omission of Mortgagor (or its predecessors in interest); (iv) responsible for any monies owing by Mortgagor to the credit of such lessee or subject to any credits, offsets, claims, counterclaims, demands or defenses which the lessee may have against Mortgagor (or its predecessors in interest); (v) bound by any covenant to undertake or complete any construction of the Premises or any portion thereof; or (vi) obligated to make any payment to such lessee other than any security deposit actually delivered to Mortgagee or such successor in interest. Each lease shall also provide thatlessee or other occupant, upon request by said Mortgagee or such successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment. In addition, Mortgagor agrees that each Lease entered into after the date of this Mortgage shall include language to the effect of subsections (d) and (e) of this Mortgage Section and language to the effect that if any act or omission of Mortgagor would give any lessee under such Lease the right, immediately or after lapse of a period of time, to cancel or terminate such Lease, or to abatx xx offset against the payment of rent or to claim a partial or total eviction, such lessee shall not exercise such right until it has given written notice of such act or omission to Mortgagee and until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice without a remedy being effected; provided that the provisions of such subsections shall be self-operative and any failure of any Lease to include such language shall not impair the binding effect of such provisions on any lessee under such Lease.

Leases. (a) Grantor will Prior to the Approval Date, Sellers shall not (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to accept the cancellation or surrender of any lease existing Leases without the prior consent of Purchaser unless Sellers enter into a new Lease for the space demised under such terminated Lease which new Lease provides for an annual base rent in excess of the Premises annual base rent payable under the terminated Lease. In the event that Sellers terminate or accept the surrender of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect Lease without Purchaser's prior written consent pursuant to the status of such leasesforegoing, Grantor Sellers shall exercise its right deliver copies thereof to request such certificates Purchaser within five (5) business days after execution thereof. Notwithstanding the foregoing, any termination of the Payless Shoes Lease at Plaza Rio Hondo shall be subject to Section 3.6.5. Prior to the Approval Date, Sellers shall have the right to execute new leases in accordance with Sellers' past practices without the prior consent of Purchaser; provided that (a) the base or minimum rent payable for the space demised under such new Lease is not less than eighty percent (80%) of the base or minimum rent set forth on Exhibit 5.4 for such space, (b) the tenant thereunder is Credit-Worthy, (c) such Lease will not cause the violation of any demand therefor by Beneficiary exclusive use rights granted under, or prohibited use clause in, any other Lease at the Property, (d) the term (including renewal options) thereof shall not exceed ten (10) years in the case of any outparcel space Lease and five (5) years in the case of any other Lease, unless (i) in the case of any outparcel space Lease, the base rent as of the tenth (10th) anniversary of the rent commencement date (and as of each tenth (10th)anniversary thereafter, if applicable) is at least twenty percent (20%) more than the base rent payable at the beginning of the immediately preceding ten (10) year period or (ii) in the case of any other Lease, the base rent as of the fifth (5th)anniversary of the rent commencement date (and as of each fifth (5th) anniversary thereafter, if applicable) is at least twenty percent (20%) more than the base rent payable at the beginning of the immediately preceding five (5) year period; (e) such new Lease provides that the tenant thereunder will pay its proportionate share of common area maintenance charges, real estate taxes and insurance charges for the Project in which such tenant is leasing space, (f) such new Lease does not require the landlord thereunder to perform any tenant improvements (other than completion of the building in which the leased premises are located) or provide any tenant improvement allowance, (g) to the extent that a Seller is required to obtain the consent of the Lender or Servicer to such new Lease under the Loan Documents, such consent has been obtained, and (h) Sellers shall deliver copies thereof to Beneficiary promptly upon receipt. Purchaser within five (c5) business days after execution thereof. Prior to the Approval Date, Sellers also have the right to renew or amend any existing Leases in accordance with Sellers' past practices without the prior consent of Purchaser; provided that (w) any such amendment does not reduce the term of such Lease, (x) the base or minimum rent payable thereunder is not less than the base or minimum rent payable by such tenant prior to such renewal or amendment (unless such tenant has the right to renew its Lease pursuant to the express terms of its Lease), (y) the renewal term thereof shall not exceed ten (10) years in the case of any outparcel space and five (5)years in the case of any other Lease (unless such Lease provides for a longer renewal term as of the date hereof), unless the base rent payable as of the commencement of each renewal term in excess of five (5) or ten (10) years increases by not less than twenty percent (20%) over the base rent payable as of the commencement of the immediately preceding term; and (z)Sellers shall deliver copies thereof to Purchaser within five (5) business days after execution thereof. Except as specifically provided in this Section 5.4, prior to the Approval Date, Sellers shall not execute any new Lease or renew, amend or terminate any existing Leases (unless a Seller is required to renew, amend PURCHASE AND SALE AGREEMENT CRV PROPERTY or terminate an existing Lease pursuant to the terms thereof) without the prior written consent of Purchaser, not to be unreasonably withheld or delayed. From and after the Approval Date, Sellers shall not execute any new Lease or renew, amend or terminate any existing Leases (unless a Seller is required to renew, amend or terminate an existing Lease pursuant to the terms thereof) without the prior written consent of Purchaser, not to be unreasonably withheld or delayed. In the event that Purchaser's consent is required to any of the enforcement by Trustee or Beneficiary of the remedies provided foregoing, Purchaser will be deemed to have approved any such action if Purchaser fails to respond to any request for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result consent within five (5) business days after receipt of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent request for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentconsent.

Leases. (a) Except as may be permitted in the Credit Agreement, Grantor will shall not (i) execute an assignment of the rents lease any portion, or any part thereof from interest in, the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereofSubject Property. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary Grantee of the remedies provided for hereby or by lawany remedy under this Deed, the lessee under each of the leases of the Premise willany Lease shall, upon request of if requested by Grantee or any other person succeeding to the interest of Grantor Grantee as a result of such enforcement, automatically become the lessee of said attorn to Grantee or to such person and shall recognize Grantee or such successor in interest, interest as lessor under the Lease without change in the terms or other provisions of such lease, provided, thereof; provided however, that said Grantee or such successor in interest shall not be bound by be: (i) bound by any payment of an installment of rent or additional rent for which may have been made more than one (1) month in advance, except prepayments in 30 days before the nature due date of security for the performance by said lessee of its obligations under said lease or such installment; (ii) bound by any material amendment or modification of to the lease Lease made without the consent of Beneficiary Grantee or such successor in interest; (iii) liable for any previous act or omission of Grantor (or its predecessors in interest); (iv) responsible for any monies owing by Grantor to the credit of such lessee or subject to any credits, offsets, claims, counterclaims, demands or defenses which the lessee may have against Grantor (or its predecessors in interest); (v) bound by any covenant to undertake or complete any construction of the Premises or any portion thereof unless set forth in the Lease or any amendment approved by Grantee; or (vi) obligated to make any payment to such lessee other than any security deposit actually delivered to Grantee or such successor in interest. Each lease shall also provide thatlessee or other occupant, upon request by said Grantee or such successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment. In addition, Grantor agrees that each Lease entered into after the date of this Deed shall include language to the effect of subsections (d)-(g) of this Section; provided that the provisions of such subsections shall be self-operative and any failure of any Lease to include such language shall not impair the binding effect of such provisions on any lessee under such Lease.

Leases. (a) Grantor will Except as expressly permitted in the Loan Agreement, Mortgagor shall not (i) execute an assignment enter into any Lease with respect to all or any portion of the rents or any part thereof from Property without the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or written consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereofMortgagee. (b) Grantor will Mortgagee shall not execute be obligated to perform or discharge any lease obligation of all Mortgagor under any Lease. The assignment of Leases provided for in this Mortgage in no manner places on Mortgagee any responsibility for (i) the control, care, management or a substantial portion repair of the Premises except for actual occupancy by Property, (ii) the lessee thereunder or its property managercarrying out of any of the terms and conditions of the Leases, and will at all times promptly and faithfully perform(iii) any waste committed on the Property, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises (iv) any dangerous or portions thereof now or hereafter existing, defective condition on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five Property (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receiptwhether known or unknown). (c) In No approval of any Lease by Mortgagee shall be for any purpose other than to protect Mortgagee’s security and to preserve Mortgagee’s rights under the Loan Documents, and no such approval shall result in a waiver of a Default or Event of Default. (d) If the Property, or any part thereof, are located within the State of New York then reference is hereby made to Section 291-f of the Real Property Law of the State of New York for purposes of obtaining for the Mortgagee the benefit of said Section in connection with this Mortgage. (e) Except as otherwise approved by Mortgagee or accepted by Mortgagee in connection with the closing of the Loan, to the extent not so provided by applicable law, each of the Leases of the Real Property, or of any part thereof (or a subordination, non-disturbance and attornment agreement entered into by the applicable tenant with Mortgagee in connection with the execution thereof), shall provide that, in the event of the enforcement by Trustee or Beneficiary the Mortgagee of the remedies provided for hereby by law or by lawthis Mortgage, the lessee under each of the leases of the Premise thereunder will, upon request and at the option of any person succeeding to the interest of Grantor Mortgagor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease Lease, but only to the extent such successor in interest actually receives such prepayments in the nature of security, or (ii) any material amendment or modification of the lease Lease made without the consent of Beneficiary the Mortgagee or such successor in interest. Each lease Lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.

Leases. (a) Grantor will The Company and/or its Subsidiaries (as applicable) is the sole legal and beneficial tenant and holder of a true leasehold interest in respect of the Leased Real Property identified in Schedule 2.11(d) of the Company Disclosure Schedules free and clear of all liens (other than Permitted Encumbrances and those that in the aggregate would not have a Company Material Adverse Effect). (b) With respect to each Real Property Lease except as identified in Schedule 2.11(d) of the Company Disclosure Schedules: (i) execute an assignment each Real Property Lease is a valid and binding obligation of the rents or any part thereof from the Premises without Beneficiary's prior consentCompany and/or its Subsidiaries (as applicable), enforceable in accordance with its terms; (ii) except where neither the lessee Company nor its Subsidiaries (as applicable) nor any other party to any Real Property Lease is in default thereunder, terminate or consent except to the cancellation or surrender of any lease of extent such default would not constitute a Company [***] Certain information in this agreement has been omitted and filed separately with the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, Securities and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunderExchange Commission. If any of such leases provide for the giving by the lessee of certificates Confidential treatment has been requested with respect to the status omitted portions. Material Adverse Effect, and the Company has not received notice of such leasesany event which constitutes, Grantor shall exercise or with the lapse of time or the giving of notice or both would constitute a default by the Company or any of its Subsidiaries; (iii) the Company has delivered or made available to the Buyer a correct and complete copy of each Real Property Lease; (iv) the Company and/or its Subsidiaries (as applicable) has not collaterally assigned or granted any other security interest in any of the Real Property Leases or any interest therein; (v) The Company and/or its Subsidiaries (as applicable) has not subleased, licensed or otherwise granted to any Person the right to request such certificates within five (5) days of use or occupy any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.Leased Real Property; (cvi) In The Leased Real Property is sufficient for the event operation of the enforcement by Trustee or Beneficiary Business of the remedies provided for hereby or by law, the lessee under each Company as conducted as of the leases date hereof by the Company and or its Subsidiaries (as applicable); and (vii) no third party is entitled to claim a lien or priority against any of the Premise willLeased Real Properties due to non-payment by the Company or any of its Subsidiaries for work and services performed or materials supplied, upon request of any person succeeding placed or furnished on, in or to the interest Leased Real Property on behalf of Grantor as a result the Company or any of such enforcementits Subsidiaries, automatically become except to the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall extent same would not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmenta Company Material Adverse Effect.

Leases. (a) Grantor will Mortgagor shall not (i) execute an assignment or pledge of the rents any Lease relating to all or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value portion of the Mortgaged Property other than in favor of Mortgagee, or (ii) without the security hereofprior written consent of Mortgagee, which consent shall not be unreasonably withheld or delayed, execute or permit to exist any Lease of any of the Mortgaged Property, except for Permitted Exceptions and except as may be otherwise expressly permitted under the Credit Agreement. (b) Grantor will not execute As to any lease of Lease consented to by Mortgagee under subsection 11(a) above, Mortgagor shall: (i) promptly perform in all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, material respects all of the covenants, conditions and agreements contained in all leases provisions of the Premises or portions thereof now or hereafter existing, Lease on the part of the lessor thereunder to be kept and performed and will at performed; (ii) promptly enforce all times do all things reasonably necessary to compel performance by of the material provisions of the Lease on the part of the lessee under each lease of all obligations, covenants and agreements by such lessee thereunder to be performed thereunder. If performed; (iii) appear in and defend any action or proceeding arising under or in any manner connected with the Lease or the obligations of such leases provide for the giving by Mortgagor as lessor or of the lessee of certificates thereunder; (iv) exercise, within 5 business days after a reasonable request by Mortgagee, any right to request from the lessee a certificate with respect to the status of such leases, Grantor shall exercise its right thereof, (v) promptly deliver to request such certificates within five (5) days Mortgagee copies of any demand therefor by Beneficiary and shall notices of default which Mortgagor may at any time forward to or receive from the lessee; (vi) promptly deliver copies thereof to Beneficiary Mortgagee a fully executed counterpart of the Lease; and (vii) promptly deliver to Mortgagee, upon receiptMortgagee's reasonable request, if permitted under such Lease, an assignment of the Mortgagor's interest under such Lease. (c) Mortgagor shall deliver to Mortgagee, within 10 business days after a reasonable request by Mortgagee, a written statement, certified by Mortgagor as being true, correct and complete, containing the names of all lessees and other occupants of the Mortgaged Property the terms of all Leases and the spaces occupied and rentals payable thereunder, and a list of all Leases which are then in default, including the nature and magnitude of the default; such statement shall be accompanied by such other information as Mortgagee may reasonably request. (d) All Leases entered into by Mortgagor after the date hereof, if any, and all rights of any lessees thereunder shall be subject and subordinate in all respects to the lien and provisions of this Mortgage unless Mortgagee shall otherwise elect in writing. (e) In the event of the enforcement by Trustee or Beneficiary Mortgagee of the remedies provided for hereby or by lawany remedy under this Mortgage, the lessee under each of the leases of the Premise willLease shall, upon request of if requested by Mortgagee or any other person succeeding to the interest of Grantor Mortgagee as a result of such enforcement, automatically become the lessee of said and if provided, at such lessee's request, with a nondisturbance agreement from Mortgagee or such person, attorn to Mortgagee or to such person and shall recognize Mortgagee or such successor in interest, interest as lessor under the Lease without change in the terms or other provisions of such lease, provided, thereof; provided however, that said Mortgagee or such successor in interest shall not be bound by be: (i) bound by any payment of an installment of rent or additional rent for which may have been made more than one (1) month in advance, except prepayments in 30 days before the nature due date of security for the performance by said lessee of its obligations under said lease or such installment; (ii) bound by any amendment or modification of to the lease Lease made without the consent of Beneficiary Mortgagee or such successor in interest; (iii) liable for any previous act or omission of Mortgagor (or its predecessors in interest); (iv) responsible for any monies owing by Mortgagor to the credit of such lessee or subject to any credits, offsets, claims, counterclaims, demands or defenses which the lessee may have against Mortgagor (or its predecessors in interest); (v) bound by any covenant to undertake or complete any construction of the Premises or any portion thereof; or (vi) obligated to make any payment to such lessee other than any security deposit actually delivered to Mortgagee or such successor in interest. Each lease shall also provide thatlessee or other occupant, upon request by said Mortgagee or such successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment. In addition, Mortgagor agrees that each Lease entered into after the date of this Mortgage shall include language to the effect of subsections (d)-(e) of this Section and language to the effect that if any act or omission of Mortgagor would give any lessee under such Lease the right, immediately or after lapse of a period of time, to cancel or terminate such Lease, or to abatx xx offset against the payment of rent or to claim a partial or total eviction, such lessee shall not exercise such right until it has given written notice of such act or omission to Mortgagee and until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice without a remedy being effected; provided that the provisions of such subsections shall be self-operative and any failure of any Lease to include such language shall not impair the binding effect of such provisions on any lessee under such Lease.

Leases. (a) Grantor will not All Leases (other than the Operating Leases) and all renewals of Leases (other than the Operating Leases) executed after the date hereof shall (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consentprovide for economic terms, including rental rates, comparable to existing local market rates for similar properties, (ii) except where the lessee be on commercially reasonable terms, (iii) provide that such Lease is in default thereunder, terminate or consent subordinate to the cancellation or surrender Mortgage, the Assignment of Leases and the Security Agreement encumbering the applicable Property and that the Tenant thereunder will attorn to Lender and any purchaser at a foreclosure sale; (iv) be to Tenants that are creditworthy, (v) not be to an Affiliate of any lease Borrower or any Guarantor, and (vi) not contain any option to purchase, any right of first refusal to purchase, any requirement for a non-disturbance or recognition agreement, or any other terms which would materially adversely affect Lender’s rights under the Loan Documents. All Major Leases and all renewals, amendments, modifications and terminations thereof executed after the date hereof Pool 1 shall be subject to Lender’s prior approval, which approval shall not, so long as no Event of Default is continuing, be unreasonably withheld or delayed. (b) Borrowers shall, or shall cause Operating Lessee to, (i) observe and perform the obligations imposed upon the landlord under the Leases in a commercially reasonable manner and in all material respects; (ii) promptly send copies to Lender of all notices of default which any Borrower or Operating Lessee shall send or receive under any Major Lease; (iii) enforce the terms, covenants and conditions contained in the Leases upon the part of the Premises or of any part thereof, now existing or hereafter Tenants thereunder to be made, having an unexpired term of one (1) year observed or more, performed in a commercially reasonable manner and in all material respects; provided, however, that neither any lease may be cancelled if promptly after the cancellation Borrower nor Operating Lessee shall terminate or accept a surrender thereof of a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, Major Lease without Lender’s prior written approval; (iv) accept prepayments of more than one month of not collect any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for Rents more than one (1) month in advance, except prepayments advance (other than security deposits); (v) not execute any assignment of the landlord’s interest in the nature Leases or the Rents (except as contemplated by the Loan Documents); and (vi) not alter, modify or change any Major Lease so as to change the amount of or payment date for rent, change the expiration date, grant any option for additional space or term, materially reduce the obligations of the Tenant or increase the obligations of the landlord. Upon request, Borrowers shall furnish Lender with executed copies of all Leases. Borrowers or Operating Lessee shall have the right, without the consent or approval of Lender in any instance, to terminate, modify, amend, restate or accept a surrender of any Lease that is not a Major Lease. (c) All security for deposits of Tenants, whether held in cash or any other form, shall not be commingled with any other funds of Borrowers or Operating Lessee and, if cash, shall be deposited by Borrowers or Operating Lessee at a separately designated account under the performance control of the applicable Borrower or Operating Lessee at the Clearing Bank. After the occurrence of a Sweep Event, Borrowers shall, upon Lender’s request, if permitted by said lessee applicable Legal Requirements, cause all such security deposits (and any interest theretofore earned thereon) to be transferred into the Deposit Account, which shall then be held by the Deposit Bank in a separate Account subject to the terms of its obligations under said lease the Leases. Any letter of credit, bond or other instrument that any Borrower or Operating Lessee holds in lieu of a cash security deposit (i) shall be maintained in full force and effect in the full amount of such deposit unless replaced by a cash deposit as herein above described, (ii) shall be issued by an institution reasonably satisfactory to Lender, (iii) shall name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully transferable to Lender without payment by Lender of any amendment fee or modification charge), (iv) shall be delivered to and held by Lender upon Lender’s request, and (v) shall in all respects comply with any applicable Legal Requirements and otherwise be satisfactory to Lender. Borrowers shall, upon request, provide Lender with evidence satisfactory to Lender of Borrowers’ and/or Operating Lessee’s compliance with the foregoing. (d) Notwithstanding anything to the contrary contained herein, without the prior written consent of Lender, which consent may be withheld in Lender’s sole discretion, no Borrower shall (i) surrender, terminate or cancel the Operating Lease to which it is a party; (ii) reduce or consent to the reduction of the lease made term of the Operating Lease to which it is a party; (iii) increase or consent to the increase of the amount of any charges under the Operating Lease to which it is a party; (iv) modify, change, supplement, alter, replace or amend the Operating Pool 1 Lease to which it is a party or waive or release any of such Borrower’s rights and remedies under the Operating Lease, including, without limitation, any material defaults; or (v) grant its consent or approval as may be requested or required in connection with the terms and provisions of the Operating Lease to which it is a party with respect to any matter that would require the consent of Beneficiary Lender pursuant to the Loan Documents. Notwithstanding the foregoing, Lender shall not unreasonably withhold its consent to a Borrower renewing any Operating Lease upon the expiration thereof or to a Borrower entering into a new Operating Lease with Operating Lessee upon the expiration of the current Operating Lease. As conditions precedent to a Borrower renewing any Operating Lease or entering into a new Operating Lease after the date hereof, in addition to obtaining Lender’s consent to the terms thereof as required above, (A) such successor in interest. Each lease Borrower shall also provide thatwritten notice to Lender of such renewed or new Operating Lease not less than thirty (30) days prior to the date on which such renewed or new Operating Lease shall be effective, upon request by said successor in interestwhich notice shall include a copy of the proposed renewed or new Operating Lease blacklined to the Operating Lease being replaced, (B) such lessee Borrower and Operating Lessee shall execute and deliver an instrument to Lender (and record in the appropriate real estate records if required by Lender) a subordination and attornment agreement in the same form as the Subordination Agreement executed in connection with the Operating Lease being replaced, (C) such Borrower and Operating Lessee shall execute and deliver to Lender (and record in the appropriate real estate records if required by Lender) such amendments of the Loan Documents to which they are respectively a party as may be reasonably required by Lender to evidence, preserve and/or protect the collateral securing or instruments confirming intended to secure the Obligations, and (D) such attornmentBorrower and/or Operating Lessee shall deliver to Lender evidence reasonably acceptable to Lender that the Franchise Agreement and the Management Agreement relating to such Borrower’s Property and all other licenses and permits required to operate such Borrower’s Property as a hotel are and shall remain in full force and effect.

Leases. (a) Grantor will not (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consentNo Borrower shall enter into, (ii) except where the lessee is in default thereunderModify, terminate or terminate, consent to the cancellation assignment or surrender of, or grant a waiver of any lease provision or right of Borrower under any Lease or related Lease guaranty (any of the Premises or foregoing, a “Leasing Action”) except in accordance with the terms and provisions of this Section 5.10. Notwithstanding the foregoing, any part thereof, now existing or hereafter Borrower may take any Leasing Action with respect to be made, having an unexpired term of one (1) year or more, a Lease that is not a Material Lease without Agent’s 49289660 prior consent; provided, however, that any lease may be cancelled if promptly all such Leases and all Modifications and renewals of such Leases executed after the cancellation or surrender thereof a new lease date hereof shall (i) be on commercially reasonable terms, (ii) provide that such Lease is entered into with a new lessee having a credit standing at least equivalent subordinate to that the lien of the lessee whose lease was cancelled, on substantially Mortgage and that the same terms as the terminated or cancelled leaseLessee will attorn to Agent and any purchaser at a foreclosure sale, (iii) modify not be to an Affiliate of any such lease so as to shorten the unexpired term thereof or so as to decreaseBorrower, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, and (iv) accept prepayments not contain any option to purchase, any right of more than one month of first refusal to purchase, or any installments of rents right to become due under such leases, terminate (except prepayments in the nature of security for the performance event of the lessees thereunder, (v) modify, release destruction or terminate any guaranties condemnation of any such lease or (vi) in any other manner impair the value substantially all of the Mortgaged Property or for failure to deliver the security hereofpromises or other landlord defaults) on the part of the Lessee. Each guaranty of each such Lease shall provide that such guaranty shall remain in full force and effect, and that guarantor thereunder shall perform for the benefit of Agent or such purchaser, upon attornment by the Lessee. Additionally, no Borrower shall enter into, extend, renew or Modify (including, without limitation, any subletting or assignment thereunder not contemplated by the express terms of such Lease) any Material Lease without the prior written consent of Agent; provided that Agent shall not unreasonably withhold, condition or delay its consent to any Material Lease or Modification thereto so long as no Event of Default is continuing. Borrowers shall be permitted to relocate Lessees within the Improvements, provided that the Leases entered into by such Lessees otherwise comply with the provisions of this Section 5.10. Borrowers shall be permitted to terminate without Agent’s prior consent (i) any Lease that is not a Material Lease and (ii) any Material Lease in connection with a monetary or material non-monetary default (after giving effect to any all applicable cure and grace periods) by the Lessee thereunder, as long as in each case, such termination would not result in any Borrower’s default under the subject Lease. With respect to any Material Leases that do not already provide for the Lessee to subordinate to the Mortgage, Agent may, in its sole discretion, require a subordination non-disturbance and attornment agreement in form and substance reasonably satisfactory to Agent. If requested by Borrowers, Xxxxx agrees to enter into a subordination non-disturbance and attornment agreement, on Agent’s standard form together with customary modifications requested by the Lessee, with respect to any Material Lease. (b) Grantor will Any Leasing Action that requires Agent’s consent shall be delivered to Agent for approval not execute any lease less than ten (10) Business Days prior to the effective date of such Leasing Action, together with all or other materials reasonably necessary in order to evaluate such Leasing Action. Each such request for approval and consent shall contain a substantial portion legend in capitalized bold letters on the top of the Premises except for actual occupancy by cover page stating: “THIS IS A REQUEST FOR CONSENT TO A LEASING ACTION. AGENT’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS. AGENT’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN AGENT’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED.” In the lessee thereunder event that Agent fails to grant or withhold its property manager, approval and will at all times promptly consent to such Leasing Action within such ten (10) Business Day period and faithfully perform, or cause to be performed, all of Borrowers give a duplicate notice upon the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any expiration of such leases provide for ten (10) Business Day period in similar fashion providing that the giving by the lessee of certificates with respect failure to the status of such leases, Grantor shall exercise its right to request such certificates respond within five (5) days Business Days of receipt of such second notice shall constitute deemed approval and Agent shall fail to respond to such notices, then Agent’s approval and consent shall be deemed to have been granted; provided, however that for so long as the “Agent” under this Agreement is Deutsche Bank or one of its Affiliates, there shall be no deemed consent under this Section 5.10(b), and any demand therefor by Beneficiary and Leasing Action that requires Agent’s consent under this Agreement shall deliver copies thereof to Beneficiary promptly upon receipt. (c) require the actual consent of Deutsche Bank or its applicable Affiliate. In the event case of a withholding of consent, Agent shall state the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentgrounds therefor.

Leases. (a) Grantor will not All Leases and all renewals of Leases executed after the date hereof shall (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consentprovide for economic terms, including rental rates, comparable to existing local market rates for similar properties, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled leasecommercially reasonable terms, (iii) modify any such lease so as to shorten the unexpired have a term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereundernot more than three (3) years (unless Lender approves otherwise), (iv) accept prepayments with respect to Major Leases only, provide that such Lease is subordinate to the Mortgage and the Assignment of more than one month of Leases and that the Tenant thereunder will attorn to Lender and any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunderpurchaser at a foreclosure sale, (v) modifybe to Tenants that satisfy reasonable and appropriate credit requirements, release or terminate any guaranties of any such lease or (vi) be written substantially in accordance with the standard form of Lease which shall have been approved by Lender (subject to any commercially reasonable changes made in the course of negotiations with the applicable Tenant), (vii) not be to an Affiliate of Borrower, Guarantors or Manager except for up to 2 pad sites at each of the Properties, which are leased to on-site personnel of Borrower or Manager, (viii) not contain any option to purchase, any right of first refusal to purchase, any right to terminate (except in the event of the destruction or condemnation of substantially all of a Property or as may be agreed in the ordinary course of business of Borrower, as is commercially reasonable for properties similar to such Property), any requirement for a non-disturbance or recognition agreement, or any other manner impair terms which would materially adversely affect Lender’s rights under the value Loan Documents. Further, all Major Leases and all renewals, amendments and modifications of such Major Leases and waivers thereunder executed after the Mortgaged Property date hereof shall be subject to Lender’s prior approval, which approval shall not be unreasonably withheld, conditioned or the security hereofdelayed. (b) Grantor will not execute any lease of all or Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a substantial portion of commercially reasonable manner; (ii) shall enforce the Premises except for actual occupancy by the lessee thereunder or its property managerterms, covenants and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on Leases upon the part of the lessor Tenants thereunder to be kept and observed or performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as in a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, commercially reasonable manner; provided, however, that said successor in interest Borrower shall not terminate or accept a surrender of a Major Lease without Lender’s prior approval, which approval shall not be bound by unreasonably withheld, conditioned or delayed; (iiii) shall not collect any payment of rent or additional rent for the Rents more than one (1) month in advance, except prepayments advance (other than security deposits); (iv) shall not execute any assignment of lessor’s interest in the nature Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change any Major Lease so as to change the amount of or payment date for rent, change the expiration date, grant any option for additional space or term, materially reduce the obligations of the Tenant or increase the obligations of the lessor; and (vi) shall promptly furnish to Lender any notice of default or termination received by Borrower from any Tenant under a Major Lease. Upon request, Borrower shall promptly furnish Lender with executed copies of all Leases and a statement of all Tenant security or other deposits. (c) All security deposits of Tenants, whether held in cash or any other form, shall be held in accordance with Legal Requirements and, upon request of Lender, Borrower shall identify the total amount of security for deposits of Tenants that Borrower is then holding. During the performance continuance of a Cash Management Period, Borrower shall, upon Lender’s request, if permitted by said lessee applicable Legal Requirements, cause all such security deposits (and any interest theretofore earned thereon) to be transferred into the Cash Management Account (which shall then be held by Cash Management Bank in a separate Account), which shall be held by Cash Management Bank subject to the terms of its obligations the Leases. Any bond or other instrument which Borrower is permitted to hold in lieu of cash security deposits under said lease or any applicable Legal Requirements (i) shall be maintained in full force and effect in the full amount of such deposits unless replaced by cash deposits as hereinabove described, (ii) shall be issued by an institution reasonably satisfactory to Lender, (iii) shall, if permitted pursuant to any amendment Legal Requirements, name Lender as payee or modification mortgagee thereunder (or at Lender’s option, be fully assignable to Lender), and (iv) shall in all respects comply with any applicable Legal Requirements and otherwise be satisfactory to Lender. Borrower shall, upon request, provide Lender with evidence reasonably satisfactory to Lender of Borrower’s compliance with the lease made foregoing. (d) Borrower shall not permit or consent to any assignment or sublease of any Major Lease without Lender’s prior approval (other than any assignment or sublease expressly permitted under a Major Lease pursuant to a unilateral right of Tenant thereunder not requiring the consent of Beneficiary Borrower.) (e) Borrower shall, or shall cause its Affiliate or Manager to ensure that a tenant is obligated to pay rent for each home site on which manufactured or mobile homes are located at the Properties that have been leased or sold by an Affiliate or Borrower or Manager to such successor Tenant, except during any free rent period included in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentLease.

Leases. The Company Disclosure Schedules list all leases and other agreements under which either the Company or the Subsidiary is lessee or lessor of any material Asset (a) Grantor will not (i) execute an assignment including Real Property), or holds, manages or operates any material Asset owned by any third party, or under which any material Asset owned by the Company is held, operated or managed by a third party. Either the Company or the Subsidiary is the owner and holder of all the leasehold estates purported to be granted by the leases and other agreements listed on the Company Disclosure Schedules and is the owner of all material equipment, material machinery and other material Assets thereon or in buildings and structures thereon, in each case free and clear of all Encumbrances other than Permitted Encumbrances. Each such lease and other agreement is in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the Company or the Subsidiary and, to the Knowledge of the rents Company, the other parties thereto, except as the enforceability thereof may be limited by general principles of equity and applicable bankruptcy, insolvency, reorganization or any part similar laws generally and grants the leasehold estate it purports to grant, free and clear of all Encumbrances other than Permitted Encumbrances. To the Knowledge of the Company, all necessary governmental approvals with respect thereto have been obtained, all necessary filings or registrations therefor have been made, and there have been no threatened cancellations thereof from and there are no outstanding disputes thereunder which would reasonably be expected to result in a Material Adverse Effect. Either the Premises without Beneficiary's prior consentCompany or the Subsidiary has performed all obligations thereunder required to be performed by it to date, (ii) except where a failure to perform would not result in a Material Adverse Effect. Neither the lessee Company, the Subsidiary nor, to the Knowledge of the Company, any other party thereto is in default thereunder, terminate or consent to the cancellation or surrender in respect of any lease of the Premises foregoing, and there has not occurred any event which (whether with or without notice, lapse of time or the happening or occurrence of any part thereofother event) would constitute such a default, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof except in either case as would not result in a new lease is entered into with a new lessee having a credit standing at least equivalent to that Material Adverse Effect. All of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount material Assets of the rents payable thereunder or materially expand Company and the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents Subsidiary subject to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leasesare in good operating condition, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary normal wear and shall deliver copies thereof to Beneficiary promptly upon receipttear excepted. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.

Leases. (a) Grantor will not (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consentTrue, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease correct and complete copies of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise willProperty and any amendments thereto (collectively, upon request the "Leases"), have been delivered to FWRLP. Attached hereto as Exhibit B is a description of all of the Leases and a current rent schedule ("Rent Schedule") covering the Leases, which is true and correct in all material respects. There are no leases or tenancies of any person succeeding space in the Property other than those set forth in Exhibit B or, to the interest of Grantor Contributor's knowledge, any subleases or subtenancies unless otherwise noted therein. Except as a result of such enforcement, automatically become the lessee of said successor otherwise set forth in interest, without change Exhibit B or elsewhere in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by this Agreement: (i) any payment The Leases are in full force and effect and to the best of rent or additional rent for more than one (1) month in advancethe Contributor's knowledge constitute a legal, except prepayments in valid and binding obligation of the nature of security for the performance by said lessee of its obligations under said lease or respective tenants; (ii) no tenant has an option to purchase the Property or any amendment portion thereof; (iii) no renewal or modification expansion options have been granted to the tenants, except as provided in the Leases; (iv) to the best of the lease made without Contributor's knowledge, the consent Contributor is not in default under any of Beneficiary the Leases; (v) the rents set forth on the Rent Schedule are being collected on a current basis and there are no arrearages in excess of one month, except as indicated in Exhibit B hereto, nor has any tenant paid any rent, additional rent or other charge of any nature for a period of more than thirty (30) days in advance; (vi) all work for tenant alterations and other work or materials contracted for by the Contributor and any tenant has been completed by the Contributor, and all work and materials have been fully paid for or will be paid for by Closing except as indicated on Exhibit B; (vii) the Contributor has not sent written notice to any tenant claiming that such successor tenant is in interest. Each lease shall also provide thatdefault, upon request which default remains uncured, and to the best of the Contributor's knowledge, no tenant is in default under its Lease, except as indicated in Exhibit B hereto; (ix) no action or proceeding instituted against the Contributor by said successor any tenant is presently pending in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.any court; and (x) there are no security deposits other than those set forth in Exhibit B.

Leases. (a) Grantor will shall not (i) execute an assignment or pledge of any Lease relating to all or any portion of the rents Trust Property other than in favor of Beneficiary, or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where without the lessee is in default thereunderprior written consent of Beneficiary, terminate which consent shall not be unreasonably withheld or consent delayed, execute or permit to the cancellation or surrender exist any Lease of any lease of the Premises or of any part thereofTrust Property, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease except for Permitted Exceptions and except as may be cancelled if promptly after otherwise expressly permitted under the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereofSenior Secured Credit Agreement. (b) As to any Lease consented to by Beneficiary under subsection 11(a) above, Grantor will not execute any lease of shall: (i) promptly perform in all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, material respects all of the covenants, conditions and agreements contained in all leases provisions of the Premises or portions thereof now or hereafter existing, Lease on the part of the lessor thereunder to be kept performed; (iii) appear in and performed and will at all times do all things reasonably necessary to compel performance by defend any action or proceeding arising under or in any manner connected with the Lease or the obligations of Grantor as lessor or of the lessee under each lease of all obligationsthereunder; (iv) exercise, covenants and agreements within 5 business days after a reasonable request by such lessee Beneficiary, any right to be performed thereunder. If any of such leases provide for the giving by request from the lessee of certificates a certificate with respect to the status of such leases, Grantor shall exercise its right thereof; (v) promptly deliver to request such certificates within five (5) days Beneficiary copies of any demand therefor by Beneficiary and shall notices of default which Grantor may at any time forward to or receive from the lessee; (vi) promptly deliver copies thereof to Beneficiary a fully executed counterpart of the Lease; and (vii) promptly deliver to Beneficiary, upon receiptBeneficiary's reasonable request, if permitted under such Lease, an assignment of the Grantor's interest under such Lease. (c) Grantor shall deliver to Beneficiary, within 10 business days after a reasonable request by Beneficiary, a written statement, certified by Grantor as being true, correct and complete, containing the names of all lessees and other occupants of the Trust Property, the terms of all Leases and the spaces occupied and rentals payable thereunder, and a list of all Leases which are then in default, including the nature and magnitude of the default; such statement shall be accompanied by such other information as Beneficiary may reasonably request. (d) All Leases entered into by Grantor after the date hereof, if any, and all rights of any lessees thereunder shall be subject and subordinate in all respects to the lien and provisions of this Deed of Trust unless Beneficiary shall otherwise elect in writing. (e) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by lawany remedy under this Deed of Trust, the lessee under each of the leases of the Premise willLease shall, upon request of if requested by Beneficiary or any other person succeeding to the interest of Grantor Beneficiary as a result of such enforcement, automatically become the lessee of said and if provided, at such lessee's request, with a nondisturbance agreement from Beneficiary or such person, attorn to Beneficiary or to such person and shall recognize Beneficiary or such successor in interest, interest as lessor under the Lease without change in the terms or other provisions of such lease, provided, thereof; provided however, that said Beneficiary or such successor in interest shall not be bound by be: (i) bound by any payment of an installment of rent or additional rent for which may have been made more than one (1) month in advance, except prepayments in 30 days before the nature due date of security for the performance by said lessee of its obligations under said lease or such installment; (ii) bound by any amendment or modification of to the lease Lease made without the consent of Beneficiary or such successor in interest; (iii) liable for any previous act or omission of Grantor (or its predecessors in interest); (iv) responsible for any monies owing by Grantor to the credit of such lessee or subject to any credits, offsets, claims, counterclaims, demands or defenses which the lessee may have against Grantor (or its predecessors in interest); (v) bound by any covenant to undertake or complete any construction of the Premises or any portion thereof; or (vi) obligated to make any payment to such lessee other than any security deposit actually delivered to Beneficiary or such successor in interest. Each lease shall also provide thatlessee or other occupant, upon request by said Beneficiary or such successor in interest, such lessee shall 266 16 execute and deliver an instrument or instruments confirming such attornment. In addition, Grantor agrees that each Lease entered into after the date of this Deed of Trust shall include language to the effect of subsections (d)-(e) of this Section and language to the effect that if any act or omission of Grantor would give any lessee under such Lease the right, immediately or after lapse of a period of time, to cancel or terminate such Lease, or to abatx xx offset against the payment of rent or to claim a partial or total eviction, such lessee shall not exercise such right until it has given written notice of such act or omission to Beneficiary and until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice without a remedy being effected; provided that the provisions of such subsections shall be self-operative and any failure of any Lease to include such language shall not impair the binding effect of such provisions on any lessee under such Lease.

Leases. (a) Grantor will not Each Loan Party shall provide the Agent with a copy of each lease of real property to which such Loan Party or any Subsidiary of such Loan Party is then a party, whether as lessor or lessee. Each Loan Party shall, and shall cause each of its Subsidiaries to: (i) execute an assignment comply in all material respects with all of their respective obligations under all of their respective Specified Leases now or hereafter held respectively by them with respect to real property, including, without limitation, paying the rents or any part thereof from rent and all other sums and charges mentioned in, and payable under, the Premises without Beneficiary's prior consent, Specified Leases; (ii) except where do all things necessary to preserve and to keep unimpaired its rights under the lessee is Specified Leases; (iii) not waive, excuse or discharge any of the material obligations of any lessor under any of the Specified Leases without the Agent’s prior written consent in each instance and shall diligently and continuously enforce the material obligations of each lessor under the Specified Leases; (iv) not do, permit or suffer any event or omission as a result of which there could occur a default thereunderunder any of the Specified Leases or any event which, with the giving of notice or the passage or time, or both, would constitute a default under any of the Specified Leases which could permit any party to any of the Specified Leases to validly terminate that lease (including, without limitation, a default in any payment obligation); (v) not cancel, terminate, surrender, modify or consent amend or in any way alter or permit the alteration of any provision of any of the Specified Leases or agree to the cancellation any termination, amendment, modification or surrender of any lease of the Premises or Specified Leases without the Agent’s prior written consent in each instance; (vi) promptly furnish to the Agent copies of such information and evidence as the Agent may request concerning each Loan Party’s and any of its Subsidiaries’ due observance, performance and compliance with the terms, covenants and conditions of any part thereofof the Specified Leases; (vii) execute and deliver to the Agent, now existing within five days after request and at such Loan Party’s sole cost and expense, such documents, instruments or hereafter agreements as may be required to be madepermit the Agent to cure any default under any of the Specified Leases; (viii) obtain and deliver to the Agent within 20 days after written demand by the Agent, having an unexpired term estoppel certificate from the lessor under any of one the Specified Leases setting forth (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that name of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of and the lessor thereunder, (iv2) accept prepayments that such Specified Lease is in full force and effect and has not been modified or, if it has been modified, the date of more than one month each modification (together with copies of any installments of rents to become due each such modification), (3) the basic rent payable under such leases, except prepayments in the nature of security for the performance of the lessees thereunderSpecified Lease, (v4) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of date to which all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance rental charges have been paid by the lessee under such Specified Lease, (5) whether a notice of default has been received by the lessor under such Specified Lease which has not been cured, and if such notice has been received, the date it was received and the nature of the default, (6) whether there are any alleged defaults of the lessee under such Specified Lease and, if there are, setting forth the nature thereof in reasonable detail and (7) if the lessee under such Specified Lease shall be in default, the nature of the default; (ix) not assign any Leases or sublet any portion of the premises subject to a Domestic Leasehold Mortgage or assign or sublet any other Lease if such assignment or sublet would have a Material Adverse Effect; (x) provide the Agent with a copy of each lease notice of all obligationsdefault under any Specified Lease, covenants including, without limitation, any notice of lessor’s intention to terminate any Specified Lease or to re–enter and agreements take possession of any real property encumbered by a Specified Lease, received by such lessee to be performed thereunder. If Loan Party or any Subsidiary of such leases provide for Loan Party immediately upon receipt thereof and deliver to the giving Agent a copy of each notice of default sent by such Loan Party or any Subsidiary of such Loan Party under any Specified Lease simultaneously with its delivery of such notice under such Specified Lease; (xi) notify the lessee Agent, not later than 30 days prior to the date of certificates the expiration of the term of any Specified Lease, of the intention of such Loan Party or any Subsidiary of such Loan Party to either renew or to not renew any such Specified Lease, and, if such Loan Party or any Subsidiary of such Loan Party intends to renew such Specified Lease, the terms and conditions of such renewal; (xii) notify the Agent at least 14 days prior to the date such Loan Party or any Subsidiary of such Loan Party takes possession of, or becomes liable under, any new leased premises or Lease, whichever is earlier; (xiii) with respect to the status of such leasesLeases subject to any Domestic Leasehold Mortgage, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In comply with the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such leaseDomestic Leasehold Mortgage with respect to the applicable Leases, providedwhich provisions shall control; and (xiv) to the extent required by the Agent, howeverpromptly execute, that said successor deliver and record a first–priority Domestic Leasehold Mortgage in interest shall not be bound by (i) any payment favor of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security Agent on behalf and for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification ratable benefit of the lease made without Secured Parties should such Loan Party or any Subsidiary of such Loan Party enter into, renew or be a party to a Lease reasonably designated by the consent of Beneficiary Agent as being material to such Loan Party or such successor Loan Party and its Subsidiaries taken as a whole, which Lease shall expressly permit the mortgaging thereof to the Agent, contain non–disturbance provisions satisfactory to the Agent and include such other customary lender protections as may be required by the Agent, together with a title insurance policy in interest. Each lease shall also provide that, upon request an amount reasonably requested by said successor the Agent and a current ALTA survey and surveyor’s certificate in interest, such lessee shall execute form and deliver an instrument or instruments confirming such attornmentsubstance satisfactory to the Agent.

Leases. (a) Grantor will All Leases and all renewals, extensions, amendments, assignments and subleases and modifications (other than assignments or subleases expressly permitted under any Lease pursuant to a unilateral right of the Tenant thereunder not requiring the consent of Borrower) of Leases executed after the date hereof shall (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consentprovide for economic terms, including rental rates, comparable to existing local market rates for similar properties, (ii) except where the lessee be on commercially reasonable terms, (iii) have a term of not less than three (3) years (unless Lender approves in writing a shorter term) and not more than fifteen (15) years, including extensions and renewals (unless Lender approves in writing a longer term), (iv) provide that such Lease is in default thereunder, terminate or consent subordinate to the cancellation Mortgage and the Assignment of Leases and that the Tenant thereunder shall attorn to Lender and any purchaser at a foreclosure sale, (v) be to Tenants that are creditworthy (or surrender of any lease of to Tenant’s whose obligations under the Premises or of any part thereof, now existing or hereafter Lease are guaranteed by a creditworthy entity pursuant to be made, having an unexpired term of one (1) year an absolute, unconditional and irrevocable lease guaranty or more(2) a “good guy” guaranty, which such “good guy” guaranty shall be in a form that is customarily accepted by a prudent landlord for similar properties in midtown Manhattan), (vi) [intentionally omitted], (vii) not be to an Affiliate of Borrower, Guarantor or Affiliated Manager (if any), (viii) [intentionally omitted], (ix) comply with the terms of the Ground Lease, and (x) not contain any option to purchase, any right of first refusal to purchase, any right to terminate (except in the event of the destruction or condemnation of substantially all of the Property), or any other terms which would materially adversely affect Lender’s rights under the Loan Documents. Further, all Major Leases and all renewals, amendments and modifications thereof and waivers thereunder (other than assignments or subleases expressly permitted under any Major Lease pursuant to a unilateral right of the Tenant thereunder not requiring the consent of Borrower) executed after the date hereof shall be subject to Lender’s prior written approval. Lender shall execute and deliver its standard form of subordination, non-disturbance and attornment agreement to Tenants under any future Major Lease approved by Lender promptly upon request, with such commercially reasonable changes as may be requested by such Tenants, and which are reasonably acceptable to Lender. Borrower shall pay Lender’s reasonable out-of-pocket costs and expenses in connection with any such subordination, non-disturbance and attornment agreement, including, without limitation, reasonable legal fees and expenses. (b) Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce the terms, covenants and conditions contained in the Leases upon the part of the Tenants thereunder to be observed or performed in a commercially reasonable manner; provided, however, that Borrower shall not terminate or accept a surrender of a Lease without Lender’s prior written approval (other than (I) specified termination options expressly permitted under any lease may be cancelled if promptly after the cancellation or surrender thereof Lease pursuant to a new lease is entered into with a new lessee having a credit standing at least equivalent to that unilateral right of the lessee whose lease was cancelledTenant thereunder to terminate the applicable Lease as of a specific date certain not requiring the consent of Borrower or (II) a termination of a Lease by Borrower following an event of default (beyond all applicable notice and cure periods) by the applicable Tenant under such Lease, on substantially but only to the same terms as extent that, (1) the terminated or cancelled leaseapplicable Lease expressly grants Borrower the right to terminate such Lease following a Tenant’s default (beyond all applicable notice and cure periods) thereunder, (2) such termination is in accordance with prudent and customary leasing practices under Leases for similar properties in midtown Manhattan, and (3) such termination is not prohibited by the Ground Lease); (iii) shall not collect any of the Rents more than one month in advance (other than security deposits); (iv) shall not execute any assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change any such lease Lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner change the amount of or payment date for rent, change the rents payable thereunder expiration date, grant any option for additional space or term, materially expand reduce the obligations of the Tenant or increase the obligations of the lessor unless expressly permitted pursuant to a unilateral right of Tenant thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or ; and (vi) in shall promptly furnish to Lender any other manner impair the value notice of the Mortgaged Property default or the security hereoftermination received by Borrower from any Tenant, and any notice of default or termination given by Borrower to any Tenant. Borrower further agrees to provide Lender with notice of a Tenant “going dark” under its Lease or a Tenant delivering notice of its intent to “go dark promptly after obtaining knowledge thereof. (b) Grantor will not execute any lease ” Upon request, Borrower shall promptly furnish Lender with executed copies of all or Leases and a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease statement of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receiptTenant security or other deposits. (c) In the event All security deposits of the enforcement by Trustee Tenants, whether held in cash or Beneficiary of the remedies provided for hereby or by lawany other form, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound commingled with any other funds of Borrower and, if cash, shall be deposited by Borrower at a separately designated account under Borrower’s control at the Clearing Bank. After the occurrence of a Cash Sweep Event, Borrower shall, upon Lender’s request, if permitted by applicable Legal Requirements, cause all such security deposits (and any interest theretofore earned thereon) to be transferred into the Cash Management Account (which shall then be held by the Cash Management Bank in a separate Account), which shall be held by the Cash Management Bank and disbursed subject to, and in accordance with, the terms of the Leases. Any bond or other instrument which Borrower is permitted to hold in lieu of cash security deposits under any applicable Legal Requirements (i) any payment of rent or additional rent for more than one (1) month shall be maintained in advance, except prepayments full force and effect in the nature full amount of security for the performance such deposits unless replaced by said lessee of its obligations under said lease or cash deposits as hereinabove described, (ii) shall, if permitted pursuant to any amendment Legal Requirements, name Lender as payee or modification of the lease made without the consent of Beneficiary mortgagee thereunder (or such successor at Lender’s option, be fully assignable to Lender), and (iii) shall in interestall respects comply with any applicable Legal Requirements and otherwise be satisfactory to Lender. Each lease shall also provide thatBorrower shall, upon request, provide Lender with evidence satisfactory to Lender of Borrower’s compliance with the foregoing. (d) Whenever Lender’s approval is required pursuant to the provisions of this Section 4.1.10, Lender shall use good faith efforts to approve or disapprove such matter within ten (10) Business Days after Lender’s receipt of Borrowers’ written request by said successor for such approval (which such request shall include all required information and documentation relating thereto in interestwhich to approve or disapprove such matter). Such request shall contain a legend clearly marked in not less than fourteen (14) point bold face type, underlined, in all capital letters stating “FIRST NOTICE: THIS IS A REQUEST FOR APPROVAL UNDER THE LOAN BY LADDER CAPITAL FINANCE I LLC, FOR ITSELF TO THE EXTENT OF ITS INTEREST AND ON BEHALF OF SERIES TRS OF LADDER CAPITAL FINANCE I LLC, AND SERIES TRS OF LADDER CAPITAL FINANCE I LLC, SECURED BY THE LEASEHOLD INTEREST IN 0000 XXXXXX XX XXX XXXXXXXX. FAILURE TO RESPOND TO THIS REQUEST WITHIN TEN (10) BUSINESS DAYS MAY RESULT IN THE REQUEST BEING DEEMED APPROVED”. If Lender fails to approve or disapprove such lessee request within ten (10) Business Days, and Borrower sends a second request containing a legend clearly marked in not less than fourteen (14) point bold face type, underlined, in all capital letters stating “SECOND AND FINAL NOTICE: THIS IS A REQUEST FOR APPROVAL UNDER THE LOAN BY LADDER CAPITAL FINANCE I LLC, FOR ITSELF TO THE EXTENT OF ITS INTEREST AND ON BEHALF OF SERIES TRS OF LADDER CAPITAL FINANCE I LLC, AND SERIES TRS OF LADDER CAPITAL FINANCE I LLC, SECURED BY THE LEASEHOLD INTEREST IN 0000 XXXXXX XX XXX XXXXXXXX. IF YOU FAIL TO PROVIDE A SUBSTANTIVE RESPONSE (E.G., APPROVAL, DENIAL OR REQUEST FOR CLARIFICATION OR MORE INFORMATION) TO THIS REQUEST FOR APPROVAL IN WRITING WITHIN FIVE (5) BUSINESS DAYS, YOUR APPROVAL SHALL BE DEEMED GRANTED”, Lender shall execute and deliver an instrument or instruments confirming be deemed to have approved such attornmentmatter if Lender fails to respond to such second written request before the expiration of such five (5) Business Day period.

Leases. (a) Grantor will not (i) execute an assignment of the rents or any part All Leases and all renewals, modifications and amendments thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly executed after the cancellation date hereof shall be subject to Lender’s prior approval, which approval shall not be unreasonably withheld or surrender thereof a new lease delayed. At any time that Lender’s consent or approval is entered into required under this Section 4.1.9 with a new lessee having a credit standing at least equivalent respect to that of any Lease, Lender’s approval shall be deemed granted if the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereofDeemed Approval Requirements have been satisfied with respect thereto. (b) Grantor will not execute any lease Borrower and Op Co Pledgor shall cause each of all or a substantial portion of Borrower and Operating Lessee, as applicable, to (i) perform the Premises except material obligations which it is required to perform under the Leases; (ii) enforce, in accordance with commercially reasonable practices for actual occupancy by properties similar to the lessee thereunder or its property managerProperty, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee obligations to be performed thereunder. If any of such leases provide for the giving by the lessee Tenants thereunder; (iii) promptly furnish to Lender any notice of certificates with respect default or termination received by it from any Tenant, and any notice of default or termination given by it to the status of such leases, Grantor shall exercise its right to request such certificates within five any Tenant; (5iv) days of not collect any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee Rents under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent Leases for more than one (1) month in advanceadvance of the time when the same shall become due, except prepayments for bona fide security deposits; (v) not enter into any ground Lease or master Lease of any part of the Property; (vi) not further assign or encumber any Lease or the Rents (except as contemplated by the Loan Documents); (vii) not, except with Lender’s prior consent, cancel or accept surrender or termination of any Lease (other than in accordance with its terms or following a material default by the Tenant in the nature terms thereof); and (viii) not, except with Lender’s prior consent (which approval shall not be unreasonably withheld or delayed), modify or amend any Lease (except for minor modifications and amendments entered into in the ordinary course of business, consistent with prudent property management practices, not affecting the economic terms of the applicable Lease). Any action in violation of clause (v), (vi), (vii) or (viii) of this Section 4.1.9(b) shall be void at the election of Lender. (c) Neither Borrower nor Op Co Pledgor shall (and neither shall permit Mortgage Borrower nor Operating Lessee, as applicable, to) permit or consent to any assignment or sublease of any Lease without Lender’s prior approval, which approval shall not be unreasonably withheld or delayed (other than any assignment or sublease expressly permitted under a Lease pursuant to a unilateral right of Tenant thereunder not requiring the consent of Mortgage Borrower or Operating Lessee). (d) Borrower agrees to bear and shall pay or reimburse Lender on demand for all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred by Lender in connection with the review of any proposed Lease, any other matter requiring Lender’s consent under this Section 4.1.9. (e) Within ten (10) Business Days after Lender’s request, Borrower shall furnish (or caused to be furnished) to Lender a statement of all tenant security for or other deposits and copies of all Leases not previously delivered to Lender, certified as being true, correct and complete. (f) All security deposits of Tenants, if any, whether held in cash or any other form, shall be held in compliance with all applicable Legal Requirements. During the performance continuance of an Event of Default, Borrower shall cause Mortgage Borrower to, if permitted by said lessee the applicable Legal Requirements, cause all such security deposits (and any interest thereon) to be transferred to the Cash Management Account to be held by Cash Management Bank in a separate Eligible Account subject to the terms of its obligations the Leases. Any bond or other instrument which Mortgage Borrower or Operating Lessee is permitted to hold in lieu of cash security deposits under said lease the applicable Legal Requirements (i) shall be maintained in full force and effect in the full amount of such deposits unless replaced by cash deposits as described above or applied in accordance with the terms of the Lease, (ii) any amendment shall be issued by an institution reasonably satisfactory to Lender, (iii) shall, if permitted by the applicable Legal Requirements, name Lender as payee or modification of mortgagee thereunder (or, at Lender’s option, be fully assignable to Lender), and (iv) shall in all respects comply with the lease made without the consent of Beneficiary applicable Legal Requirements and otherwise be satisfactory to Lender. Borrower or such successor in interest. Each lease shall also provide thatOp Co Pledgor shall, upon request by said successor in interestrequest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentprovide Lender with evidence satisfactory to Lender of its compliance with the foregoing.

Leases. (a) Grantor will Mortgagor shall not (i) execute an assignment or pledge of the rents any Lease relating to all or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value portion of the Mortgaged Property other than in favor of Mortgagee, or (ii) without the security hereofprior written consent of Mortgagee, which consent shall not be unreasonably withheld or delayed, execute or permit to exist any Lease of any of the Mortgaged Property, except for Permitted Exceptions and except as may be otherwise expressly permitted under the Credit Agreement. (bi) Grantor will not execute any lease of promptly perform in all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, material respects all of the covenants, conditions and agreements contained in all leases provisions of the Premises or portions thereof now or hereafter existing, Lease on the part of the lessor thereunder to be kept and performed and will at performed; (ii) promptly enforce all times do all things reasonably necessary to compel performance by of the material provisions of the Lease on the part of the lessee under each lease of all obligations, covenants and agreements by such lessee thereunder to be performed thereunder. If performed; (iii) appear in and defend any action or proceeding arising under or in any manner connected with the Lease or the obligations of such leases provide for the giving by Mortgagor as lessor or of the lessee of certificates thereunder; (iv) exercise, within 5 business days after a reasonable request by Mortgagee, any right to request from the lessee a certificate with respect to the status of such leases, Grantor shall exercise its right thereof; (v) promptly deliver to request such certificates within five (5) days Mortgagee copies of any demand therefor by Beneficiary and shall notices of default which Mortgagor may at any time forward to or receive from the lessee; (vi) promptly deliver copies thereof to Beneficiary Mortgagee a fully executed counterpart of the Lease; and (vii) promptly deliver to Mortgagee, upon receiptMortgagee's reasonable request, if permitted under such Lease, an assignment of the Mortgagor's interest under such Lease. (c) In Mortgagor shall deliver to Mortgagee, within 10 business days after a reasonable request by Mortgagee, a written statement, certified by Mortgagor as being true, correct and complete, containing the event names of all lessees and other occupants of the enforcement by Trustee or Beneficiary Mortgaged Property, the terms of all Leases and the spaces occupied and rentals payable thereunder, and a list of all Leases which are then in default, including the nature and magnitude of the remedies provided for hereby or default; such statement shall be accompanied by lawsuch other information as Mortgagee may reasonably request. (d) All Leases entered into by Mortgagor after the date hereof, the lessee under each of the leases of the Premise willif any, upon request and all rights of any person succeeding lessees thereunder shall be subject and subordinate in all respects to the interest lien and provisions of Grantor as a result of this Mortgage unless Mortgagee shall otherwise elect in writing. (e) to Mortgagee or to such enforcement, automatically become the lessee of said person and shall recognize Mortgagee or such successor in interest, interest as lessor under the Lease without change in the terms or other provisions of such lease, provided, thereof; provided however, that said Mortgagee or such successor in interest shall not be bound by be: (i) bound by any payment of an installment of rent or additional rent for which may have been made more than one (1) month in advance, except prepayments in 30 days before the nature due date of security for the performance by said lessee of its obligations under said lease or such installment; (ii) bound by any amendment or modification of to the lease Lease made without the consent of Beneficiary Mortgagee or such successor in interest; (iii) liable for any previous act or omission of Mortgagor (or its predecessors in interest); (iv) responsible for any monies owing by Mortgagor to the credit of such lessee or subject to any credits, offsets, claims, counterclaims, demands or defenses which the lessee may have against Mortgagor (or its predecessors in interest); (v) bound by any covenant to undertake or complete any construction of the Premises or any portion thereof; or (vi) obligated to make any payment to such lessee other than any security deposit actually delivered to Mortgagee or such successor in interest. Each lease shall also provide thatlessee or other occupant, upon request by said Mortgagee or such successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment. In addition, Mortgagor agrees that each Lease entered into after the date of this Mortgage shall include language to the effect of subsections (d)-(e) of this Section and language to the effect that if any act or omission of Mortgagor would give any lessee under such Lease the right, immediately or after lapse of a period of time, to cancel or terminate such Lease, or to abatx xx offset against the payment of rent or to claim a partial or total eviction, such lessee shall not exercise such right until it has given written notice of such act or omission to Mortgagee and until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice without a remedy being effected; provided that the provisions of such subsections shall be self-operative and any failure of any Lease to include such language shall not impair the binding effect of such provisions on any lessee under such Lease.

Leases. 5.10.1 All new Leases shall be subordinate to the Mortgage and the tenant thereunder shall agree to attorn to Lender either pursuant to the Lease or a subordination, nondisturbance and attornment agreement executed by such tenant and Lender. None of the Leases shall contain any option to purchase, any right of first refusal to purchase or any right by a tenant to terminate the lease term (a) Grantor will not except for termination rights (i) execute an assignment set forth in Leases executed prior to, or on, the date hereof or (ii) arising from a taking or the destruction of all or substantially all of the rents Property or all or substantially all of a tenant’s demised premises). Leases executed after the date hereof shall not contain any provisions which adversely affect the Property or which might adversely affect the rights of any holder of the Loan without the prior written consent of Lender. Each tenant shall conduct business only in that portion of the Property covered by its Lease. Upon request, Borrower shall furnish Lender with executed copies of all Leases. 5.10.2 Borrower shall not, without the prior consent of Lender, which consent shall not be unreasonably withheld or conditioned (i) enter into any Material Lease of all or any part thereof from of the Premises without Beneficiary's prior consentProperty, (ii) except where the lessee is in cancel, terminate (other than as a result of a tenant default thereunder), terminate abridge or otherwise modify in any material respect the terms of any Material Lease unless such action is required by the terms thereof, or accept a surrender thereof, (iii) consent to the cancellation any assignment of or surrender subletting under any Material Lease not in accordance with its terms, (iv) cancel, terminate, abridge or otherwise modify any guaranty of any lease of Material Lease or the Premises or of any part terms thereof, now existing or hereafter to be made, having an unexpired term (v) accept prepayments of installments of Rents for a period of more than one (1) year month in advance (other than estimated payments of taxes and reimbursable expenses paid by tenants pursuant to their Leases) or more(vi) further assign the whole or any part of the Leases or the Rents other than in connection with a Transfer and Assumption. If Lender fails to respond to a request for consent under this Section 5.10.2 within ten (10) Business Days of receipt thereof, providedsuch consent shall be deemed granted, howeverprovided that such request shall have been accompanied by all information requested by Lender or reasonably necessary for Lender to evaluate such request and shall have clearly stated, in 14 point type or greater, that if Lender fails to respond to such request within ten (10) Business Days, Lender’s consent shall be deemed to have been granted. In the event that Lender refuses to grant any such consent, Lender shall specify in writing the reasons for such refusal. In addition, Borrower shall not (A) lease may be cancelled if promptly after all or any part of the cancellation Property, (B) cancel, terminate (other than as a result of a tenant default thereunder), abridge or otherwise modify the terms of any Lease in any material respect, or accept a surrender thereof thereof, (C) consent to any assignment of or subletting under any Lease not in accordance with its terms or (D) cancel, terminate, abridge or otherwise modify in any material respect any guaranty of any Lease or the terms thereof, unless such actions are exercised for a new lease is commercially reasonable purpose in arms-length transactions for market rate terms. The foregoing shall not apply to any Lease or license entered into with a new lessee having Taxable REIT Subsidiary. 5.10.3 Notwithstanding the provisions of Section 5.10.2 above, provided that no Event of Default is continuing, renewals, amendments and modifications of existing Leases and proposed leases, shall not be subject to the prior approval of Lender provided (i) the proposed lease would be a credit standing at least equivalent to that Minor Lease or the existing Lease as amended or modified or the renewal Lease is a Minor Lease, (ii) the proposed lease shall be written substantially in accordance with the standard form of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled leaseLease which shall have been approved by Lender, (iii) modify the Lease as amended or modified or the renewal Lease or series of leases or proposed lease or series of leases: (a) shall provide for net effective rental rates comparable to existing local market rates, (b) shall have a term of not less than three (3) years or greater than ten (10) years, (c) shall provide for automatic self-operative subordination to the Mortgage and, at Lender’s option, (x) attornment to Lender and (y) the unilateral right by Lender, at the option of Lender, to subordinate the Lien of the Mortgage to the Lease, and (d) shall not contain any such lease so as option to shorten purchase, any right of first refusal to purchase, any right to terminate (except in the unexpired term thereof event of the destruction or so as to decreasecondemnation of substantially all of the Property), waive any requirement for a non-disturbance or compromise recognition agreement, or any other provision which might adversely affect the rights of Lender under the Loan Documents in any manner material respect. Borrower shall deliver to Lender copies of all Leases which are entered into pursuant to the amount preceding sentence together with Borrower’s certification that it has satisfied all of the rents payable thereunder or materially expand the obligations conditions of the lessor thereunder, preceding sentence within ten (iv10) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in days after the nature of security for the performance execution of the lessees thereunderLease. With respect to any Lease or proposed renewal, extension or modification of an existing Lease that requires Lender’s consent under this Section 5.10.3, provided that no Event of Default is continuing, if Borrower provides Lender with a written request for approval (vwhich written request shall specifically refer to this Section 5.10.3 and shall explicitly state that failure by Lender to approve or disapprove within ten (10) modifyBusiness Days will constitute a deemed approval) and Lender fails to reject the request in writing delivered to Borrower within ten (10) Business Days after receipt by Lender of the request, release the proposed Lease or terminate any guaranties proposed renewal, extension or modification of any an existing Lease shall be deemed approved by Lender, and Borrower shall be entitled to enter into such lease proposed Lease or proposed renewal, extension or modification of an existing Lease. 5.10.4 Borrower (vii) in any other manner shall observe and perform all the material obligations imposed upon the lessor, grantor or licensor, as applicable, under the Leases and shall not do or permit to be done anything to impair the value of the Mortgaged Property or Leases as security for the security hereof. Debt; (bii) Grantor will not execute any lease shall promptly send copies to Lender of all notices of default which Borrower shall send or a substantial portion of receive thereunder; (iii) shall enforce all the Premises except for actual occupancy by the lessee thereunder or its property managermaterial terms, covenants and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on Leases upon the part of the lessor lessee, grantee or licensee, as applicable, thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance observed or performed, short of termination thereof (unless by the lessee under each lease reason of all obligations, covenants and agreements by such lessee to be performed default thereunder. If ); (iv) shall not collect any of such leases provide for the giving Rents (other than estimated payments of taxes and reimbursable expenses paid by the lessee of certificates with respect tenants pursuant to the status of such leases, Grantor shall exercise its right to request such certificates within five (5their Leases) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments ; (v) shall not execute any other assignment of the lessor’s interest in the nature of security for Leases or the performance by said lessee of its obligations under said lease or Rents except in connection with a Transfer and Assumption; (iivi) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide thatshall, upon request by said successor of Lender, request and use commercially reasonable efforts to obtain and deliver to Lender tenant estoppel certificates from each commercial tenant at the Property in interestform and substance reasonably satisfactory to Lender, provided that Borrower shall not be required to deliver such lessee certificates more frequently than two (2) times in any calendar year; and (vii) shall execute and deliver an at the request of Lender all such further assurances, confirmations and assignments in connection with the Property as Lender shall from time to time reasonably require. 5.10.5 All security deposits of tenants, whether held in cash or any other form, if cash, shall be deposited by Borrower at such commercial or savings bank or banks and shall be held in compliance with applicable Legal Requirements, as may be reasonably satisfactory to Lender. Any bond or other instrument which Borrower is permitted to hold in lieu of cash security deposits under any applicable legal requirements shall be maintained in full force and effect in the full amount of such deposits unless replaced by cash deposits as hereinabove described, shall (if issued after the date hereof) be fully assignable to Lender and shall, in all respects, comply with any applicable legal requirements and otherwise be reasonably satisfactory to Lender. Borrower shall, upon request, provide Lender with evidence reasonably satisfactory to Lender of Borrower’s compliance with the foregoing. Following the occurrence and during the continuance of any Event of Default, Borrower shall, upon Lender’s request, if permitted by any applicable legal requirements, turn over to Lender the security deposits (and any interest theretofore earned thereon) with respect to all or instruments confirming such attornmentany portion of the Property, to be held by Lender subject to the terms of the Leases.

Leases. Debtor agrees that all leases of the Collateral shall include a provision providing that Debtor may assign its interest in the Collateral without the prior written consent of the lessee under such lease. Dated: ------------------------------- DEBTOR: W & W LEASING COMPANY, INC. ------------------------------------- Name of individual, corporation or partnership By Title ------------------------------------------------ -------------------- If corporation, have signed by President, Vice President or Treasurer, and give official title. If owner or partner, state which. SECURED PARTY: THE CIT GROUP/EQUIPMENT FINANCING, INC. By Title ----------------------------------------------- --------------------- To: -------------------------------------------------------------------- Address --------------------------------------------------------------------- City State Zip Code Rural/Metro Corporation, a Delaware corporation, requests you to extend credit to or to purchase security agreements, leases, notes, accounts and/or other obligations (aherein generally termed "paper") Grantor of or from or otherwise to do business with ------------------------------------------------------------------------------- Company City State hereinafter called the "Company," and to induce you so to do and in consideration thereof and of benefits to accrue to each of us therefrom, we, as a primary obligor, unconditionally guarantee to you that the Company will fully and promptly pay and perform all its present and future obligations to you, whether direct or indirect, joint or several, absolute or contingent, secured or unsecured, matured or unmatured and whether originally contracted with you or otherwise acquired by you, irrespective of any invalidity or unenforceability of any such obligation or the insufficiency, invalidity or unenforceability of any security therefor; and agrees, without your first having to proceed against the Company or to liquidate paper or any security therefor, to pay on demand all sums due and to become due to you from the Company and all reasonable losses, costs, attorneys' fees or expenses which may be suffered by you by reason of the Company's default or default of any of the undersigned hereunder; and agrees to be bound by and on demand to pay any deficiency established by a sale of paper and/or security held, with or without notice to us. This guaranty is an unconditional guarantee of payment and performance. We shall not be released or discharged, either in whole or in part, by your failure or delay to perfect or continue the perfection of any security interest in any property which secures the obligations of the Company or us to you, or to protect the property covered by such security interest. No termination shall be effective except by notice sent to you by certified mail return receipt requested naming a termination date effective not less than 90 days after the receipt of such notice by you; or affect any transaction effected prior to the effective date of termination. We waive: notice of acceptance hereof; presentment, demand, protest and notice of nonpayment or protest as to any note or obligation signed, accepted, endorsed or assigned to you by the Company; any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which we may now or hereafter have against the Company or any other person directly or contingently liable for the obligations guaranteed hereunder, or against or with respect to the Company's property (including, without limitation, property collateralizing its obligations to you), arising from the existence or performance of this guaranty; all exemptions laws and any other demands and notices required by law; all setoffs and counterclaims; any and all defenses based on suretyship or any other applicable law, including without limitation all rights and defenses arising out of (i) execute an assignment election of remedies by you even though that election of remedies may have destroyed rights of subrogation and reimbursement against the rents Company by operation of law or any part thereof from the Premises without Beneficiary's prior consentotherwise, (ii) except where the lessee is in default thereunder, terminate or consent protections afforded to the cancellation Company pursuant to antideficiency or surrender of any lease of similar laws limiting or discharging the Premises or of any part thereof, now existing or hereafter Company's obligations to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled leaseyou, (iii) modify any such lease so as the invalidity or unenforceability of this guaranty, (iv) the failure to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount notify us of the rents payable thereunder or materially expand disposition of any property securing the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunderCompany, (v) modifythe commercial reasonableness of such disposition or the impairment, however caused, of the value of such property, and (vi) any duty on your part (should such duty exist) to disclose to us any matter, fact or thing related to the business operations or condition (financial or otherwise) of the Company or its affiliates or property, whether now or hereafter known by you. You may at any time and from time to time, without our consent, without notice to us and without affecting or impairing the obligation of any of us hereunder, do any of the following: (a) renew, extend (including extensions beyond the original term of the respective item of paper), modify (including changes in interest rates), release or terminate discharge any guaranties obligations of the Company, of its customers, of co-guarantors (whether hereunder or under a separate instrument) or of any such lease other party at any time directly or (vi) in contingently liable for the payment of any other manner impair the value of the Mortgaged Property or the security hereof.said obligations; (b) Grantor will not execute any lease accept partial payments of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all said obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.; (c) In accept new or additional documents, instruments or agreements relating to or in substitution of said obligations; (d) settle, release (by operation of law or otherwise), compound, compromise, collect or liquidate any of said obligations and the event security therefor in any manner; (e) consent to the transfer or return of the enforcement by Trustee security, take and hold additional security or Beneficiary of the remedies provided guaranties for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.obligations;

Leases. (a) Grantor will not (i) execute an assignment Attached hereto as Exhibit "P-1" is a true and complete list of all agreements pursuant to which any person uses or occupies or has the rents right to use or occupy, any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of Property, including all amendments thereto and modifications thereof (the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after "Leases"). To the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for Company's actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performedknowledge, all of the covenantsLeases are valid, conditions in full force and agreements contained in all leases of the Premises effect and there are no monetary or portions thereof now or hereafter existing, material non-monetary defaults thereunder on the part of tenant or the lessor landlord thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by except as disclosed on Exhibit "P-2" attached hereto. To the lessee Company's actual knowledge, no tenant under each lease of all obligationsany Lease has any defense, covenants and agreements set-off or claim or any basis for any defense or claim for reduction, deduction or set-off against the landlord thereunder or the rent under any such Lease or the other obligations owed by such lessee tenant under such Lease. Except as disclosed on Exhibit "P-2", no tenant under a Lease has given the landlord thereunder written notice of any intent to terminate its Lease prior to the end of its stated term or otherwise to cease the active conduct of the tenant's business, and no tenant has paid any rent, additional rent or other charge of any nature for a period of more than thirty (30) days in advance. To the Company's actual knowledge, there are no brokerage or finders commissions or other compensation or fees payable after the date hereof by reason of the Leases or any extensions, expansions, renewals or modifications thereof, or that could be performed thereunder. If due in the future, all with respect to amounts owing or owed to any of such leases provide for the giving by the lessee of certificates exclusive leasing agent or pursuant to any exclusive leasing agreement with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advanceLeases, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentas set forth on Exhibit "P-2".

Leases. (a) Grantor Mortgagor covenants and agrees that Mortgagor will not not, without the prior written consent of Mortgagee (which consent may be withheld in Mortgagee's sole discretion): (i) execute an assignment receive or collect rents (other than the customary security deposit) from any tenant, subtenant, undersubtenant or other occupant of the rents or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof Mortgaged Property for a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments period of more than one month of in advance; or (ii) assign the rents, or any installments of rents to become due under such leasespart thereof, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property to any person or entity other than Mortgagee; or (iii) enter into any lease for minimum rentals less than those approved in writing by Mortgagee or for length of term less than that approved in writing by Mortgagee, provided that so long as the security hereofLease with Consolidated Rail Corporation ("Conrail") dated May 25, 1990, as amended ("Conrail Lease") is in effect, this restriction shall apply only to the Conrail Lease, but shall apply to all of the Leases if Conrail ceases to be a tenant; or (iv) enter into any lease other than that which is in form and content substantially the same as the form of lease approved in writing by Mortgagee. (b) Grantor will not execute Mortgagor covenants and agrees to perform and to observe all the material agreements imposed upon Mortgagor under any lease leases of all or a substantial portion of occupancy agreements for the Premises except for actual occupancy by the lessee thereunder Mortgaged Property or its property managerany portions thereof, and will at all times promptly and faithfully performnot to do, or cause to permit to be performeddone, all of anything to impair the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If security thereof; if any of such leases provide for shall require security deposits, to establish if required by law an interest-bearing security deposit account in accordance with such law, and to deposit all security deposits therein, and to maintain true and accurate records of all security deposits received, and to pay interest thereon, if the giving same be required by law or by the lessee terms of certificates the leases; and to comply with respect to the status all requirements of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receiptlaw concerning security deposits received. (c) In the event that any Lease is terminated hereafter and payments or damages of any kind are received by Mortgagor in connection with such termination (collectively, "Termination Proceeds"), such Termination Proceeds shall immediately be paid over to GMAC Mortgage Corporation, or such other agent as Mortgagee shall designate in writing, to be held in escrow and released for tenant improvement work upon receipt by Mortgagee of an executed replacement Lease acceptable to Mortgagee with a term of at least three (3) years and with a rent comparable to the terminated Lease. If no tenant improvement work is required under such approved replacement Lease, the escrowed payments shall be released to Mortgagor upon occupancy of the enforcement leased space by Trustee or Beneficiary of the remedies provided for hereby or by law, tenant under the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentapproved replacement Lease.

Leases. (a) Grantor Mortgagor will not (i) execute an assignment of the rents or any part thereof from the Premises without BeneficiaryMortgagee's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be terminated, cancelled or surrendered if promptly after as soon as practicable following the termination, cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelledlessee, on substantially the same terms as the terminated terminated, cancelled or cancelled surrendered lease, or such termination, cancellation or surrender is otherwise effected in a commercially reasonable manner, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, except under circumstances in which such action is commercially reasonable (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease except in connection with a lease termination or modification permitted hereunder, or (vi) in any other manner materially impair the value of the Mortgaged Property or the security hereof. (b) Grantor Mortgagor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property managerthereunder, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary use commercially reasonable efforts to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunderthereunder to the extent prudent under the circumstances. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor Mortgagor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary Mortgagee and shall deliver copies thereof to Beneficiary Mortgagee promptly upon receipt. (c) In Each lease of the Premises, or of any part thereof, shall provide that, in the event of the enforcement by Trustee or Beneficiary Mortgagee of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise thereunder will, upon request of any person succeeding to the interest of Grantor Mortgagor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary Mortgagee or such successor in interest. Each lease shall also provide that, (x) the lease is subordinate to this Mortgage (but shall also provide that Mortgagee, at its option, may subordinate this Mortgage to such lease) and (y) upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment. (d) Mortgagor shall, promptly upon Mortgagee's request, deposit all tenant security deposits in respect of the Premises into an account with Mortgagee or as designated by Mortgagee, which deposits shall be held and disbursed to tenants as required under the terms of their respective leases. (e) Subject to the conditions specified below, Mortgagee will, upon Mortgagor's request, execute non-disturbance, attornment and subordination agreements, in Mortgagee's then standard form (with modifications reasonably satisfactory to Mortgagee), with lessees of space in the Improvements whose lease demises at least 15,000 gross rentable square feet, which shall provide, inter alia, that if Mortgagee or any purchaser at foreclosure shall succeed to Mortgagor's interest in the Premises, the leases of such lessees will remain in full force and effect and be binding upon Mortgagee or such purchaser and such lessee as though each were the original parties thereto. Mortgagee's obligation to execute such agreements shall be subject to the following conditions: (i) Mortgagee shall have approved the credit of the lessee, such approval not to be unreasonably withheld, and the terms of the lease shall meet the Leasing Parameters (as defined in the Loan Agreement) or otherwise be approved by Mortgagee and (ii) upon each request for such an agreement, Mortgagee shall have received a photocopy of the executed lease, together with a draft, showing changes from the approved standard form, certified to be true and complete by a responsible officer of Mortgagor or by its counsel. Mortgagor covenants to pay all of Mortgagee's out-of-pocket costs, including reasonable fees and expenses of counsel, in connection with each such agreement.

Leases. (a) Grantor will shall not (i) execute an assignment or pledge of any Lease relating to all or any portion of the rents Trust Property other than in favor of Beneficiary, or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where without the lessee is in default thereunderprior written consent of Beneficiary, terminate execute or consent permit to the cancellation or surrender exist any Lease of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that Trust Property except as provided in subsection 11.5 of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereofCredit Agreement. (b) Grantor will not execute As to any lease Lease of all or a substantial any portion of the Premises except for actual occupancy consented to by the lessee thereunder or its property managerBeneficiary, and will at all times Grantor shall: (i) promptly and faithfully perform, or cause to be performed, perform all of the covenants, conditions and agreements contained in all leases provisions of the Premises or portions thereof now or hereafter existing, Lease on the part of the lessor thereunder to be kept and performed and will at performed; (ii) promptly enforce all times do all things reasonably necessary to compel performance by of the provisions of the Lease on the part of the lessee under each lease of all obligations, covenants and agreements by such lessee thereunder to be performed thereunder. If performed; (iii) appear in and defend any action or proceeding arising under or in any manner connected with the Lease or the obligations of such leases provide for the giving by Grantor as lessor or of the lessee of certificates thereunder; (iv) exercise, within 5 days after a request by Beneficiary, any right to request from the lessee a certificate with respect to the status of such leases, Grantor shall exercise its right thereof; (v) simultaneously deliver to request such certificates within five (5) days Beneficiary copies of any demand therefor by Beneficiary and shall notices of default which Grantor may at any time forward to or receive from the lessee; (vi) promptly deliver copies thereof to Beneficiary a fully executed counterpart of the Lease; and (vii) promptly deliver to Beneficiary, upon receiptBeneficiary's request, an assignment of the Grantor's interest under such Lease. (c) Grantor shall deliver to Beneficiary, within 10 days after a request by Beneficiary, a written statement, certified by Grantor as being true, correct and complete, containing the names of all lessees and other occupants of the Premises, the terms of all Leases of all or any portion of the Premises and the spaces occupied and rentals payable thereunder, and a list of all Leases of all or any portion of the Premises which are then in default, including the nature and magnitude of the default; such statement shall be accompanied by credit information with respect to the lessees and such other information as Beneficiary may request. (d) All Leases of all or any portion of the Premises entered into by Grantor after the date hereof, if any, and all rights of any lessees thereunder shall be subject and subordinate in all respects to the lien and provisions of this Deed of Trust unless Beneficiary shall otherwise elect in writing. (e) As to any Lease now in existence or subsequently consented to by Beneficiary, Grantor shall not accept a surrender or terminate, cancel, rescind, supplement, alter, revise, modify or amend such Lease or permit any such action to be taken nor shall Grantor accept the payment of rent more than thirty (30) days in advance of its due date. (f) If any act or omission of Grantor would give any lessee under any Lease of all or any portion of the Premises the right, immediately or after lapse of a period of time, to cancel or terminate such Lease, or to xxxxx or offset against the payment of rent or to claim a partial or total eviction, such lessee shall not exercise such right until it has given written notice of such act or omission to Beneficiary and until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice without a remedy being effected. (g) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by lawany remedy under this Deed of Trust, the lessee under each Lease of all or any portion of the leases of the Premise willPremises shall, upon request of if requested by Beneficiary or any other person succeeding to the interest of Grantor Beneficiary as a result of such enforcement, automatically become the lessee of said attorn to Beneficiary or to such person and shall recognize Beneficiary or such successor in interest, interest as lessor under the Lease without change in the terms or other provisions of such lease, provided, thereof; provided however, that said Beneficiary or such successor in interest shall not be bound by be: (i) bound by any payment of an installment of rent or additional rent for which may have been made more than one (1) month in advance, except prepayments in 30 days before the nature due date of security for the performance by said lessee of its obligations under said lease or such installment; (ii) bound by any amendment or modification of to the lease Lease made without the consent of Beneficiary or such successor in interest; (iii) liable for any previous act or omission of Grantor (or its predecessors in interest); (iv) responsible for any monies owing by Grantor to the credit of such lessee or subject to any credits, offsets, claims, counterclaims, demands or defenses which the lessee may have against Grantor (or its predecessors in interest); (v) bound by any covenant to undertake or complete any construction of the Premises or any portion thereof; or (vi) obligated to make any payment to such lessee other than any security deposit actually delivered to Beneficiary or such successor in interest. Each lease shall also provide thatlessee or other occupant, upon request by said Beneficiary or such successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment. In addition, Grantor agrees that each Lease entered into after the date of this Deed of Trust shall include language to the effect of subsections (d)-(g) of this Section; provided that the provisions of such subsections shall be self-operative and any failure of any Lease to include such language shall not impair the binding effect of such provisions on any lessee under such Lease.

Leases. (a) Grantor will shall not (i) execute an assignment or pledge of any Lease relating to all or any portion of the rents Trust Property other than in favor of Trustee and Beneficiary, or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunderwith respect to any Lease, terminate or consent to the cancellation or surrender accept any payment of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of rent more than one month 30 days in advance of any installments of rents to become its due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereofdate. (b) Grantor will shall not execute enter into any lease Lease of all or a substantial portion any of the Premises except Trust Property or other agreement or arrangement subsequent to the date hereof with any person which would (i) involve property that is necessary for actual occupancy by the lessee thereunder Grantor's steel making operations, plate rolling operations, rail, rod, wire and bar making operations or its property manager, and will at all times promptly and faithfully performany other finishing or related operations of Grantor, or cause otherwise interfere in any material respect with the ordinary conduct of the business of Grantor or (ii) have a material adverse effect on the value or utility of the property subject thereto. Grantor shall not amend, modify, renew, extend, terminate, cancel, or accept the surrender of a Lease unless the foregoing action is (i) in the ordinary conduct of the business of Grantor, (ii) for a reasonable business purpose of Grantor and (iii) would not have an adverse effect on the value or utility of the Trust Property or the Lien of this Deed Of Trust thereon. (c) As to be performedany Lease, Grantor shall: (i) perform all of the covenants, conditions and agreements contained in all leases material provisions of the Premises or portions thereof now or hereafter existing, Lease on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary performed; (ii) not engage in any conduct in respect of any Lease which would materially impair the value of the Trust Property or impair the Lien of this Deed Of Trust thereon; (iii) exercise, within five days after a request by Beneficiary, any right to compel performance by request from the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates a certificate with respect to the status of such leases, Grantor shall exercise its right thereof; (iv) promptly deliver to request such certificates within five (5) days Beneficiary copies of any demand therefor by Beneficiary and shall notices of default which Grantor may at any time forward to or receive from the lessee; and (v) promptly deliver copies thereof to Beneficiary promptly Beneficiary, upon receiptits request, a fully executed counterpart of the Lease. (cd) Grantor shall deliver to Beneficiary, within ten days after a request by Beneficiary, an Officers' Certificate containing the names of all lessees and other occupants of the Trust Property, the terms of all Leases and the spaces occupied and rentals payable thereunder, and a list of all Leases which are then in default, including the nature and magnitude of the default; such statement shall be accompanied by credit information with respect to the lessees and such other information as Beneficiary may reasonably request. (e) All Leases entered into by Grantor after the date hereof, if any, and all rights of any lessees thereunder shall be subject and subordinate in all respects to the Lien and provisions of this Deed Of Trust. (f) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by lawany remedy under this Deed Of Trust, the lessee under each of the leases of the Premise willLease shall, upon request of if requested by Beneficiary or any other person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said attorn to such person and shall recognize such successor in interest, interest as lessor under the Lease without change in the terms or other provisions of such lease, thereof; provided, however, that said such successor in interest shall not be bound by be: (i) bound by any payment of an installment of rent or additional rent for which may have been made more than one (1) month in advance, except prepayments in 30 days before the nature due date of security for the performance by said lessee of its obligations under said lease or such installment; (ii) liable for any amendment previous act or modification omission of Grantor (or its predecessors in interest); (iii) responsible for any monies owing by Grantor to the credit of such lessee or subject to any credits, offsets, claims, counterclaims, demands or defenses which the lessee may have against Grantor (or its predecessors in interest); (iv) bound by any covenant to undertake or complete any construction of the lease made without the consent of Premises or any portion thereof; or (v) obligated to make any payment to such lessee other than any security deposit actually delivered to such successor in interest. Each lessee or other occupant, upon request by Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment. In addition, Grantor agrees that each Lease entered into after the date of this Deed Of Trust shall include language to the effect of subsections (e) and (f) of this Section 10; provided that (to the fullest extent permitted by law) the provisions of such subsections shall be self-operative and any failure of any Lease to include such language shall not impair the binding effect of such provisions on any lessee under such Lease.

Leases. (a) Grantor will Mortgagor shall not (i) execute an assignment or pledge of the rents any Lease relating to all or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value portion of the Mortgaged Property other than in favor of Mortgagee, or (ii) without the security hereofprior written consent of Mortgagee, execute or permit to exist any Lease of any of the Mortgaged Property. (b) Grantor will not execute As to any lease of all or a substantial portion of the Premises except for actual occupancy Lease consented to by the lessee thereunder or its property managerMortgagee, and will at all times Mortgagor shall: (i) promptly and faithfully perform, or cause to be performed, perform all of the covenants, conditions and agreements contained in all leases provisions of the Premises or portions thereof now or hereafter existing, Lease on the part of the lessor thereunder to be kept and performed and will at performed; (ii) promptly enforce all times do all things reasonably necessary to compel performance by of the provisions of the Lease on the part of the lessee under each lease of all obligations, covenants and agreements by such lessee thereunder to be performed thereunder. If performed; (iii) appear in and defend any action or proceeding arising under or in any manner connected with the Lease or the obligations of such leases provide for the giving by Mortgagor as lessor or of the lessee of certificates thereunder; (iv) exercise, within 5 business days after a request by Mortgagee, any right contained in the Lease to request from the lessee a certificate with respect to the status of such leases, Grantor shall exercise its right thereof; (v) simultaneously deliver to request such certificates within five (5) days Mortgagee copies of any demand therefor by Beneficiary and shall notices of default which Mortgagor may at any time forward to or receive from the lessee; (vi) promptly deliver copies thereof to Beneficiary Mortgagee a fully executed counterpart of the Lease; and (vii) promptly deliver to Mortgagee, upon receiptMortgagee's request, an assignment of the Mortgagor's interest under such Lease. (c) In Mortgagor shall deliver to Mortgagee, within 10 days after a request by Mortgagee, a written statement, certified by Mortgagor as being true, correct and complete, containing the names of all lessees and other occupants of the Mortgaged Property, the terms of all Leases and the spaces occupied and rentals payable thereunder, and a list of all Leases which are then in default, including the nature and magnitude of the default; such statement shall be accompanied by credit information with respect to the lessees and such other information as Mortgagee may request. (d) All Leases entered into by Mortgagor after the date hereof, if any, and all rights of any lessees thereunder shall be subject and subordinate in all respects to the lien and provisions of this Mortgage unless Mortgagee shall otherwise elect in writing. (e) As to any Lease now in existence or subsequently consented to by Mortgagee, except to the extent expressly provided for in such Lease, Mortgagor shall not accept a surrender or terminate, cancel, rescind, supplement, alter, revise, modify or amend such Lease or permit any such action to be taken nor shall Mortgagor accept the payment of rent more than thirty (30) days in advance of its due date. (f) Each Lease entered into after the date hereof shall provide that any act or omission of Mortgagor that would give any lessee the right, immediately or after lapse of a period of time, to cancel or terminate such Lease, or to xxxxx or offset against the payment of rent or to claim a partial or total eviction, such lessee shall not exercise such right until it has given written notice of such act or omission to Mortgagee and until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice without a remedy being effected. (g) Each Lease entered into after the date hereof shall provide that in the event of the enforcement by Trustee or Beneficiary Mortgagee of the remedies provided for hereby or by lawany remedy under this Mortgage, the lessee under each of the leases of the Premise willshall, upon request of if requested by Mortgagee or any other person succeeding to the interest of Grantor Mortgagee as a result of such enforcement, automatically become the lessee of said attorn to Mortgagee or to such person and shall recognize Mortgagee or such successor in interest, interest as lessor under the Lease without change in the terms or other provisions of such lease, thereof; provided, however, that said Mortgagee or such successor in interest shall not be bound by be: (i) bound by any payment of an installment of rent or additional rent for which may have been made more than one (1) month in advance, except prepayments in 30 days before the nature due date of security for the performance by said lessee of its obligations under said lease or such installment; (ii) bound by any amendment or modification of to the lease Lease made without the consent of Beneficiary Mortgagee or such successor in interest; (iii) liable for any previous act or omission of Mortgagor (or its predecessors in interest); (iv) responsible for any monies owing by Mortgagor to the credit of such lessee or subject to any credits, offsets, claims, counterclaims, demands or defenses which the lessee may have against Mortgagor (or its predecessors in interest); (v) bound by any covenant to undertake or complete any construction of the Premises or any portion thereof; or (vi) obligated to make any payment to such lessee other than any security deposit actually delivered to Mortgagee or such successor in interest. Each lease shall also provide thatlessee or other occupant, upon request by said Mortgagee or such successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.execute

Leases. (a) Grantor will Mortgagor shall not (i) execute an assignment or pledge of the rents any Lease relating to all or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value portion of the Mortgaged Property other than in favor of Mortgagee, or (ii) without the security hereofprior written consent of Mortgagee, which consent shall not be unreasonably withheld or delayed, execute or permit to exist any Lease of any of the Mortgaged Property, except for Permitted Exceptions and except as may be otherwise expressly permitted under the Credit Agreement. (b) Grantor will not execute As to any lease of Lease consented to by Mortgagee under subsection 11(a) above, Mortgagor shall: (i) promptly perform in all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, material respects all of the covenants, conditions and agreements contained in all leases provisions of the Premises or portions thereof now or hereafter existing, Lease on the part of the lessor thereunder to be kept and performed and will at performed; (ii) promptly enforce all times do all things reasonably necessary to compel performance by of the material provisions of the Lease on the part of the lessee under each lease of all obligations, covenants and agreements by such lessee thereunder to be performed thereunder. If performed; (iii) appear in and defend any action or proceeding arising under or in any manner connected with the Lease or the obligations of such leases provide for the giving by Mortgagor as lessor or of the lessee of certificates thereunder; (iv) exercise, within 5 business days after a reasonable request by Mortgagee, any right to request from the lessee a certificate with respect to the status of such leases, Grantor shall exercise its right thereof; (v) promptly deliver to request such certificates within five (5) days Mortgagee copies of any demand therefor by Beneficiary and shall notices of default which Mortgagor may at any time forward to or receive from the lessee; (vi) promptly deliver copies thereof to Beneficiary Mortgagee a fully executed counterpart of the Lease; and (vii) promptly deliver to Mortgagee, upon receiptMortgagee's reasonable request, if permitted under such Lease, an assignment of the Mortgagor's interest under such Lease. (c) Mortgagor shall deliver to Mortgagee, within 10 business days after a reasonable request by Mortgagee, a written statement, certified by Mortgagor as being true, correct and complete, containing the names of all lessees and other occupants of the Mortgaged Property, the terms of all Leases and the spaces occupied and rentals payable thereunder, and a list of all Leases which are then in default, including the nature and magnitude of the default; such statement shall be accompanied by such other information as Mortgagee may reasonably request. (d) All Leases entered into by Mortgagor after the date hereof, if any, and all rights of any lessees thereunder shall be subject and subordinate in all respects to the lien and provisions of this Mortgage unless Mortgagee shall otherwise elect in writing. (e) In the event of the enforcement by Trustee or Beneficiary Mortgagee of the remedies provided for hereby or by law, any remedy under this Mortgage the lessee under each of the leases of the Premise willLease shall, upon request of if requested by Mortgagee or any other person succeeding to the interest of Grantor Mortgagee as a result of such enforcement, automatically become the lessee of said and if provided, at such lessee's request, with a nondisturbance agreement from Mortgagee or such person, attorn to Mortgagee or to such person and shall recognize Mortgagee or such successor in interest, interest as lessor under the Lease without change in the terms or other provisions of such lease, provided, thereof; provided however, that said Mortgagee or such successor in interest shall not be bound by be: (i) bound by any payment of an installment of rent or additional rent for which may have been made more than one (1) month in advance, except prepayments in 30 days before the nature due date of security for the performance by said lessee of its obligations under said lease or such installment; (ii) bound by any amendment or modification of to the lease Lease made without the consent of Beneficiary Mortgagee or such successor in interest; (iii) liable for any previous act or omission of Mortgagor (or its predecessors in interest); (iv) responsible for any monies owing by Mortgagor to the credit of such lessee or subject to any credits, offsets, claims, counterclaims, demands or defenses which the lessee may have against Mortgagor (or its predecessors in interest); (v) bound by any covenant to undertake or complete any construction of the Premises or any portion thereof; or (vi) obligated to make any payment to such lessee other than any security deposit actually delivered to Mortgagee or such successor in interest. Each lease shall also provide thatlessee or other occupant, upon request by said Mortgagee or such successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment. In addition, Mortgagor agrees that each Lease entered into after the date of this Mortgage shall include language to the effect of subsections (d) and (e) of this Mortgage Section and language to the effect that if any act or omission of Mortgagor would give any lessee under such Lease the right, immediately or after lapse of a period of time, to cancel or terminate such Lease, or to xxxxx or offset against the payment of rent or to claim a partial or total eviction, such lessee shall not exercise such right until it has given written notice of such act or omission to Mortgagee and until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice without a remedy being effected; provided that the provisions of such subsections shall be self-operative and any failure of any Lease to include such language shall not impair the binding effect of such provisions on any lessee under such Lease.

Leases. (a) Grantor will Mortgagor shall not (i) execute an assignment or pledge of the rents any Lease relating to all or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value portion of the Mortgaged Property other than in favor of Mortgagee, or (ii) without the security hereofprior written consent of Mortgagee, which consent shall not be unreasonably withheld or delayed, execute or permit to exist any Lease of any of the Mortgaged Property, except for Permitted Exceptions and except as may be otherwise expressly permitted under the Credit Agreement. (b) Grantor will not execute As to any lease of Lease consented to by Mortgagee under subsection 11(a) above, Mortgagor shall: (i) promptly perform in all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, material respects all of the covenants, conditions and agreements contained in all leases provisions of the Premises or portions thereof now or hereafter existing, Lease on the part of the lessor thereunder to be kept and performed and will at performed; (ii) promptly enforce all times do all things reasonably necessary to compel performance by of the material provisions of the Lease on the part of the lessee under each lease of all obligations, covenants and agreements by such lessee thereunder to be performed thereunder. If performed; (iii) appear in and defend any action or proceeding arising under or in any manner connected with the Lease or the obligations of such leases provide for the giving by Mortgagor as lessor or of the lessee of certificates thereunder; (iv) exercise, within 5 business days after a reasonable request by Mortgagee, any right to request from the lessee a certificate with respect to the status of such leases, Grantor shall exercise its right thereof; (v) promptly deliver to request such certificates within five (5) days Mortgagee copies of any demand therefor by Beneficiary and shall notices of default which Mortgagor may at any time forward to or receive from the lessee; (vi) promptly deliver copies thereof to Beneficiary Mortgagee a fully executed counterpart of the Lease; and (vii) promptly deliver to Mortgagee, upon receiptMortgagee's reasonable request, if permitted under such Lease, an assignment of the Mortgagor's interest under such Lease. (c) Mortgagor shall deliver to Mortgagee, within 10 business days after a reasonable request by Mortgagee, a written statement, certified by Mortgagor as being true, correct and complete, containing the names of all lessees and other occupants of the Mortgaged Property, the terms of all Leases and the spaces occupied and rentals payable thereunder, and a list of all Leases which are then in default, including the nature and magnitude of the default; such statement shall be accompanied by such other information as Mortgagee may reasonably request. (d) All Leases entered into by Mortgagor after the date hereof, if any, and all rights of any lessees thereunder shall be subject and subordinate in all respects to the lien and provisions of this Mortgage unless Mortgagee shall otherwise elect in writing. (e) In the event of the enforcement by Trustee or Beneficiary Mortgagee of the remedies provided for hereby or by lawany remedy under this Mortgage, the lessee under each of the leases of the Premise willLease shall, upon request of if requested by Mortgagee or any other person succeeding to the interest of Grantor Mortgagee as a result of such enforcement, automatically become the lessee of said and if provided, at such lessee's request, with a nondisturbance agreement from Mortgagee or such person, attorn to Mortgagee or to such person and shall recognize Mortgagee or such successor in interest, interest as lessor under the Lease without change in the terms or other provisions of such lease, provided, thereof; provided however, that said Mortgagee or such successor in interest shall not be bound by be: (i) bound by any payment of an installment of rent or additional rent for which may have been made more than one (1) month in advance, except prepayments in 30 days before the nature due date of security for the performance by said lessee of its obligations under said lease or such installment; (ii) bound by any amendment or modification of to the lease Lease made without the consent of Beneficiary Mortgagee or such successor in interest; (iii) liable for any previous act or omission of Mortgagor (or its predecessors in interest); (iv) responsible for any monies owing by Mortgagor to the credit of such lessee or subject to any credits, offsets, claims, counterclaims, demands or defenses which the lessee may have against Mortgagor (or its predecessors in interest); (v) bound by any covenant to undertake or complete any construction of the Premises or any portion thereof; or (vi) obligated to make any payment to such lessee other than any security deposit actually delivered to Mortgagee or such successor in interest. Each lease shall also provide thatlessee or other occupant, upon request by said Mortgagee or such successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.. In addition, Mortgagor agrees that each Lease entered into after the date of this Mortgage shall include language to the effect of subsections (d) and (e) of this Section and language to the effect that if any act or omission of Mortgagor would give any lessee under such Lease the right,

Leases. (a) Grantor will not (i) execute an assignment of Borrowers may amend or modify or permit the rents or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of any of the lease made Leases or the Lease Guaranties without Agent's prior written consent, unless such amendment or modification does any of the following (each a "Material Lease Modification"): (a) changes the rent or any other monetary obligations under any Lease; (b) changes the term of any Lease; (c) releases or limits the liability of any guarantor under any Lease or Lease Guaranty; (d) releases any security deposits or letters of credit or any other security or collateral under any Lease; (e) consents to the assignment, delegation or other transfer of rights and obligations under any Lease or Lease Guaranty; or (f) makes any other material change to the terms and conditions of any of the Leases or Lease Guaranties or increases in any material respect the obligations or liabilities of the landlord thereunder. Agent shall not unreasonably withhold its consent to any requested amendment to a Lease, so long as such amendment would not cause an Event of Beneficiary Default under subsections 8.1(l), (m), (n) or such successor (o) below. Borrowers shall not terminate or permit the termination of any of the Leases or the Lease Guaranties without Agent's prior written consent, which consent shall not be unreasonably withheld or delayed. If a Lease with any Tenant is restructured in interest. Each lease a manner that requires the Tenant to be replaced by a new tenant or is terminated by the Tenant or rejected in bankruptcy, then Borrowers shall also provide that, upon request by said successor in interest, such lessee shall execute identify a proposed new tenant and deliver an instrument to Agent a proposed lease with such new tenant within one hundred twenty (120) days thereafter. So long as the new tenant is reasonably acceptable to Agent and the new lease provides for rent payments in each year which are at least eighty percent (80%) of the rent payments which were due from the Tenant being replaced for such year, then Agent shall not unreasonably withhold or instruments confirming delay its consent to such attornmentproposed new tenant and new lease.

Leases. 2.4.1 Mortgagor shall (a) Grantor will not fulfill, perform and observe each and every condition and covenant of landlord or lessor contained in each of the Leases; (b) give prompt notice to Mortgagee of any claim of default or notice of any event or condition which, with notice or passage of time or both, would constitute a default under any of the Leases, whether given by or given to Mortgagor, together with a complete copy of any notice expressing such claim; (c) at no cost or expense to Mortgagee, enforce, short of termination, the performance and observance of each and every condition and covenant of each of the parties under the Leases; (d) appear in and defend any action against any one or more of Mortgagor, Mortgagee and the Premises arising out of, or in any manner connected with, any of the Leases, or the obligations or liabilities of any party thereto or any guarantor thereof; and (e) furnish to Mortgagee upon demand copies of all Leases. 2.4.2 Mortgagor shall not, without the prior written consent of Mortgagee, (i) execute an assignment enter into new leases, except (a) Leases of telecommunications facilities or capacity thereon in the rents ordinary course of business or any part thereof from the Premises without Beneficiary's prior consent, (iib) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired Leases for a term of less than one (1) year or more, provided, however, that any lease may be cancelled if promptly after (including renewals at the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that right of the lessee whose lease was cancelled, on substantially lessee) in connection with property not necessary to the same terms as the terminated or cancelled lease, operations of Mortgagor; (ii) modify any Leases; (iii) modify terminate or accept the surrender of any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, Leases; (iv) accept prepayments waive or release any other party from the performance or observance of any obligation or condition under any Leases; (v) give any consent to any assignment or sublease by any Tenant under any of the Leases; (vi) permit the prepayment of any rents under any of the Leases for more than one month prior to the accrual thereof; or (vii) assign its interest in, to or under any Leases or the rents, issues and profits from the Leases or from the Premises to any person or entity other than Borrower or Mortgagee, except as otherwise expressly permitted by Mortgagee. Mortgagor shall take no action which will cause or permit the estate of any installments Tenant under any of rents the Leases to become due under such leases, except prepayments merge with the interest of Mortgagor in the nature of security for the performance of the lessees thereunder, (v) modify, release Premises or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease portion thereof. Mortgagor shall and does hereby authorize and direct each and every present and future Tenant of all or a substantial portion any part of the Premises except to pay all rent (and any other sums due the landlord under the Lease) to Mortgagee and to perform all other obligations of that Tenant for actual occupancy the direct benefit of Mortgagee, as if Mortgagee were the landlord under the Lease with that Tenant, immediately upon receipt of a demand by the lessee thereunder Mortgagee to make such payment or its property managerperform such obligations, and will at all times promptly and faithfully perform, it being acknowledged that no such demand by Mortgagee shall constitute or cause be deemed to be performed, all constitute any assumption by Mortgagee of any obligations of the covenantslandlord under such Lease. No Tenant shall have any responsibility to ascertain whether such demand is permitted hereunder or whether a default shall have occurred. Mortgagor hereby waives any right, conditions and agreements contained in all leases of the Premises claim or portions thereof demand it may now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance have against any such Tenant by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any reason of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent other sums or performance of obligations to or for more than one (1) month in advance, except prepayments in Mortgagee; and any such payment or performance to or for Mortgagee shall discharge the nature obligations of security such Tenant to make such payment or performance to or for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentMortgagor.

Leases. (a) Grantor will not (i) execute an assignment The Mortgagor shall, at its own cost and expense, perform, comply with and discharge all of the rents or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due Mortgagor under such leases, except prepayments in the nature of security all leases and agreements for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value use of the Mortgaged Property and use reasonable efforts to enforce or secure the security hereof. (b) Grantor will not execute any lease performance of all or a substantial portion each obligation and undertaking of the Premises except for actual occupancy by respective tenants under such leases and shall appear in and defend, at its own cost and expense, any action or proceeding arising out of or in any manner connected with the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained Mortgagor's interest in all any leases of the Premises or portions thereof now or hereafter existing, on Mortgaged Property. The Mortgagor shall permit no surrender nor assignment of any tenant's interest under said leases unless the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In assign or surrender is expressly reserved under the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) nor receive any payment installment of rent or additional rent for more than one (1) month in advanceadvance of its due date unless otherwise required pursuant to the terms of the applicable lease, except prepayments in nor execute any mortgage or create or permit a lien which may be or become superior to any such leases, nor permit a subordination of any lease to such mortgage or lien. The Mortgagor shall not materially modify or amend the nature telins of security for any such leases, nor borrow against or pledge the performance rentals from such leases, nor exercise or waive any default of the tenant thereunder without the prior consent of the Mortgagee. The Mortgagor agrees to obtain the Mortgagee's prior written approval before entering into any lease with a term of five (5) years or more. Should the Mortgagor fail to perform, comply with or discharge any material obligations of the Mortgagor under any lease or should the Mortgagee become aware of or be notified by said lessee any tenant under any lease of a material failure on the part of the Mortgagor to so perform, comply with or discharge its obligations under said lease lease, the Mortgagee may, but shall not be obligated to, and without further demand upon or (ii) notice to the Mortgagor, and without waiving or releasing the Mortgagor from any amendment or modification obligation in this Mortgage GP:3764046 v1 9 contained, remedy such failure, and the Mortgagor agrees to repay upon demand all sums incurred by the Mortgagee in remedying any such failure together with interest at the Default Rate. All such sums, together with interest as aforesaid, shall become so much additional Secured Indebtedness, but no such advance shall be deemed to relieve the Mortgagor from any Event of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentDefault hereunder.

Leases. (a) Grantor will not With respect to the Leases, Borrower hereby agrees as follows: (i) Subject to the obligation of Lender to execute an assignment and deliver subordination, non-disturbance and attornment agreements in accordance with Section 6.11(b), any Lease hereafter entered into shall expressly provide that it is absolutely subject and subordinate to the liens of the rents or Initial Mortgage, and that at Lender's option exercised by notice to any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default Tenant thereunder, terminate or consent such Lease shall be made superior to the cancellation or surrender of any lease lien of the Premises or of any part thereofInitial Mortgage. Each Lease shall also provide that, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary the Lender of the remedies provided for hereby by Law or by lawthe Initial Mortgage, the lessee under each of the leases of the Premise Tenant thereunder will, at the option and upon request of any person Person succeeding to the interest of Grantor the Borrower as a result of such enforcement, automatically become the lessee Tenant of said such successor in interest, without change in the terms or other provisions of such lease, Lease; provided, however, that said such successor in interest shall not (A) be -------- ------- liable for any default (as defined in such Lease), act or omission of Borrower as landlord under the Lease, (B) be subject to any offset not expressly provided for in the Lease which shall have accrued prior to the time at which such person succeeded to Borrower's interest, or (C) be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments (to the extent such security has been turned over to such successor in interest) prepayment in the nature of security for the performance by said lessee the Tenant of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interestits Lease. Each lease Lease shall also provide that, upon request by said such successor in interest, such lessee Tenant shall execute and deliver an instrument or instruments confirming such attornment. Reference is hereby made to Section 291- f of the Real Property Law of the State of New York for the purpose of obtaining for Lender the benefits of such section in connection with the Initial Mortgage. (ii) Any agreement to pay leasing commissions in respect of the Leases shall provide that the obligation to pay such commissions shall not be enforceable against any party other than the party who entered into such agreement, and that such agreement shall be subordinate to the Initial Mortgage. (iii) Borrower agrees not to collect rent for more than one (1) month in advance, except (A) upon the execution of a new Lease by the parties thereto, provided that such advance rent in excess of one (1) month's rent is applied to the rents at the beginning of the term of such Lease; and (B) as a security deposit to be applicable either against the rent due at the end of the term of the Lease or in respect of damage to the Leased Space, or to be refunded upon the expiration of the term thereof. (iv) Borrower shall not, without providing Lender with ten (10) days' notice: (A) cancel, serve any notice of cancellation, terminate, or accept a surrender or suffer or permit any cancellation, termination or surrender of any Lease; (B) modify any Lease having an unexpired term of more than two (2) years, so as to reduce the term thereof or the rent payable thereunder or to change any renewal provisions therein contained; or (C) commence any summary proceeding or other action to recover possession of any Leased Space, other than a proceeding brought in good faith by reason of a default of any Tenant, provided that no adjudication in such proceeding that the same was brought by Borrower in bad faith shall be conclusive evidence as between Borrower and Lender that the proceeding was not brought in good faith. (v) Borrower shall not, without Lender's prior written consent, which consent shall not be unreasonably withheld, enter into any Lease other than a Lease (i) with a Tenant approved by Lender and (ii) which conforms to the Leasing Parameters. Borrower shall submit to Lender, promptly upon commencing negotiations with a prospective Tenant, the name of the Tenant and all information available to Borrower concerning the Tenant's business operations and financial condition. If Lender fails to object to such Tenant within four (4) Banking Days following receipt of such information, the Tenant shall be deemed to have been approved. With respect to Leases which do not conform to the Leasing Parameters, Borrower shall deliver a term sheet or other instrument identifying the essential economic terms of the leasing transaction, including fixed rent, escalations, term, renewal and expansion options, tenant improvement allowances or work letter and any other concessions. If the Tenant has not yet been approved, then the submission shall include the information described above reasonably necessary to obtain Lender's approval thereof. If Lender fails to object to such leasing terms, or any revisions thereof which may subsequently be submitted for approval (and, if not theretofore approved, such Tenant), within four (4) Banking Days from receipt of such documentation then the same shall be deemed to have been approved. (vi) Borrower shall not, without Lender's prior written consent, which consent shall not be unreasonably withheld, cancel, terminate or amend any Major Lease; consent to assignment of or subletting under any Major Lease (unless such consent is required to be given by the landlord in accordance with the express terms of such Lease), or commence any summary proceeding or other action to recover possession of any space leased pursuant to a Major Lease. If Lender has not responded to Borrower's request for approval of any of the foregoing within ten (10) Banking Days following receipt thereof, Lender's prior approval shall be deemed to have been granted. (vii) Every six (6) months during the term hereof, Borrower shall deliver to Lender its proposed Leasing Parameters for space which is, or is anticipated to become, vacant during the succeeding six (6) months. If Lender fails to approve such Leasing Parameters (which approval shall not be unreasonably withheld) within twenty (20) Banking Days from receipt thereof, then the same shall be deemed approved. (viii) Borrower shall deliver Estoppel Certificates to Lender with respect to Leases as required by Section 6.19. (ix) Borrower shall duly and punctually perform and observe all of the terms, covenants and conditions of all Leases required to be performed and observed by it as landlord thereunder. (b) Within ten (10) Banking Days after receipt of Borrower's written request, Lender shall (i) execute and deliver a subordination, non-disturbance and attornment agreement in the form attached hereto as Exhibit F, for each --------- Lease entered into subsequent to the date hereof pursuant to Section 6.11(a)(v) above or (ii) if the agreement is not in the form of Exhibit F, provide comments --------- with respect to the proposed form. Borrower shall pay, upon presentation of invoices therefor, Lender's actual, reasonable out-of-pocket costs incurred in connection with any such agreements. Notwithstanding the previous sentence, Borrower shall not be liable for such out-of-pocket costs if such agreement is presented to Lender and is executed in the form of Exhibit F (unmodified) and, --------- when presented to Lender, is accompanied by a letter from Borrower or Borrower's counsel certifying that such agreement is in the form of Exhibit F (unmodified). ---------

Leases. (a) Grantor will not Upon Lender’s request, Borrower shall furnish Lender with executed copies of all Leases entered into after the date hereof. All new Leases and renewals or amendments of Leases must (i) execute except for any Lease with an assignment affiliate of the rents Borrower as Tenant for 5,000 square feet or any part thereof from the Premises without Beneficiary's prior consentless for use as management offices, be entered into on an arms-length basis with Tenants that are not affiliates of Borrower and whose identity and creditworthiness is appropriate for tenancy in property of comparable quality, (ii) except where the lessee is in default thereunderprovide for rental rates and other economic terms that, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereoftaken as a whole, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing are at least equivalent to then-existing market rates, based on the applicable market, and otherwise contain terms and conditions that are commercially reasonable, in each case as determined by Borrower in the good faith exercise of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled leaseits reasonable business judgment, (iii) modify any such lease so as not reasonably be expected to shorten the unexpired term thereof or so as to decrease, waive or compromise result in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, a Material Adverse Effect and (iv) accept prepayments of more than one month of any installments of rents be subject and subordinate to become due under such leases, except prepayments in the nature of security Mortgages and contain provisions for the performance agreement by the Tenant thereunder to attorn to Lender and any purchaser at a foreclosure sale, such attornment to be self-executing and effective upon acquisition of title to the lessees thereunderapplicable Property by any purchaser at a foreclosure sale. Lender, at the request of Borrower (vand at Borrower’s sole cost and expense, provided that any Servicer’s fee in connection therewith shall not exceed $1,500 in each instance) modifyshall enter into a subordination, release attornment and non-disturbance agreement on Lender’s then standard form (with such modifications thereto as may be reasonably acceptable to Lender) or terminate on such other form reasonably satisfactory to Lender, with respect to any guaranties Lease entered into after the Closing Date in accordance herewith where the Tenant thereunder requires the delivery of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereofa subordination, attornment and non-disturbance agreement. (b) Grantor will Any Lease that does not execute any lease conform to the standards set forth in Section 5.7(a) shall be subject to the prior written consent of Lender, which consent shall not be unreasonably withheld, delayed or conditioned. In addition, all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property managernew Leases that are Major Leases, and will at all times promptly and faithfully perform, terminations or cause to be performed, all acceptances of surrender of Major Leases (other than upon the covenants, conditions and agreements contained in all leases exercise of the Premises or portions thereof now or hereafter existing, a unilateral right on the part of the lessor thereunder Tenant expressly set forth in such Lease or upon the occurrence of a material default by such Tenant), renewals of Major Leases (other than upon the exercise of a unilateral right on the part of the Tenant expressly set forth in such Lease or other than a renewal on terms such that such Lease is no longer a Major Lease), and material amendments of Major Leases (other than to evidence an exercise of a unilateral right on the part of the Tenant expressly set forth in such Major Lease), and any surrender of rights under or consent to assignment of any Major Lease, shall be subject to the prior written consent of Lender, not to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligationsunreasonably withheld, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receiptdelayed or conditioned. (c) In Borrower shall (i) observe and punctually perform all the event material obligations imposed upon the lessor under the Leases; (ii) in the good faith exercise of its reasonable business judgment, enforce all of the enforcement by Trustee or Beneficiary material terms, covenants and conditions contained in the Leases on the part of the remedies provided for hereby lessee thereunder to be observed or performed, short of termination thereof, except that Borrower may terminate any Lease, following a material default thereunder by law, the lessee under each respective Tenant; (iii) not collect any of the rents thereunder more than one month in advance; (iv) not execute any assignment of lessor’s interest in the Leases or associated rents other than the assignments of rents and leases under the Mortgages; (v) not cancel or terminate any guarantee of any of the Premise will, upon request Major Leases without the prior written consent of any person succeeding to the interest of Grantor as Lender (except in conjunction with a result termination or surrender of such enforcementMajor Lease permitted hereunder without Lender’s consent), automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest which consent shall not be bound unreasonably withheld, delayed or conditioned and (vi) not permit any subletting of any space covered by (i) any payment of rent a Major Lease or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification an assignment of the lease made Tenant’s rights under a Major Lease (in either case, unless required by the terms of such Lease or permitted under such Lease without the consent of Beneficiary Borrower), without Lender’s consent, not to be unreasonably withheld. Borrower shall deliver to each new Tenant a Tenant Notice upon execution of such Tenant’s Lease, and promptly thereafter deliver to Lender a copy thereof and evidence of such Tenant’s receipt thereof. (d) Security deposits of Tenants under all Leases shall be held in compliance with Legal Requirements and any provisions in Leases relating thereto. Borrower shall maintain books and records of sufficient detail to identify all security deposits of Tenants separate and apart from any other payments received from Tenants. Borrower hereby pledges to Lender Borrower’s rights in respect of each such letter of credit, bond or such successor in interestother instrument as security for the Indebtedness. Each lease shall also provide thatUpon the occurrence of an Event of Default, Borrower shall, upon Lender’s request, deposit with Lender in an Eligible Account pledged to Lender an amount equal to the aggregate security deposits of the Tenants (and any interest theretofore earned on such security deposits and actually received by Borrower), and any such letters of credit, bonds or other instruments that Borrower had not returned to the applicable Tenants or applied in accordance with the terms of the applicable Lease (and failure to do so shall constitute a misappropriation of funds pursuant to Section 8.19(b)). Upon the acceleration of the Loan following the occurrence of an Event of Default, Borrower shall deliver each such letter of credit to Lender and shall use commercially reasonable efforts to cause Lender to be the named beneficiary under any such letter of credit; provided that Borrower’s failure to deliver any such letter of credit to Lender or, in lieu thereof, cause Lender to be the named beneficiary under any such letter of credit (or a replacement letter of credit) shall constitute a misappropriation of funds pursuant to Section 8.19(b)(iv) in the face amount of each such letter of credit. (e) Borrower shall promptly deliver to Lender a copy of each written notice from a Tenant under any Major Lease claiming that Borrower is in default in the performance or observance of any of the material terms, covenants or conditions thereof to be performed or observed by Borrower. (f) All agreements entered into by or on behalf of Borrower that require the payment of Leasing Commissions or other similar compensation to any party shall (i) provide that the obligation will not be enforceable against Lender with respect to any Lease entered into prior to a foreclosure or acquisition of possession of or title to the Property by Lender or its assigns or designees and (ii) be subordinate to the lien of the Mortgage. (g) Whenever Lender’s approval or consent is required pursuant to the provisions of this Section, Lender’s consent and approval shall be deemed given if: (i) the first correspondence from Borrower to Lender requesting such approval or consent contains a bold-faced, conspicuous legend at the top of the first page thereof stating “FIRST NOTICE: THIS IS A REQUEST FOR CONSENT UNDER THE GREENWAY PLAZA LOAN. FAILURE TO RESPOND TO THIS REQUEST WITHIN 5 BUSINESS DAYS MAY RESULT IN THE REQUEST BEING DEEMED GRANTED,” and is accompanied by such information and documents as is reasonably required for Lender to adequately evaluate such request and as requested by said successor Lender in interestwriting prior to the expiration of such 5 Business Day period, and (ii) if Lender fails to respond to such lessee shall execute request for approval or consent in writing within such 5 Business Day period, a second notice requesting approval is delivered to Lender from Borrower containing a bold-faced, conspicuous legend at the top of the first page thereof stating that “SECOND AND FINAL NOTICE: THIS IS A REQUEST FOR CONSENT UNDER THE GREENWAY PLAZA LOAN. FAILURE TO RESPOND TO THIS REQUEST IN WRITING WITHIN 5 BUSINESS DAYS WILL RESULT IN YOUR APPROVAL BEING DEEMED GRANTED,” and deliver an instrument or instruments confirming is accompanied by such attornmentinformation and documents as is reasonably required for Lender to adequately evaluate such request and as requested by Lender in writing prior to the expiration of such 5 Business Day period, and (iii) Lender fails to respond to such request prior to the expiration of such second period.

Leases. (a) Grantor will not (i) execute an assignment Each of the rents or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent Borrower and Operating Lessee represents and warrants to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates Lender with respect to the status Leases that: (a) the rent roll attached hereto as Schedule V is true, correct and complete and the Property is not subject to any Leases other than the Operating Lease, the Leases described in Schedule V, and the tour desk license agreement at two (2) Individual Properties, (b) the Leases identified on Schedule V are in full force and effect and, to Borrower’s and Operating Lessee’s Actual Knowledge, there are no defaults thereunder by any party thereto and no conditions that, with the passage of such leasestime or the giving of notice, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. or both, would constitute defaults thereunder, (c) In the event copies of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by lawLeases identified on Schedule V delivered to Lender are true, the lessee under each of the leases of the Premise willcorrect and complete, upon request of any person succeeding to the interest of Grantor as a result of such enforcementand there are no oral agreements with respect thereto, automatically become the lessee of said successor in interest, without change in the terms (d) no Rent (including security or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (ideposits) any payment of rent or additional rent for under the Leases has been paid more than one (1) month in advanceadvance of its due date, (e) all work, if any, to be performed by the landlord under each under the Leases has been performed as required and has been accepted by the applicable Tenant, (f) any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by the landlord to any Tenant under the Leases has already been received by such Tenant, (g) all security or other deposits (if any) are being held in accordance with the applicable Leases and all applicable Legal Requirements, (h) neither Borrower nor Operating Lessee has knowledge of any notice of termination or default with respect to any Lease, (i) neither Borrower nor Operating Lessee assigned or pledged any of the Leases, the rents or any interest therein except prepayments to Lender, (j) the Leases do not contain any option, right of first refusal or offer or any other preferential right to purchase all or any portion of, or interest in, the Property, or any right or option for additional space in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.Improvements,

Leases. (a) Grantor will not (i) execute an assignment 12.1. Any current or future incentives granted to the Lessees pursuant to the Leases, such as rent-free periods and contributions to investments, shall be for the account of the rents Buyer and have been taken into account in the Purchase Price, with the exception of the one-time rent exemption which may be granted to Staay – van Rijn B.V. in relation to the EIA subsidy as referred to in clause 30.4 of the lease agreement between Staay – van Rijn B.V. and the Seller dated 6 March 2017 shall remain for the account of the Seller, for which the Seller shall fully indemnify the Buyer. The foregoing does not change (and the Parties agree) that the EIA subsidy as referred to in clause 30.4 of the lease agreement between Staay – van Rijn B.V. and the Seller dated 6 March 2017 shall (if granted) be for the benefit of the Seller. 12.2. The deposits provided by the Lessees have been listed in Annex 14 to this Agreement and shall be settled between the Parties on the Transfer Date, such in accordance with Clause 6.1. 12.3. Insofar as necessary, the Seller shall fully cooperate with having any bank and/or corporate (parent company) guarantees registered in the name of the Buyer. 12.4. In relation to the circumstance that the Lessees are obligated to make a security deposit or any part thereof supply a bank guarantee in regard to the Leases and the Buyer was not able to ascertain that all Lessees have fulfilled this obligation and/or one or more of the security cannot be transferred to the Buyer on the Transfer Date, the Seller hereby warrants the payment obligations of all such Lessees to the Buyer and shall indemnify the Buyer in such respect, subject to the following conditions: a. the Buyer shall use its commercially reasonable best efforts to compel the respective Lessee to supply the security agreed upon directly to the Buyer; b. the Buyer can only claim payment under this Clause from the Premises without Beneficiary's prior consentSeller for payments by the Lessees for which the missing security was intended for, (ii) except where the lessee is in default thereunder, terminate or consent up to the cancellation or surrender of any lease amount due by the Lessee and a maximum of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the agreed upon amount of the rents payable thereunder security; c. this warranty and indemnity applies only to the Leases/Lessees that are set out in Annex 20, and ends in respect to each Lease/Lessee on the moment on which the respective security is validly and completely supplied directly to the Buyer by that Lessee, and shall lapse fifteen (15) months after the Transfer Date, unless to the extent the Buyer has sent a notice to the Seller with a claim pursuant to this Clause. The Seller shall and shall procure that each of its group companies shall not claim under any security deposit or materially expand the obligations bank guarantee or other security provided by any of the lessor thereunder, Lessees or in relation to any of the Leases. 12.5. Each of the Seller and Logistic Park Venlo III B.V. (iv) accept prepayments of more than one month also on behalf of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (viits successor(s) in title (rechtverkrijgenden)) hereby irrevocably and unconditionally waives any other manner impair rights it may have to claim under the value of the Mortgaged Property or the security hereof. bank guarantee provided by Deutsche Bank AG dated 31 July 2018 (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5Staay-Van Rijn B.V.) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest benefit of Grantor as a result Logistic Park Venlo III B.V. (regardless the title of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentclaim).

Leases. Distributor agrees that all leases for the New Aerosoles Retail Locations (acollectively, “Lease(s)”) Grantor shall be on commercially reasonable terms. Distributor will not use commercially reasonable efforts to: (iA) execute an assignment ensure that such Leases contain options to renew on stated financial terms, and (B) request the landlord to include in the Lease and, with respect to any existing lease as of the rents Effective Date of a Aerosoles Retail Location that is renewed, for each stand alone New Aerosoles Retail Location an option that allows for (but does not require) the Lease to be assigned to Distributor’s successor in interest to this Agreement or to either Licensor, either Licensor’s parent company or any part thereof from the Premises without Beneficiary's prior consentof their respective Affiliates or subsidiaries (each a, (ii) except where the lessee is in default thereunder“Licensor Party”), terminate or consent but which option does not require any Licensor Party to the cancellation or surrender of accept any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, such assignment; provided, however, Licensor acknowledges that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties renegotiation of any such existing lease upon any renewal thereof will be subject to the terms and conditions of such existing lease and in landlord’s sole discretion, and therefore any failure by Distributor to achieve the foregoing shall not be breach of this Agreement. If the landlord allows any such option for assignment, Distributor will use commercially reasonable efforts to ensure that the terms of such assignable Lease do not restrict such parties from operating any stores in the country in which such New Aerosoles Retail Location is located, whether under the Property or (vi) otherwise. In no event will any Lease or agreement for a New Aerosoles Retail Location in any other manner impair way restrict any Licensor Party from conducting business in the value of Territory, either during the Mortgaged Property Term, or after the security hereof. (b) Grantor will not execute any lease expiration or termination thereof. Upon request, Distributor shall deliver to Licensor a copy of all or a substantial portion of 65885126_10 Leases for the Premises except for actual occupancy by the lessee thereunder or its property managerNew Aerosoles Retail Locations, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status existing Aerosoles Retail Locations upon any renewal of such leases, Grantor the leases for all existing Aerosoles Retail Locations, along with a certified English translation with respect to New Aerosoles Retail Locations in countries where English is not the first language. Distributor shall exercise its right to request such certificates within five (5) days notify Licensor of any demand therefor default notice sent by Beneficiary a landlord, and Licensor shall deliver copies thereof have the right, but not the obligation, to Beneficiary promptly upon receipt. cure such default on behalf of and at the expense of Distributor (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as if such default is a result of Distributor’s and not Licensor’s acts or omissions), if the Distributor fails to cure such enforcement, automatically become default as and when required by the lessee landlord. Distributor shall not place any lien or financing upon the Lease or leases of said successor in interestcurrently existing Aerosoles Retail Locations, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentLicensor’s prior written consent.

Leases. The rent roll attached hereto as Schedule 3 together with the schedules and the exhibits attached to such rent roll (acollectively, the “Rent Roll”) Grantor will is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll and those additional Leases (if any) on Schedule 2 attached hereto and any existing subleases thereunder. No Person has any possessory interest in the Property or right to occupy the same except under and pursuant to the provisions of the Leases (and any existing subleases thereunder). As of the date hereof (i) execute an assignment Borrower is the owner and holder of the rents or any part thereof from the Premises without Beneficiary's prior consent, landlord’s interest under each Lease; (ii) there are no prior assignments of the landlord’s interest by Borrower (and to Borrower’s knowledge any prior landlord) in any Lease or any portion of Rents which are presently outstanding and have priority over the Assignment of Leases and Rents; (iii) true and correct copies of the Leases have been delivered by Borrower to Lender or made available to Lender and, the Leases have not been further modified or amended, except where as disclosed to Lender in writing on or prior to the lessee date hereof; (iv) each Lease is in full force and effect; (v) except as disclosed on the Rent Roll or in any tenant estoppels delivered to Lender in connection with the Loan and which are dated within 60 days of the date hereof (collectively, the “Tenant Estoppels”), neither Borrower nor, to Borrower’s knowledge, any tenant under any Lease is in default thereunder, terminate or consent to the cancellation or surrender of under any lease of the Premises material terms, covenants or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that provisions of the lessee whose lease was cancelledLease, on substantially the same terms and, except as the terminated disclosed to Lender in writing or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount Tenant Estoppels, Borrower knows of the rents payable thereunder or materially expand the obligations of the lessor thereunderno event which, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security but for the performance passage of time or the lessees thereundergiving of notice or both, (v) modify, release or terminate would constitute an event of default under any guaranties of any such lease or Lease; (vi) except as expressly set forth in the Leases, the Tenant Estoppels or on the Rent Roll, there are no offsets or defenses to the payment of any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises Rents; and (vii) except as disclosed on the Rent Roll or in any Tenant Estoppel, all Rents due and payable under each Lease have been paid in full and, except for actual occupancy estimated payments of operating expenses and taxes made by the lessee thereunder or its property managertenants in accordance with their Leases, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for no Rents have been paid more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification advance of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentdue dates thereof.

Leases. (a) Grantor will not (i) execute an assignment The Grantor has a good and marketable title to the Leasehold Estate created by each of the rents or any part thereof from Leases and is the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender owner of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms valid and subsisting interest as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise willLeases subject to no lien, upon request of any person succeeding to the interest of Grantor as a result of such enforcementexception, automatically become the lessee of said successor in interest, without change in the terms charge or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advanceencumbrance, except prepayments in the nature for any easements, covenants or restrictions of security for the performance by said lessee of its obligations under said lease or record; (ii) any amendment or modification each of the lease made without Leases is in full force and effect and has not been assigned, modified, amended, cancelled, surrendered, terminated, supplemented or extended in any way and except as may be disclosed by Landlord in any document delivered by Landlord to Lender in connection with the consent Loan; (iii) each of the Leases represents the entire agreement between the parties thereto as to the leasing of the Premises; (iv) to the best of Grantor's knowledge there is no default which has occurred and is continuing under any of the Leases nor has any act, omission and/or event occurred which, with notice, the passage of time, or both, would constitute a default under any of the Leases by either the lessor or the lessee thereunder; (v) all rental payments and other charges under the Leases which are due and owing from the lessee thereunder as of the date of the execution and delivery of this Leasehold Deed of Trust have been paid in full, including, but not limited to, the security deposits specified therein; (vi) this Leasehold Deed of Trust is and will remain a legal, valid, binding and enforceable first lien on and prior security interest in the Premises subject only to the exceptions referred to above; (vii) the Grantor has full right, power and authority to mortgage the Leases to the Beneficiary pursuant hereto subject to the terms and conditions of the Leases; (viii) the Grantor knows of no adverse claim to the title and/or possession of the Grantor or such successor the Landlords; and (ix) no fire or casualty has affected the Real Property and the Grantor knows of no actual or proposed condemnation or eminent domain proceeding or settlement in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentlieu thereof which may affect same.

Leases. With respect to the Properties, Borrower represents and warrants (a) Grantor will that the Leases are in full force and effect; (b) that the Rents and the Leases have not been heretofore sold, assigned, transferred, or set over by Borrower, Lxxx Lakes Owner or Maple Grove Owner or by any person or persons whatsoever (iother than in connection with the existing mortgage on the Lxxx Lakes Property held by The Prudential Insurance Company of America); (c) execute an assignment of that no material default exists on the rents or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, or the Lxxx Lakes Owner and/or Maple Grove Owner as lessor, (vd) modify, release or terminate that no Rents have been paid by any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent lessees for more than one (1) month in advance; (e) that the payment of none of the Rents have been or are promised to be waived, except prepayments released, reduced, discounted or otherwise discharged or compromised by Borrower, Lxxx Lakes Owner or Maple Grove Owner directly or indirectly by assuming any lessee’s obligations with respect to other premises; and (f) Borrower, Lxxx Lakes Owner and/or Maple Grove Owner has good right to sell, assign, transfer, and set over the same and to grant to and confer upon Lender the rights, interests, powers, and authorities herein granted and conferred and those granted and conferred in that certain Assignment of Rents and Leases dated simultaneously herewith relating to the Properties (other than any assignment of the Leases and Rent made in connection with the existing mortgage on the Lxxx Lakes Property held by The Prudential Insurance Company of America). The terms "Leases" and "Rents" herein shall have the definitions given to them in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentMortgage.