Common use of Leases Clause in Contracts

Leases. Borrower has delivered to Lender true and complete copies of all Leases pursuant to which any Borrower is the lessor at any of the Properties, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Report.

Leases. Borrower has delivered The Property is not subject to Lender true any leases other than the Leases described in the rent roll attached hereto as Schedule I and made a part hereof, which rent roll is true, complete copies and accurate in all respects as of all Leases pursuant to which any the Closing Date. Borrower is the owner and lessor at any (or sublessor) of landlord’s interest in the Properties, including all modifications and amendments thereto, which are in Borrower’s possessionLeases. Except for Borrower or affiliates of Borrower occupying all or any part of any Propertywith respect to the Permitted Encumbrances, no person Person has any possessory interest in the Property (or any of the Properties portion thereof) or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted EncumbrancesLeases. The Rent Roll is accurate current Leases are in full force and complete in all material respectseffect and, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth on the rent roll attached hereto as Schedule I or in any tenant estoppel certificate delivered to Lender, there are no uncured defaults thereunder by Borrower nor, to the best of Borrower’s knowledge, any other party thereunder and, to the best of Borrower’s knowledge, there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder. Except as set forth in any tenant estoppel certificate delivered to Lender, or as otherwise disclosed to Lender in the Exception ReportLease or by Borrower, upon foreclosure on any Property, with respect to each Lease at such Property either no Rent has been paid more than one (i1) Lender shall automatically succeed to the rights and obligations month in advance of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease its due date (other than in connection with common area maintenance the first month’s Rent under a new Lease). All security deposits are held by Borrower in accordance with applicable law. Except as set forth in any tenant estoppel certificate delivered to Lender, or as otherwise disclosed to Lender in the Lease or by Borrower, all work to be performed by Borrower under each Lease as of the Closing Date has been performed as required and has been accepted by the applicable Tenant, and any payments, free rent, partial rent, rebate of rent or other routine reconciliations) and no Tenant has the right payments, credits, allowances or abatements required to require be given by Borrower to perform any Tenant as of the Closing Date has already been received by (or finance credited to) such Tenant. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Material Alterations Lease or improvements to of the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatementsRents received therein, in each case case, which is outstanding. To Borrower’s knowledge, no Tenant listed on Schedule I has assigned its Lease or except as set forth in any tenant estoppel certificate delivered to Lender, or as otherwise disclosed to Lender in the Lease or by Borrower, sublet all or any portion of the premises demised thereby, no such Tenant holds its leased premises under assignment. Except as disclosed to Lender or except as set forth in a Lease or in any tenant estoppel certificate delivered to Lender, no Tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part. Except as disclosed to Lender or as set forth in the Exception ReportLeases or except as set forth in any tenant estoppel certificate delivered to Lender, no Tenant under any Lease has any right or option for additional space in the Improvements. Except as disclosed to Lender in writing or as set forth in the Leases or in any tenant estoppel certificate delivered to Lender, no tenant has (i) asserted any defense or otherwise sought or given notice (whether written or oral) that it intends to seek any relief or concessions with respect to the payment of rent or other sums or the performance of any obligations under its Lease or (ii) made any other bona fide request for or otherwise given written notice that it intends to seek any amendment, waiver, deferral, forbearance or other modification of any term or provision of its Lease, in each case (A) pursuant to any force majeure clause contained in its Lease or otherwise as a result of the COVID-19 pandemic or any Emergency Law and (B) other than requests, notices or defenses that have been withdrawn or resolved or are otherwise no longer outstanding.

Leases. Borrower has delivered to Lender true and complete copies of all Leases pursuant to which any Borrower is The Premises contains 299 apartment units including the lessor at any of the Properties, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrancestwo (2) office spaces. The Rent Roll is accurate a true, correct and complete in list, as of the date thereof, of all material respectsExisting Leases affecting the Premises; the expiration dates of the Existing Leases; the rents payable by tenants thereunder; and security deposits made by tenants and held by Seller, and tenant's portion of any accrued interest thereon, if required by applicable law. No tenant has any unilateral right or option to renew or extend the applicable Borrower that owns term of its lease except as otherwise disclosed in the Property covered Rent Roll. There are no sums to be credited to any tenant or any set-offs against rent which may be claimed by each any tenant by reason of any alterations, pre-paid rent, rental allowances, repairs, free rent, or otherwise pursuant to any written agreement between such tenant and Seller, except as otherwise disclosed in the Rent Roll. Any payments due to any tenant under any Existing Lease have been made. Except as disclosed on EXHIBIT D, no brokers or other intermediaries are entitled to receive any leasing, brokerage or other compensation out of or with respect to rents accruing under any Existing Leases pursuant to a written agreement between such brokers or other intermediaries and Seller, and no future Leases will make provision therefor. All obligations of Seller as landlord pursuant to Leases, including, without limitation thereto, decorating and alteration work, which shall have accrued at or prior to Closing will have been performed by Seller at or prior to Closing. No apartment is being rented free to any person except as shown on the Rent Roll is Roll. Copies of all Existing Leases, together with any modifications or amendments thereto are available for review during the lessor under such LeaseFeasibility Period by Buyer at the Premises. Except To the best of Seller's knowledge, all Existing Leases are in full force and effect, except as indicated on otherwise disclosed in the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any PropertyRoll. Subject to the The provisions of Section 4.7(athis subparagraph (a) and except as set forth in the Exception Reportshall survive Closing until October 1, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Report1996.

Leases. (a) Borrower has delivered 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 at any time that (i) payments are not being made to the Central Account, (ii) following repayment of the Mortgage Loan or (iii) following the occurrence of an Event of Default, 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 other form, shall, after and during the continuance of an Event of Default, be turned over to Lender true and complete copies of all Leases pursuant (together with any undisbursed interest earned thereon) upon Lender’s request therefor to which any Borrower is be held by Lender subject to the lessor at any terms of the Properties, including all modifications and amendments thereto, Leases. Any letter of credit or other instrument which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held Owner holds in lieu of cash security deposits) deposit shall be maintained in full force and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth effect in the Exception Reportfull amount of such deposits unless replaced by cash deposits as herein-above described and shall in all respects comply with any applicable Legal Requirements and otherwise be satisfactory to Lender. Borrower shall, upon foreclosure on any Propertyrequest, provide Lender with respect evidence satisfactory to each Lease at such Property either Lender of Borrower’s and Owner’s compliance with the foregoing. (c) Borrower (i) Lender shall automatically succeed cause Owner to observe and perform all of its material obligations under the rights Leases pursuant to applicable Legal Requirements and obligations shall not do or permit to be done anything to impair the value of the landlord under such Leases Leases; (ii) shall cause Owner to promptly send copies to Lender of all notices of material default which Owner shall receive under the Leases; (iii) shall, consistent with the Approved Manager Standard, enforce all of the terms, covenants and conditions contained in the Leases to be observed or performed; (iv) shall not permit Owner to collect any of the Rents under the Leases more than one (1) month in advance (except that Owner may collect in advance such security deposits as are permitted pursuant to applicable Legal Requirements and are commercially reasonable in the prevailing market); (v) shall not permit Owner to cancel or terminate any of the Leases may be terminated 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; (vii) shall cause Owner, in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expensethe Approved Manager Standard, to provide a subordinationmake 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, attornment and non-disturbance agreement in form and substance reasonably acceptable alter or amend any Major Space Lease or Premises Agreement without Lender’s consent, which consent will not be unreasonably withheld or delayed. In all instances that Owner is required to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or obtain the consent of Mortgage Lender prior to entering into any Lease, Lease amendment, modification or termination, Borrower shall cause Owner to obtain Lender’s consent to such proposed Lease, except Lease amendment, modification or termination prior to permitting or causing Owner to submit the extent required pursuant proposed Lease, Lease amendment, modification or termination to Section 4.7(b)) Mortgage Lender. Borrower shall, and shall cause Owner to, promptly send copies to Lender of all notices of material default which Owner shall receive under the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportLeases.

Leases. Borrower has delivered Upon receipt by Mxxxxxxxx, from time to Lender true and complete copies of all Leases pursuant to which any Borrower is the lessor at any of the Propertiestime, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Propertysecurity deposit, no person has prepaid rent permitted to be collected by Mortgagor, if any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than prepaid rent for the next succeeding calendar month), down payment or similar payments by a tenant, licensee or other user or a purchaser of all or a portion of the Mortgaged Property, Mortgagor shall deposit such sum in connection a separate escrow account with common area maintenance a national bank having banking offices in the state in which the Mortgaged Property is located. Mortgagor shall give Mortgagee written notice of the name and other routine reconciliations) address of the bank and no Tenant has the right account number of the escrow account. Mxxxxxxxx shall also give written authorization to require Borrower such bank to perform or finance permit Mortgagee to receive any Material Alterations or improvements information requested by Mortgagee from the bank as to the space covered status and balance of such account. Said sums shall be held in trust by its LeaseMxxxxxxxx and disbursed only upon the prior written approval of Mortgagee. Notwithstanding The prior written consent of Mortgagee shall not be required when by law or agreement Mortgagor is required to return any provision contained in this Agreement of such sums to the contraryparty who deposited it with Mortgagor. Mortgagor hereby assigns all of such bank accounts to Mortgagee as collateral security for the indebtedness secured by this Mortgage and Mxxxxxxxx agrees that after the occurrence of an Event of Default, Leases may contain the sums in said bank account (excluding any and all security deposits which are required by law and/or the same terms of any specific lease to remain in escrow) shall be expressly permitted hereunder without notice payable, at the election of Mortgagee, to or the consent Mortgagee as assignee of Lendersuch bank accounts; provided, except to the extent required pursuant to Section 4.7(b)) the rights however that Mortgagee shall have no liability for any misapplication of tenants to receive reimbursement, contribution or allowance said sums by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportMxxxxxxxx.

Leases. Borrower has The Loan Parties have delivered to Lender the Agent true and complete copies of all the Leases pursuant and any amendments thereto relating to which any Borrower is the lessor at any each Collateral Property required to be delivered as a part of the Properties, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any Eligible Real Estate Qualification Documents as of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrancesdate hereof. The Rent Roll is An accurate and complete Rent Roll in all material respects, and respects as of the applicable Borrower that owns date of inclusion of each Collateral Property in the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters Collateral with respect to all Leases of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject the Collateral Property has been provided to the provisions Agent. The Leases previously delivered to Agent as described in the preceding sentence constitute as of Section 4.7(a) the date thereof the sole material agreements relating to leasing or licensing of space at such Collateral Property and in the Building relating thereto. No tenant under any Lease is entitled to any free rent, partial rent, rebate of rent payments, credit, offset or deduction in rent, including, without limitation, lease support payments or lease buy-outs, except as reflected in such Leases or such Rent Roll. Except as set forth in Schedule 6.22, the Exception ReportLeases reflected therein are, upon foreclosure on as of the date of inclusion of the applicable Collateral Property in the Collateral, in full force and effect in accordance with their respective terms, without any Propertypayment default or any other material default thereunder, nor are there any material defenses, counterclaims, offsets, concessions or rebates available to any tenant thereunder, and except as reflected in Schedule 6.22, no Borrower has given or made, any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to each Lease at such Property either (i) Lender shall automatically succeed any of the Leases, and to the rights and obligations best of the landlord under knowledge and belief of the Loan Parties, there is no basis for any such Leases (ii) claim or such Leases may be terminated notice of default by any tenant except in accordance with the case of any early termination provisions within such Lease. Lender agreesof the foregoing, at Borrower’s sole cost and expense, to provide those matters which would not result in a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any LeaseMaterial Adverse Effect. No Borrower knows of any condition which with the giving of notice or the passage of time or both would constitute a default on the part of any tenant with respect to the material amounts are payable by Borrower to any Tenant terms under a Lease or of the respective Borrower as landlord under the Lease, which would result in a Material Adverse Effect. No security deposit or advance rental or fee payment (more than 2 months in advance) has been made by any lessee or licensor under the Leases except as may be specifically designated in the copies of the Leases furnished to the Agent or as otherwise disclosed to Agent in writing. No property other than in connection the Collateral Property which is the subject of the applicable Lease is necessary to comply with common area maintenance and other routine reconciliationsthe requirements (including, without limitation, parking requirements) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Reportsuch Lease.

Leases. The Borrower has delivered to Lender the Agent (i) true copies of the forms of the Leases used by the Borrower at the Collateral Property as of the date hereof and (ii) true, correct and complete copies of the Leases and any amendments or other agreements thereto relating to the Collateral Property as of the date of inclusion of the Collateral Property in the Collateral. An accurate and complete Rent Roll and summary thereof in a form reasonably satisfactory to the Agent as of the date of inclusion of the Collateral Property in the Collateral with respect to all Leases of any portion of the Collateral Property has been provided to the Agent. The Leases reflected on such Rent Roll constitute as of the date thereof the sole agreements and understandings relating to leasing or licensing of space at the Collateral Property and in the Building relating thereto. Each of the Leases was entered into as the result of arms-length negotiation and has not been modified, changed, altered, assigned, supplemented or amended in any respect, except as set forth in a separate written certification delivered to Agent prior to the acceptance of such Collateral Property as Collateral, and no tenant is entitled to any free rent, partial rent, rebate of rent payments, credit, reduction or alternate rent, offset or deduction in rent, including, without limitation, lease support payments, lease buy-outs or reduced or altered rent as a result of the operation of any co-tenancy or similar clause, except as set forth in a separate written certification delivered to Agent prior to the acceptance of such Collateral Property as Collateral. There are no occupancies, rights, privileges or licenses in or to the Collateral Property or portion thereof other than pursuant to the Leases reflected in Rent Rolls previously furnished to the Agent for the Collateral Property. Except as set forth in a separate written certification delivered to Agent prior to the acceptance of such Collateral Property as Collateral, (a) the Leases reflected in the Rent Roll are in full force and effect in accordance with their respective terms, without any payment default or any other material default thereunder, nor are there any defenses, counterclaims, offsets, concessions or rebates available to any tenant thereunder, and neither the Borrower, the Guarantors nor any of their respective Subsidiaries has given or made any notice of any payment or other material default, or any claim, which any Borrower is the lessor at remains uncured or unsatisfied, with respect to any of the PropertiesLeases, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates (b) no tenant under any Lease has a currently effective right to terminate its Lease as a result of Borrower occupying all or any part the operation of any Propertyco-tenancy or similar clause. The separate written certification delivered to Agent prior to the acceptance of such Collateral Property as Collateral accurately and completely sets forth all rents payable by and security, if any, deposited by tenants, no person has any possessory interest tenant having paid more than one month’s rent in any of the Properties advance. All tenant improvements or right work to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease be done for tenants on the Rent Roll is Roll, furnished or paid for by the lessor under such Lease. Except as indicated on Borrower, the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all Guarantors or any portion of their respective Subsidiaries, or credited or allowed to a tenant, for, or in connection with, the Building pursuant to any Property. Subject Lease has been completed and paid for or provided for in a manner satisfactory to the provisions of Section 4.7(a) and Agent except as set forth in the Exception Report, upon foreclosure on any Property, with respect separate written certification delivered to each Lease at such Property either (i) Lender shall automatically succeed Agent prior to the rights and obligations acceptance of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any LeaseCollateral Property as Collateral. No material amounts leasing, brokerage or like commissions, fees or payments are payable by Borrower to due from the Borrower, the Guarantors or any Tenant under a Lease (other than of their respective Subsidiaries in connection with common area maintenance and other routine reconciliations) and no Tenant has respect of the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Reportseparate written certification delivered to Agent prior to the acceptance of such Collateral Property as Collateral.

Leases. Borrower has delivered to Lender true (i) Trustor shall provide Beneficiary with true, correct and complete copies of all Leases pursuant material Leases, together with such other information relating to which the Leases, as the Lenders shall reasonably request. Except as otherwise permitted under the Credit Agreement, Trustor shall not accept prepayments of rent for any Borrower is period in excess of three (3) months and shall perform all covenants of the lessor at under all Leases affecting the Trust Estate. Leases, as used herein, includes any of the Properties, including all modifications extensions or renewals thereof and any amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates Trustor shall perform and carry out all of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases to be performed by Trustor and shall appear in and defend any action in which the validity of any Lease is at issue and commence and maintain any action or Permitted Encumbrancesproceeding necessary to establish or maintain the validity of any lease and to enforce the provisions thereof, (ii) If a leasehold estate constitutes a portion of the Trust Estate, then, except as otherwise permitted under the Credit Agreement, Trustor agrees not to amend, change, terminate or modify such leasehold estate or any interest therein without the prior written consent of the Lenders. The Rent Roll is accurate Consent to one amendment, change, agreement or modification shall not be deemed to be a waiver of the right to require consent to other, future or successive amendments, changes, agreements or modifications. Trustor agrees to perform all obligations and complete agreements under said leasehold and shall not take any action or omit to take any action which would affect or permit the termination of said leasehold. Trustor agrees to promptly notify Beneficiary’ in writing with respect to any default or alleged default by any party thereto and to deliver to Beneficiary copies of all material respectsnotices, demands, complaints or other communications received or given by Trustor with respect to any such default or alleged default. Beneficiary shall have the option to cure any such default and to perform any or all of Trustor’s obligations thereunder. All sums expended by Beneficiary in curing any such default shall be secured hereby and shall be immediately due and payable without demand or notice and shall bear interest from date of expenditure at Agreed Rate. (iii) Subject to the Credit Agreement and except as otherwise permitted under the Credit Agreement, each Lease of any portion of the Trust Estate shall be absolutely subordinate to the lien of this Deed of Trust, but shall contain a provision satisfactory to the Lenders, and in any event, each tenant thereunder, by virtue of executing a Lease covering the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all Premises or any portion thereof, hereby agrees, that in the event of the exercise of the private power of sale or a judicial foreclosure hereunder, such Lease, at the option of the purchaser at such sale, shall not be terminated and the tenant thereunder shall attorn to such purchaser and, if requested to do so, shall enter into a new Lease for the balance of the term of such Lease then remaining upon the same terms and conditions. Each such Lease shall, at the request of the Lenders, be assigned to Beneficiary upon the Lender’s approved form, and each, such assignment shall be recorded and acknowledged by the tenant thereunder. Concurrently with the execution of any Property. Subject and all Leases executed after the date hereof, Trustor shall cause the tenants thereunder to the provisions of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide execute a subordination, attornment and non-disturbance and attornment agreement in favor of Beneficiary in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements satisfactory to the space covered by its Lease. Notwithstanding any provision contained in this Agreement Lenders and immediately thereafter deliver such agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportBeneficiary.

Leases. (A) All Leases entered into by Borrowers shall provide for rental rates comparable to then-existing local market rates and terms and conditions commercially reasonable and consistent with then-prevailing local market terms and conditions for similar type properties, and in no event shall any Borrower, absent Lender’s prior written consent, enter into any Leases (i) other than residential apartment leases having lease terms not in excess of two (2) years, or (ii) with Affiliates of any Borrower has delivered Party. Borrowers shall pay to Lender true upon demand all costs and complete expenses of Lender, including reasonable attorneys’ fees, incurred in connection with Lender’s review of any Lease. (B) All Leases entered into after the Closing Date with new tenants (i.e. not renewals of existing tenants as of the Closing Date) shall be written on Borrowers’ standard lease form currently in use which has been approved by Lender or such other form of Lease reasonably approved in writing by Lender; provided that notwithstanding the foregoing, the Borrowers may modify any standard lease form without such approval to the extent necessary to conform such form to any applicable Legal Requirements. Borrowers shall not materially change the standard lease form without Lender’s prior written consent, which consent shall not be unreasonably withheld or delayed, or except as necessary to comply with applicable Legal Requirements. (C) Each Borrower shall comply with, observe and perform all such Borrower’s obligations as landlord under all Leases of such Borrower’s Applicable Individual Property and shall not do or permit to be done anything to materially impair the value of the Leases as security for the Obligations. Borrowers shall promptly send Lender copies of any notices of default received from the tenant under any Lease and shall enforce all of the material terms, covenants and conditions contained in the Leases upon the part of the lessees thereunder to be observed or performed and shall effect a termination or diminution of the obligations of tenants under leases only in a manner that a prudent owner of a similar property to the Properties would enforce such terms covenants and conditions or effect such termination or diminution in the ordinary course of business. (D) Borrowers shall not collect any of the Rents under Leases more than one (1) month in advance (not including Security Deposits). (E) Borrowers shall make all Leases available to Lender or, at Lender’s request upon the occurrence and during the continuance of an Event of Default, shall furnish Lender with executed copies of all Leases pursuant to which any Borrower is the lessor at any of the Properties, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower hereafter made (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant not theretofore provided to Section 4.7(bLender)) . Each Lease at an Individual Property shall specifically provide that such Lease is subordinate to the rights Mortgage encumbering such Individual Property; and that in no event shall Lender, as holder of tenants such Mortgage or as successor landlord, be liable to receive reimbursementthe tenant for any act or omission of any prior landlord or for any liability or obligation of any prior landlord occurring prior to the date that Lender or any subsequent owner acquire title to such Individual Property. Each Lease entered into after the date hereof, contribution or allowance shall specifically provide that the tenant attorns to Lender, such attornment to be effective upon Lender’s acquisition of title to such Individual Property; that the tenant agrees to execute such further evidences of attornment as Lender may from time to time reasonably request; and that the attornment of the tenant shall not be terminated by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Reportforeclosure.

Leases. Borrower There are no leases, licenses or other agreements granting to any party any tenancy, license or right to use or occupy any portion of the Real Property other than the Leases (or, to the Knowledge of Seller, subleases, licenses, tenancies or other possession or occupancy agreements entered into by the tenants under Leases). Seller has delivered made available to Lender true the Purchasers true, correct and complete copies of all Leases pursuant to which any Borrower is the lessor at any each of the Properties, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such LeaseLeases. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth in on Section 15(x) of the Exception ReportSeller Disclosure Letter, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights each Lease is in full force and effect and constitutes valid, legal and binding obligations of the landlord under such Leases applicable Selling Entity and/or Specified Entity or upon formation of the PropCo Acquired Companies, the applicable PropCo Acquired Company, enforceable in accordance with their terms, subject to general principles of equity and to bankruptcy, insolvency, reorganization, moratorium or other similar laws presently or hereafter in effect affecting the rights of creditors or debtors generally, (ii) or such Leases may be terminated neither the applicable Selling Entity nor the applicable Specified Entity nor, upon formation of the PropCo Acquired Companies, the applicable PropCo Acquired Company nor any counterparty under any Lease is in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expensematerial default and, to provide the Knowledge of Seller, no event has occurred which with notice or the passage of time, or both, would constitute a subordinationmaterial default by any tenant under any Lease, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant (iii) there are no unpaid monetary obligations owed to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than tenant or tenant improvement allowances in connection with common area maintenance and other routine reconciliationsthe current term of the Tenant Leases (including, without limitation, the MSG Sphere Lease) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements entered into prior to the space covered by its Lease. Notwithstanding date hereof, and (iv) neither the applicable Selling Entity nor the applicable Specified Entity nor, upon formation of the PropCo Acquired Companies, the applicable PropCo Acquired Company, has given or received any provision contained written notice of the intention of any party to terminate or not renew any Lease or any assertion in this Agreement writing of any default, offset, counterclaim or deduction to the contrarypayment of rent that remains outstanding and, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights Seller’s Knowledge, no such default, or right of tenants to receive reimbursementoffset, contribution counterclaim or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Reportdeduction exists.

Leases. Borrower has delivered (a) Beneficiary shall approve any Material Lease executed after the date of this Deed of Trust as to Lender true form, content and complete copies financial strength of the tenant. At any time, within thirty (30) days after Notice from Beneficiary, Grantor will deliver to Beneficiary a written description in such reasonable detail as Beneficiary may request of all of the Leases, including, without limitation, the names of all tenants, the terms of all Leases and the Rents payable under all Leases. If any Material Lease provides for the giving by the tenant of certificates with respect to the status of such Lease, Grantor shall exercise its right to require such certificate within ten (10) days after any request by Beneficiary. Following the occurrence of an Event of Default and notice from Beneficiary, Grantor will notify all tenants under existing Leases, and agrees to notify all tenants under future Leases, that (i) Grantor collects and receives all Rents pursuant to the license granted to it hereunder, and (ii) upon Notice from Beneficiary that such license has been revoked, the tenants shall pay all unpaid Rent directly to Beneficiary. (b) So long as no Event of Default has occurred, Grantor shall have a license (which license shall terminate automatically and without Notice upon the occurrence of an Event of Default) to collect upon, but not prior to accrual, the Rents under the Leases and, where applicable, subleases, such Rents to be held in trust for Beneficiary. Each month, provided no Event of Default has occurred, Grantor may retain such Rents and proceeds from Resident Agreements as were collected that month and held in trust for Beneficiary. Upon revocation of such license and following notification to the tenants under the Leases by Beneficiary or the Trustees that Rents are to be paid to Beneficiary, all Rents shall be paid directly to Beneficiary and not through Grantor. A demand by Beneficiary on any Borrower is tenant for the lessor payment of Rent shall be sufficient to warrant such tenant to make future payments of Rent to Beneficiary without the necessity of further consent by Grantor. (c) Grantor, at any its sole cost and expense, will 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 Propertiesrespective tenants under any Leases and will appear in and defend, including all modifications at its sole cost and amendments theretoexpense, which are any action or proceeding arising under, or in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all any manner connected with, such Leases. (d) Grantor will not assign the whole or any part of the Leases or Rents without the prior written consent of Beneficiary, and any Propertyassignment without such consent shall be null and void. (e) Grantor will promptly perform all of its obligations under any Leases. Grantor will not, no person has without the prior written consent of Beneficiary, (i) cancel, terminate, accept a surrender of, reduce the payment of rent under any possessory interest Material Leases, or accept any prepayment of rent for more than one (1) month in advance under, any Lease or Resident Agreements, (ii) modify, amend or substitute any Material Leases, or (iii) permit a Lien on the Property superior to any Lease, other than this Deed of Trust. Beneficiary acknowledges that the community fee paid in connection with a Resident Agreement is not a prepayment of rent. (f) If any Leases are subordinate (either by their date, their express terms, or by subsequent agreement of the Properties or right tenant) to occupy this Deed of Trust, such Leases shall be subject to the same except under condition (and this Deed of Trust so authorizes) that, in the event of any sale of the Property pursuant to the provisions of Section 7.2 (Foreclosure), the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respectsshall, and at the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters sole option of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all Beneficiary or any portion of any Property. Subject to the provisions of Section 4.7(apurchaser at such sale, either (i) continue in full force and except effect as set forth in the Exception Reportrequired advertisement of sale, and the tenant or tenants thereunder will, upon foreclosure on any Propertyrequest, with respect attorn to each Lease and acknowledge in writing the purchaser or purchasers at such Property either sale or sales as landlord thereunder, or (ii) upon notice to such effect from Beneficiary, the Trustees or any purchaser or purchasers, terminate within ninety (90) days from the date of sale. As to any Lease, neither Beneficiary nor any purchaser or purchasers at foreclosure shall be bound by any payment of rent for more than one (1) month in advance or by any amendment or modification of the Lease made without the prior written consent of Beneficiary or, subsequent to a foreclosure sale, such purchaser or purchasers. (g) Neither the Trustees nor Beneficiary shall be obligated to perform or discharge any obligation of Grantor under any Lease. This assignment of the Leases in no manner places on Beneficiary or the Trustees any responsibility for (i) Lender shall automatically succeed to the rights and obligations control, care, management or repair of the landlord under such Leases Property, (ii) the carrying out of any of the terms and conditions of the Leases, (iii) any waste committed on the Property, or such (iv) any dangerous or defective condition on the Property (whether known or unknown). Grantor agrees to indemnify the Trustees and Beneficiary for, and forever hold them harmless from, any and all Claims arising out of, or in connection with, any Leases may or any assignment thereof. (h) Unless otherwise agreed to by Beneficiary, each Lease shall (i) be terminated in accordance with at market rents, (ii) be subordinate to the lien of this Deed of Trust, (iii) contain attornment language requiring each tenant to attorn to any early termination provisions within such Lease. Lender agreessubsequent purchaser of the Property, at Borrower’s sole cost and expense, to provide a subordination, attornment and (iv) not contain non-disturbance agreement in form and substance reasonably acceptable language entitling such tenant to Lender if expressly required pursuant remain at the Property after any sale of the Property except as specifically agreed to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than Beneficiary in connection with common area maintenance specified Leases, and other routine reconciliations) shall be in all respects acceptable to Beneficiary and no Tenant has the right to require Borrower to perform or finance any its counsel. Approved Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and not be amended, modified or terminated without the same shall be expressly permitted hereunder without notice to or the prior written consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportBeneficiary.

Leases. (a) All Major Leases shall in all respects be approved by Lender and shall be on a standard Lease form previously approved by Lender with no modifications (except as approved by Lender). Such Lease form shall provide that (i) the Major Lease is subordinate to the Mortgage, (ii) the tenant shall attorn to Lender, and (iii) that any cancellation, surrender, or amendment of such Major Lease without the prior written consent of Lender shall be voidable by Lender. Borrower has delivered shall hold, in trust, all tenant security deposits in a segregated account, and, to the extent required by applicable law, shall not commingle any such funds with any other funds of Borrower. Within ten (10) days after Lender’s request, Borrower shall furnish to Lender true a statement of all tenant security deposits, and complete copies of all Major Leases pursuant not previously delivered to which Lender, certified by Borrower as being true and correct. Notwithstanding anything contained in the Loan Documents, Lender’s approval shall not be required for future Leases or Lease extensions if the following conditions are satisfied: (A) there exists no Default or Event of Default; (B) the Lease does not conflict with any Borrower restrictive covenant affecting the Property or any other Lease for space in the Property; and (C) if the Lease is not a Major Lease. Lender shall execute and deliver a Subordination Non-Disturbance and Attornment Agreement in the lessor at any of the Propertiesform annexed hereto as Schedule IV to Tenants under future Major Leases approved by Lender promptly upon request with such commercially reasonable changes as may be requested by Tenants, including all modifications from time to time, and amendments thereto, which are in Borrower’s possession. Except for reasonably acceptable to Lender. (b) Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete (i) shall perform in all material respects, and respects the applicable obligations which Borrower that owns is required to perform under the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases Leases; (ii) or such Leases may shall enforce in all material respects the obligations to be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable performed by the tenants; (iii) shall promptly furnish to Lender if expressly required pursuant to any Lease. No material amounts are payable notice of default or termination received by Borrower from any tenant, and any notice of default or termination given by Borrower to any Tenant under a Lease tenant; (other iv) shall not collect any rents for more than thirty (30) days in connection with common area maintenance and other routine reconciliations) and no Tenant has advance of the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and time when the same shall become due, except for bona fide security deposits not in excess of an amount equal to two 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; (vii) shall not, except with Lender’s prior written consent, cancel or accept surrender or termination of any Major Lease; and (viii) shall not, except with Lender’s prior written consent, modify or amend any Major 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 Lease). Any action in violation of clauses (v), (vi), (vii), and (viii) of this Section 4.1.9(b) shall be expressly permitted hereunder without notice to or void at the consent election of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Report.

Leases. (a) Upon Lender’s request, Borrower has delivered to shall furnish Lender true and complete with executed copies of all Leases, together with a detailed breakdown of income and cost associated therewith to the extent the same has been prepared by Borrower. All new Leases pursuant to which any Borrower is the lessor at any and renewals or amendments of the PropertiesLeases must be entered into on an arms-length basis with Tenants whose identity and creditworthiness, including all modifications and amendments thereto, which are in Borrower’s possession. Except good faith judgment, is appropriate for Borrower or affiliates tenancy in property of Borrower occupying all or any part of any Propertycomparable quality, no person has any possessory interest must provide for rental rates and other economic terms which, in any of Borrower’s good faith judgment, taken as a whole, are at least equivalent to then-existing market rates, based on the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respectsapplicable market, and the applicable Borrower must contain terms and conditions that owns the Property covered by are commercially reasonable (in each case, unless Lender consents to such Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Propertyits sole discretion). Subject to the provisions terms of Section 4.7(athe Encumbered Property Debt Documents, all new Leases must provide that they are subject and subordinate to any current or future mortgage financing on the applicable Property and that the Tenant agrees to attorn to any foreclosing mortgagee at such mortgagee’s request, provided such mortgagee agrees to not disturb such Tenant’s tenancy except in accordance with its Lease. (b) All new Leases which are Major Leases, and except all terminations, renewals and material amendments of Major Leases, and any surrender of rights under any Major Lease, shall be subject to the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed. To facilitate Borrower’s leasing process, Borrower shall have the right to present prospective leasing transactions to Lender for its approval prior to the negotiation of a final Lease. Such presentation shall include a summary term sheet of all material terms of the proposed Lease or a draft of the proposed Lease together with any additional information concerning such proposed Lease and the proposed Tenant thereunder as may be reasonably requested by Lender (the “Lease Term Sheet”). Each request for approval of a Lease or a Lease Term Sheet shall be submitted to Lender in an envelope marked “URGENT – LENDER’S ATTENTION REQUIRED WITHIN 7 BUSINESS DAYS”, together with (i) a copy of the proposed Lease or the Lease Term Sheet, (ii) a summary of the economic terms thereof and any termination options contained therein together with a detailed breakdown of income and costs associated with the proposed Lease, and (iii) copies of all written materials obtained by the applicable Borrower in connection with its evaluation of the creditworthiness of the proposed Tenant, and shall be deemed approved if Lender shall not have notified Borrower in writing of its disapproval thereof and the reasons for such disapproval within three Business Days after Borrower shall have given Lender written notice confirming that at least seven Business Days have elapsed since such submission, which written notice shall be submitted to Lender in an envelope marked “URGENT – SECOND AND FINAL NOTICE – LENDER’S ATTENTION REQUIRED BY [DATE]”. If Lender approves or is deemed to have approved the Lease Term Sheet, Lender’s approval of the final Lease shall be limited to Lender’s reasonable confirmation that the final Lease does not (i) deviate in any material adverse respect from the terms set forth on the Lease Term Sheet or contain any material adverse terms not set forth in the Exception ReportLease Term Sheet, or (ii) deviate in any material respect from the approved Lease form (and otherwise such final Lease shall be subject to Lender’s reasonable written approval). Borrower shall deliver to Lender a copy of any Lease executed pursuant to a Lease Term Sheet together with an Officer’s Certificate indicating any material deviations from such Lease Term Sheet. (c) Borrower shall (i) observe and perform all the material obligations imposed upon the lessor under the Leases; (ii) enforce, to the extent commercially reasonable, all of the material terms, covenants and conditions contained in the Leases on the part of the lessee thereunder to be observed or performed, short of termination thereof, except that Borrower may terminate any Lease following a material default thereunder by the 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 the Encumbered Debt Documents; and (v) not cancel or terminate any guarantee of any of the Major Leases without the prior written consent of Lender. Borrower shall deliver to each new Tenant at a Mortgage Loan Collateral Property a Tenant Notice upon execution of such Tenant’s Lease or include same in such Tenant’s Lease or invoices, and promptly thereafter deliver to Lender a copy thereof and evidence of such Tenant’s receipt thereof. (d) To the extent required by applicable law, security deposits of Tenants under all Leases, whether held in cash or any other form, shall not be commingled with any other funds of Borrower and, if cash, shall be deposited by Borrower in an Eligible Account or such other account at such commercial or savings bank as may be reasonably satisfactory to Lender, which account (if any) is hereby pledged to Lender. Borrower shall, upon foreclosure Lender’s request, provide Lender with evidence reasonably satisfactory to Lender of Borrower’s compliance with the foregoing. During the continuance of any Event of Default, subject to the Encumbered Property Debt Documents, 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 any Property, such security deposits and actually received by Borrower) which Borrower had not returned to the applicable Tenants or applied in accordance with respect to each the terms of the applicable Lease. (e) Whenever a Lease at a Mortgage Loan Collateral Property is terminated, whether by buy-out, cancellation, default or otherwise, and Borrower is entitled to any payment, fee or penalty in respect of such termination, Borrower shall promptly cause such payment, fee or penalty to be deposited into an Eligible Account pledged to Mortgage Lender in accordance with the Mortgage Loan Agreement. Subject to the terms of the Encumbered Property either Debt Documents, whenever a Lease at an Other Property is terminated, whether by buy-out, cancellation, default or otherwise, and Borrower or a Property Owner is entitled to any payment, fee or penalty in respect of such termination (a “Termination Fee”), Borrower shall promptly cause such Termination Fee to be deposited into an Eligible Account pledged to Lender. Provided no Event of Default has occurred and is continuing, (i) Lender shall automatically succeed disburse such Termination Fee to Borrower at the rights written request of Borrower in respect of Leasing Commissions and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable Tenant Improvement costs incurred by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and replacement Leases at any Properties other routine reconciliations) and no Tenant has the right to require Borrower to perform than Value Add Pool Properties, Disposition Asset Properties or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent Property with an Aggregate Allocated Loan Amount of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatementszero, in each case provided such Lease is entered into in accordance with the terms of this Agreement. (f) Within ten Business Days after receipt of written request therefor, provided Lender has received a copy of the executed corresponding Lease, Lender shall execute and deliver to Borrower a subordination, non-disturbance and attornment agreement (an “SNDA”). If the form of the SNDA shall be prescribed by the Lease in question, and Lender shall have approved (or been deemed, in accordance with Section 5.7(b) hereof, to have approved) such Lease (and the form of SNDA was attached to the draft Lease that was delivered to Lender as set forth part of Borrower’s request for approval), Lender shall execute and deliver the SNDA in the Exception Reportform prescribed by such approved Lease. Notwithstanding the foregoing, in the case of any Lease as to which Lender’s approval is not required pursuant to this Section 5.7 where such tenant thereunder requests an SNDA, the SNDA to be executed and delivered by Lender shall be in substantially the form attached hereto as Exhibit G, and such form shall also be attached to Borrower’s standard form of Lease as approved by Lender. Lender agrees to reasonably negotiate the terms of the SNDA with any Tenant under any Lease, but shall not be required to execute an SNDA that differs in any material respect from the form attached hereto as Exhibit G. All reasonable out-of-pocket attorneys’ fees and disbursements incurred by Lender in connection with such SNDA shall be payable by Borrower within ten Business Days after Lender’s written request therefor, whether or not the SNDA is ultimately executed and/or recorded.

Leases. (a) All Leases and other rental arrangements shall in all respects be approved by Lender and shall be on a standard Lease form previously approved by Lender with no material modifications (except as approved by Lender). Such Lease form shall provide that (i) the Lease is subordinate to the Mortgage, (ii) the tenant shall attorn to Lender, provided Lender has agreed not to disturb tenant’s occupancy of its lease, and (iii) that any cancellation, surrender, or amendment of such Lease without the prior written consent of Lender shall be voidable by Lender. Within ten (10) days after Lender’s request, Borrower has delivered shall furnish to Lender true a statement of all tenant security deposits, and complete copies of all Leases pursuant not previously delivered to which any Lender, certified by Borrower as being true and correct. Notwithstanding anything contained in the Loan Documents, Lender’s approval shall not be required for future Leases or Lease extensions or modifications if the following conditions are satisfied: (A) there exists no Default or Event of Default; (B) the Lease is on the lessor at any standard Lease form approved by Lender with no material modifications, except for commercially reasonable changes agreed to in the ordinary course of the Properties, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower business, provided, however, there shall be no material modification to any provisions with regard to subordination and attornment, estoppels and other such certificates or affiliates of Borrower occupying all liability or indemnification clauses with respect to landlord without Lender’s prior written consent; (C) the Lease does not conflict with any restrictive covenant affecting the Property or any part other Lease for space in the Property; (D) the Lease is not and would not be, after any such extension or modification, a Major Lease; (E) the Lease shall provide for rental rates and landlord concessions comparable to existing local market rates, shall be an arms length transaction and in no event be with an Affiliate of any PropertyBorrower, no person has any possessory interest in any of the Properties or right to occupy the same except under and shall be established pursuant to the provisions Leasing Guidelines attached hereto as Schedule IV; (F) the Lease shall be to a tenant which Borrower, in its professional and commercially reasonably judgment, has determined is creditworthy; (G) the Lease shall not contain any options or right of renewal, extension or expansion by tenant at rental rates which are below reasonably comparable market rates at the time such Lease is to be executed; and (H) the Lease is for a term of not more than ten (10) years, exclusive of renewal options or rights, which together with the initial term shall not exceed fifteen (15) years). Lender shall execute and deliver a Subordination Non-Disturbance and Attornment Agreement in the form annexed hereto as Schedule IV to Tenants under future commercial Major Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respectsapproved by Lender promptly upon request with such commercially reasonable changes as may be requested by Tenants, from time to time, and the applicable which are reasonably acceptable to Lender. (b) Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed perform the obligations which Borrower is required to perform under the rights and obligations of the landlord under such Leases Leases; (ii) or such Leases may shall enforce the obligations to be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable performed by the tenants; (iii) shall promptly furnish to Lender if expressly required pursuant to any Lease. No material amounts are payable notice of default or termination received by Borrower from any tenant, and any notice of default or termination given by Borrower to any Tenant under a tenant; (iv) shall not collect any rents for more than thirty (30) days in advance of the time when the same shall become due, except for bona fide security deposits not in excess of an amount equal to two months rent; (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; (vii) shall not, except with Lender’s prior written consent, cancel or accept surrender or termination of any Lease; (viii) shall not, except with Lender’s prior written consent, modify or amend any Lease (other than 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 Lease), and (ix) any Lease termination or cancellation fees shall be paid to Lender and held in the Rollover Fund. Any action in violation of clauses (v), (vi), (vii), and (viii) of this Section 4.1.9(b) shall be void at the election of Lender. (c) Within thirty (30) days after the Closing Date, Borrower shall deliver to Lender the original of each Tenant Letter of Credit, together with a blank assignment for each Tenant Letter of Credit as Lender may reasonably require. While any Event of Default exists, Borrower shall use commercially reasonable efforts to obtain from the Issuing Bank its consent to an assignment of each Tenant Letter of Credit to Lender. Provided no Event of Default exists, Lender shall (a) at Borrower’s request, promptly return each or any Tenant Letter of Credit to Borrower in order to allow Borrower to apply or realize upon the same in accordance with the terms of the applicable lease or (b) at Borrower’s request, retain possession of each or any Tenant Letter of Credit, provided, however, that in the case of this clause (b) Lender shall take all steps reasonably necessary to assist Borrower in connection with common area maintenance and other routine reconciliations) and no Tenant has a draw upon the right to require Borrower to perform or finance any Material Alterations or improvements to same in accordance with the space covered by its terms of the applicable Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same Any proceeds of such a draw shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth deposited in the Exception ReportClearing Account.

Leases. (a) Borrower has delivered 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 at any time that (i) payments are not being made to the Central Account, or (ii) following repayment of the Mortgage Loan, then Lender shall have the immediate right to notify the bank in which the Collection Account is located to make payments directly to the Lockbox Account. 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 other form, shall, after and during the continuance of an Event of Default, be turned over to Lender true and complete copies of all Leases pursuant (together with any undisbursed interest earned thereon) upon Lender’s request therefor to which any Borrower is be held by Lender subject to the lessor at any terms of the Properties, including all modifications and amendments thereto, Leases. Any letter of credit or other instrument which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held Owner holds in lieu of cash security deposits) deposit shall be maintained in full force and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth effect in the Exception Reportfull amount of such deposits unless replaced by cash deposits as herein-above described and shall in all respects comply with any applicable Legal Requirements and otherwise be satisfactory to Lender. Borrower shall, upon foreclosure on any Propertyrequest, provide Lender with respect evidence satisfactory to each Lease at such Property either Lender of Borrower’s and Owner’s compliance with the foregoing. (c) Borrower (i) Lender shall automatically succeed cause Owner or Operating Tenant to observe and perform all of its material obligations under the rights Leases pursuant to applicable Legal Requirements and obligations shall not do or permit to be done anything to impair the value of the landlord under such Leases Major Space Leases; (ii) shall cause Owner to promptly send copies to Lender of all notices of material default which Owner shall receive under the Major Space Leases; (iii) shall, consistent with the Approved Manager Standard, enforce all of the terms, covenants and conditions contained in the Leases to be observed or performed; (iv) shall not permit Owner to collect any of the Rents under the Major Space Leases more than one (1) month in advance (except that Owner may collect in advance such security deposits as are permitted pursuant to applicable Legal Requirements and are commercially reasonable in the prevailing market); (v) shall not permit Owner to cancel or terminate any of the Leases may be terminated 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 any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expensethe Approved Manager Standard, to provide a subordinationmake 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, attornment 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 non-disturbance agreement in form and substance reasonably acceptable shall cause Owner to, promptly send copies to Lender if expressly required pursuant to any Lease. No of all notices of material amounts are payable by Borrower to any Tenant default which Owner shall receive under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportLeases.

Leases. Any Leases in excess of three thousand (3,000) square feet (each such Lease a “Material Lease”) written after the date hereof shall be subject to Lender’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed. Upon request, Borrower has delivered to shall furnish Lender true and complete with executed copies of all Leases pursuant entered into after the date hereof. All renewals of Leases and all proposed Leases shall provide for rental rates comparable to existing local market rates. All proposed Leases shall be on commercially reasonable terms and shall not contain any terms which would materially adversely affect Lender’s rights under the Loan Documents. Prior to entering into any Lease or any modification thereof, Borrower is shall cause Owner to obtain or cause the tenant to obtain all licenses, permits, approvals and consents required as a condition to such Lease and/or to tenant’s operation thereunder, including without limitation any and all consents and approvals required under any applicable Franchise Agreement, Ground Lease, Operations Agreement and/or License. All Leases executed after the date hereof shall provide that they are subordinate to the Mortgage encumbering the applicable Individual Property in favor of Mortgage Lender and that the lessee agrees to attorn to Mortgage Lender or any purchaser at a sale by foreclosure or power of sale. Borrower shall, and shall cause the related Manager to, (i) observe and perform the obligations imposed upon the lessor at under the Leases in a commercially reasonable manner; (ii) enforce (if and to the extent commercially reasonable to do so under the circumstances) the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner or terminate or amend such lease, in either case in a manner not to impair materially the value of the Individual Property involved except that no termination by Owner or acceptance of surrender by a tenant of any Material Lease shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Individual Property; provided, however, that no such termination or surrender of any Material Lease will be permitted without the written consent of Lender; (iii) not collect any of the Properties, including all modifications and amendments thereto, which are Rents relating to the Leases more than one (1) month in Borroweradvance (other than security deposits); (iv) not execute any other assignment of lessor’s possession. Except for Borrower interest in the Leases or affiliates of Borrower occupying all the Rents or any part of any Propertyother Gross Revenues (except as contemplated by the Loan Documents and the Mortgage Loan Documents); (v) not alter, no person has any possessory interest in any modify or change the terms of the Properties or right to occupy the same except under and pursuant to Leases in a manner inconsistent with the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate Loan Documents; and complete in (vi) execute and deliver at the request of Lender all material respectssuch further assurances, confirmations and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than assignments in connection with common area maintenance and other routine reconciliations) and no Tenant has the right Leases as Lender shall from time to require Borrower to perform or finance any Material Alterations or improvements time reasonably require. Notwithstanding anything to the space covered by its Lease. Notwithstanding contrary contained herein, Borrower shall not permit Owner to enter into a lease of all or substantially all of any provision contained Individual Property without Lender’s prior written consent, which consent may be withheld in this Agreement to the contrary, Leases may contain (Lender’s sole and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Reportabsolute discretion.

Leases. Borrower has delivered to Lender true and complete copies of all Leases pursuant to which any Borrower is the lessor at any of the Properties, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant (a) Notwithstanding anything to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respectscontrary herein, Mortgagor shall not enter into any Lease without Mortgagee’s prior written consent, and shall furnish to Mortgagee, upon execution, a complete and fully executed copy of each Lease. Mortgagor shall provide Mortgagee with a copy of each proposed Lease requiring the applicable Borrower that owns consent of Mortgagee and with any information requested by Mortgagee regarding the Property covered by proposed Tenant thereunder. Mortgagee may declare each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll to be prior or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right subordinate to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agreesthis Mortgage, at BorrowerMortgagee’s sole option. (b) Mortgagor shall, at its cost and expense, perform each obligation to provide a subordinationbe performed by the landlord under each Lease; not borrow against, attornment pledge or further assign any rents or other payments due thereunder; not permit the prepayment of any rents or other payments due for more than one (1) month in advance; and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to not permit any Tenant under a to assign its Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has or sublet the right to require Borrower to perform or finance any Material Alterations or improvements to the space premises covered by its Lease. Notwithstanding , unless required to do so by the terms thereof and then only if such assignment does not work to relieve the Tenant of any provision contained liability for performance of its obligations thereunder. (c) If any Tenant shall default under its Lease, Mortgagor shall, in this Agreement the ordinary course of business, exercise sound business judgment with respect to such default, but may not discount, compromise, forgive or waive claims or discharge the contrary, Leases may contain (and Tenant from its obligations under the same shall be expressly permitted hereunder Lease or terminate or accept a surrender of the Lease without notice to or the prior written consent of LenderMortgagee. (d) If Mortgagor fails to perform any obligations of Mortgagor under any Lease or if Mortgagee becomes aware of or is notified by any Tenant of a failure on the part of Mortgagor to so perform, except Mortgagee may, but shall not be obligated to, without waiving or releasing Mortgagor from any Obligation, remedy such failure, and Mortgagor agrees to repay upon demand all sums incurred by Mortgagee in remedying any such failure, together with interest thereon from the extent required pursuant date incurred at an annual rate equal to Section 4.7(b)nine percent (9%) in excess of the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case one month LIBOR Rate (as set forth and defined in the Exception ReportLoan Agreement). (e) For purposes of this Mortgage, the following terms shall have the following meanings:

Leases. Borrower has delivered (a) All Major Leases and all renewals of Major Leases executed after the date hereof with respect to the Real Property shall (i) be subject to the Approved Annual Budget with respect to such Individual Property, (ii) provide for economic terms, including rental rates, comparable to existing local market rates for similar properties, (iii) be on commercially reasonable terms, (iv) have a term of not less than three (3) years (unless Lender true and complete copies approves in writing a shorter term), (v) have a term of all Leases pursuant to which any Borrower is the lessor at any of the Propertiesnot more than fifteen (15) years, including all modifications extensions and amendments theretorenewals (unless Lender approves in writing a longer term), (vi) provide that such Major Lease is subordinate to the related Mortgage and the related Assignment of Leases and that the Tenant thereunder will attorn to Lender and any purchaser at a foreclosure sale, (vii) be to Tenants that are creditworthy, (viii) be written substantially in accordance with the standard form of Lease which are shall have been approved by Lender (subject to any commercially reasonable changes made in Borrower’s possession. Except for the course of negotiations with the applicable Tenant), (ix) not be to an Affiliate of any Borrower or affiliates of Borrower occupying all Entity or any part of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respectsMortgagor, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report(x) not contain any option to purchase, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential to purchase, any right to purchase terminate (except in the event of the destruction or condemnation of substantially all of the Real Property), any requirement for a non-disturbance or recognition agreement, or any portion other terms which would adversely affect Lender’s rights under the Loan Documents. All Major Leases and all renewals, amendments and modifications thereof executed after the date hereof shall be subject to Lender’s prior approval or criteria pre-established by Lender in writing. To the extent a Borrower Entity has a consent right under the applicable Major Lease, Borrower shall not, and shall not permit any Borrower Subsidiary to, permit or consent to any assignment or sublease of any Property. Subject Major Lease without Lender’s prior written approval (other than assignments or subleases expressly permitted under any Lease pursuant to the provisions of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations a unilateral right of the landlord under such Leases (ii) or such Leases may be terminated in accordance with Tenant thereunder not requiring the consent of any early termination provisions within such LeaseBorrower Entity). Lender agreesLender, at Borrowereach Borrower Entity’s sole cost and expense, to provide a shall execute and deliver its standard form of subordination, attornment and non-disturbance and attornment agreement in form to Tenants under any future Major Lease approved by Lender upon request, with such commercially reasonable changes as may be requested by such Tenants and substance which are reasonably acceptable to Lender if expressly required pursuant Lender. (b) Borrower (i) shall, and shall cause each Borrower Subsidiary to, observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall, and shall cause each Borrower Subsidiary to, enforce the terms, covenants and conditions contained in the Leases upon the part of the Tenants thereunder to any Lease. No material amounts are payable by be observed or performed in a commercially reasonable manner, provided, however, Borrower to any Tenant under shall not, and shall cause each Borrower Subsidiary not to, terminate or accept a surrender of a Lease without Lender’s prior approval; (iii) shall not, and shall cause each Borrower Subsidiary not to, collect any of the Rents more than one (1) month in advance (other than security deposits); (iv) shall not, and shall cause each Borrower Subsidiary not to, execute any assignment of lessor’s interest in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent Rents (except as contemplated by the Loan Documents); and (v) shall not, and shall cause each Borrower Subsidiary not to, alter, modify or change any 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, reduce the obligations of the Tenant or increase the obligations of the lessor. Borrower shall, and shall cause each Borrower Subsidiary to, furnish Lender with executed copies of all Major Leases. Upon Lender's written request, except Borrower shall, and shall cause each Borrower Subsidiary to, furnish Lender with executed copies of all Leases that are not Major Leases. Borrower shall, and shall cause each Borrower Subsidiary to, promptly send copies to Lender of all written notices of default which any Borrower Entity shall receive under the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportLeases.

Leases. Borrower has delivered (a) Grantor shall keep, observe and perform, or cause to Lender true be kept, observed and complete copies performed, using its “reasonable” commercial business judgment, all of the material terms, covenants, provisions and agreements imposed upon or assumed by Grantor under any Leases, now or hereafter in effect, including any amendments or supplements to such Leases covering any part of the Mortgaged Property that is affected by the terms, covenants, provisions and agreements imposed upon or assumed by Grantor in such Leases; (b) If Grantor shall, in any manner, fail to comply with subsection (a) above, Grantor agrees that upon the occurrence and during the continuance of an Event of Default, Beneficiary may (but shall not be obligated to) take, upon ten (10) days’ written notice to Grantor (or upon lesser notice, or without notice, if Beneficiary reasonably deems that the same is required to protect its interest in the Mortgaged Property), any action which Beneficiary shall reasonably deem necessary or desirable to keep, observe and perform or cause to be kept, observed or performed any such terms, covenants, provisions or agreements and to enter upon the Mortgaged Property and take all Leases pursuant action thereon as may be necessary therefor, or to which prevent or cure any Borrower default by Grantor in the performance of or compliance with any of Grantor’s covenants or obligations under said Leases. Beneficiary may rely on any notice of default received from any tenant unless, in connection with any such default or alleged default Grantor in good faith notifies Beneficiary of Grantor’s election to contest such default by appropriate procedures and diligently pursues such contest. Grantor shall promptly deliver to Beneficiary a copy of any notice relating to defaults received from any tenant that is a party, or the lessor trustee, receiver or successor for or to a party, to any of said Leases. Beneficiary may expend such sums of money as are reasonable and necessary for any such purposes, and Grantor hereby agrees to pay to Beneficiary, immediately upon demand, all sums so expended by Beneficiary, together with interest thereon from the date of such payment at the Default Rate, and until so paid by Grantor, all sums so expended by Beneficiary and the interest thereon shall be added to the Obligations secured by the lien and legal operation and effect of this Deed of Trust; and (c) Grantor will not, without the prior written consent of the Beneficiary, amend, modify, terminate or cancel any of the Properties, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates Leases of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right to occupy the same Mortgaged Property except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at BorrowerGrantor’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Reportcustomary business practices.

Leases. The Borrower has delivered to Lender the Agent (i) true copies of the forms of the Leases used by the Borrower at the Mortgaged Properties as of the date hereof and (ii) true, correct and complete copies of the Leases and any amendments or other agreements thereto relating to the Mortgaged Properties as of the date of inclusion of the Mortgaged Property in the Collateral. An accurate and complete Rent Roll and summary thereof in a form reasonably satisfactory to the Agent as of the date of inclusion of the Mortgaged Property in the Collateral with respect to all Leases of any portion of the Mortgaged Property has been provided to the Agent. The Leases reflected on such Rent Roll constitute as of the date thereof the sole agreements and understandings relating to leasing or licensing of space at the Mortgaged Property and in the Building relating thereto. Each of the Leases was entered into as the result of arms-length negotiation and has not been modified, changed, altered, assigned, supplemented or amended in any respect, except as set forth in a separate written certification delivered to Agent prior to the acceptance of such Mortgaged Property as Collateral, and no tenant is entitled to any free rent, partial rent, rebate of rent payments, credit, reduction or alternate rent, offset or deduction in rent, including, without limitation, lease support payments, lease buy-outs or reduced or altered rent as a result of the operation of any co-tenancy or similar clause, except as set forth in a separate written certification delivered to Agent prior to the acceptance of such Mortgaged Property as Collateral. There are no occupancies, rights, privileges or licenses in or to the Mortgaged Property or portion thereof other than pursuant to the Leases reflected in Rent Rolls previously furnished to the Agent for the Mortgaged Property. Except as set forth in a separate written certification delivered to Agent prior to the acceptance of such Mortgaged Property as Collateral, (a) the Leases reflected in the Rent Roll are in full force and effect in accordance with their respective terms, without any payment default or any other material default thereunder, nor are there any defenses, counterclaims, offsets, concessions or rebates available to any tenant thereunder, and neither the Borrower, the Guarantors nor any of their respective Subsidiaries has given or made any notice of any payment or other material default, or any claim, which any Borrower is the lessor at remains uncured or unsatisfied, with respect to any of the PropertiesLeases, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates (b) no tenant under any Lease has a currently effective right to terminate its Lease as a result of Borrower occupying all or any part the operation of any Propertyco-tenancy or similar clause. The separate written certification delivered to Agent prior to the acceptance of such Mortgaged Property as Collateral accurately and completely sets forth all rents payable by and security, if any, deposited by tenants, no person has any possessory interest tenant having paid more than one month’s rent in any of the Properties advance. All tenant improvements or right work to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease be done for tenants on the Rent Roll is Roll, furnished or paid for by the lessor under such Lease. Except as indicated on Borrower, the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all Guarantors or any portion of their respective Subsidiaries, or credited or allowed to a tenant, for, or in connection with, the Building pursuant to any Property. Subject Lease has been completed and paid for or provided for in a manner satisfactory to the provisions of Section 4.7(a) and Agent except as set forth in the Exception Report, upon foreclosure on any Property, with respect separate written certification delivered to each Lease at such Property either (i) Lender shall automatically succeed Agent prior to the rights and obligations acceptance of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any LeaseMortgaged Property as Collateral. No material amounts leasing, brokerage or like commissions, fees or payments are payable by Borrower to due from the Borrower, the Guarantors or any Tenant under a Lease (other than of their respective Subsidiaries in connection with common area maintenance and other routine reconciliations) and no Tenant has respect of the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Reportseparate written certification delivered to Agent prior to the acceptance of such Mortgaged Property as Collateral.

Leases. Any Leases in excess of three thousand (3,000) square feet (each such Lease a “Material Lease”) written after the date hereof shall be subject to Lender’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed. Upon request, Borrower has delivered to shall furnish Lender true and complete with executed copies of all Leases pursuant entered into after the date hereof. All renewals of Leases and all proposed Leases shall provide for rental rates comparable to existing local market rates. All proposed Leases shall be on commercially reasonable terms and shall not contain any terms which would materially adversely affect Lender’s rights under the Loan Documents. Prior to entering into any Lease or any modification thereof, Borrower is shall obtain or cause the tenant to obtain all licenses, permits, approvals and consents required as a condition to such Lease and/or to tenant’s operation thereunder, including without limitation any and all consents and approvals required under any applicable Franchise Agreement, Ground Lease, Operations Agreement and/or License. All Leases executed after the date hereof shall provide that they are subordinate to the Mortgage encumbering the applicable Individual Property and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Borrower shall, and shall cause the related Manager to, (i) observe and perform the obligations imposed upon the lessor at under the Leases in a commercially reasonable manner; (ii) enforce (if and to the extent commercially reasonable to do so under the circumstances) the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner or terminate or amend such lease, in either case in a manner not to impair materially the value of the Individual Property involved except that no termination by Borrower or acceptance of surrender by a tenant of any Material Lease shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Individual Property; provided, however, that no such termination or surrender of any Material Lease will be permitted without the written consent of Lender; (iii) not collect any of the Properties, including all modifications and amendments thereto, which are Rents relating to the Leases more than one (1) month in Borroweradvance (other than security deposits); (iv) not execute any other assignment of lessor’s possession. Except for Borrower interest in the Leases or affiliates of Borrower occupying all the Rents or any part of any Propertyother Gross Revenues (except as contemplated by the Loan Documents); (v) not alter, no person has any possessory interest in any modify or change the terms of the Properties or right to occupy the same except under and pursuant to Leases in a manner inconsistent with the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate Loan Documents; and complete in (vi) execute and deliver at the request of Lender all material respectssuch further assurances, confirmations and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than assignments in connection with common area maintenance and other routine reconciliations) and no Tenant has the right Leases as Lender shall from time to require Borrower to perform or finance any Material Alterations or improvements time reasonably require. Notwithstanding anything to the space covered by its Lease. Notwithstanding contrary contained herein, Borrower shall not enter into a lease of all or substantially all of any provision contained Individual Property without Lender’s prior written consent, which consent maybe withheld in this Agreement to the contrary, Leases may contain (Lender’s sole and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Reportabsolute discretion.

Leases. (a) Borrower shall deliver to Lender quarterly leasing reports and monthly rent rolls of all executed leases covering any part of the Premises. Borrower shall furnish to Lender for its approval as soon as possible after the date of this Agreement a lease schedule (hereinafter called the “Lease Schedule”) showing proposed rent (including escalations), term and other material provisions as requested by Lender, which Borrower intends to incorporate into leases of space within the Premises. Any modified Lease Schedule intended to be used by Borrower shall be similarly furnished to Lender. Prior to the execution of any lease covering the Premises or any part thereof, Borrower will obtain the prior written approval of the Lender of the form, rate and term of such lease; provided, however, that the prior written approval of Lender shall not be required for leases that (i) cover 3,000 or less square feet of rentable area, (ii) provide for rent of not less than (x) with respect to retail leases, $25 per square foot on a triple net basis, and (y) with respect to office leases, $23 per square foot plus electricity, (iii) provide for tenant improvements of not more than $20 per square foot for retail leases, or $22 per square foot for office leases and (iv) are on arm’s length market terms and conditions with third parties unrelated to Borrower or Guarantor, and on substantially the lease form for the Premises approved by Lender. (b) Borrower has delivered to Lender true true, correct and complete copies of all Leases pursuant to which leases affecting any Borrower is the lessor at any portion of the Properties, including Premises as of the date of this Agreement and Borrower shall promptly deliver to Lender copies of all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or leases hereafter executed covering any part of any Property, no person has any possessory interest in any of the Properties or right Premises. (c) Borrower shall obtain and deliver to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement and attornment agreements (each a “SNDA”) in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform for each lease covering 3,000 square feet or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent more of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Reportrentable area.

Leases. Borrower has delivered to Lender true shall observe and complete copies of perform all Leases pursuant to which any Borrower is the ------ obligations imposed upon the lessor at any of under the Properties, including all modifications Leases and amendments thereto, which are in Borrower’s possession. Except for Borrower shall not do or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any of permit to be done anything to impair the Properties or right to occupy the same except under and pursuant to the provisions value of the Leases or Permitted Encumbrancesany guaranty of any Lease as a security for the Obligations. The Rent Roll is accurate and complete Borrower shall, in the ordinary course of its business, enforce all material respectsof the terms, covenants, and conditions contained in the applicable Leases upon the part of the Tenants thereunder to be observed or performed. Borrower shall hold, or cause Manager to hold, all security deposits with respect to Leases in a segregated account and otherwise in conformity with Legal Requirements. Borrower (i) shall not alter, modify, or change the terms of any Lease without the prior consent of Lender, or cancel or terminate any Lease or accept a surrender thereof or approve or consent to the cancellation or termination of any guaranty with respect thereto, or convey or transfer or suffer or permit a conveyance or transfer of the premises demised by any Lease or of any interest therein so as to effect a merger of the estates and rights of, or termination or diminution of the obligations of lessee thereunder, (ii) shall not consent to, reject, approve or disapprove any action or inaction requested by any tenant under any Lease, including, without limitation any assignment of or subletting under any Lease (provided, however, that owns Lender's consent to a subletting or assignment shall not be required if such subletting or assignment is in accordance with the Property covered by each Lease on the Rent Roll is the lessor under terms of such Lease. Except as indicated on the Rent Roll or Exception Report), no security deposits are being held which consent may be unreasonably withheld by Borrower Lender in its discretion, and (including bonds or letters of credit being held in lieu of cash security depositsiii) and no Tenant or other party has shall not pursue any option, right of first refusal or similar preferential right to purchase all remedies under any Lease or any portion guaranty with respect thereto without the prior written consent of any PropertyLender. Subject to Notwithstanding the provisions foregoing, Borrower may, without the prior written consent of Section 4.7(a) and except as set forth in the Exception ReportLender, upon foreclosure on any Propertymake minor modifications or amendments, or give consents, with respect to each any Lease at so long as such Property either (i) Lender shall automatically succeed to modification, amendment, or consent does not potentially affect the rights and obligations length of the landlord term of such Lease and does not result in the reduction of the tenant's obligations for the payment of rent, additional rent, or any other charges payable by the tenant under such Leases (ii) Lease, or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform amend or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding modify any provision contained in this Agreement of such Lease relating to the contraryexclusivity of use, Leases may contain (and the same shall be expressly permitted hereunder without notice to co- tenancy rights, or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Reportkick-out rights.

Leases. (a) Borrower has delivered shall not be authorized to Lender true enter into any ground lease of the Property, without Lender’s prior written approval. Except as otherwise set forth in clauses (b) and complete copies of (d) below, Borrower shall not, without Lender’s prior written consent, modify, amend, surrender or terminate any Lease, which approval shall not be unreasonably withheld, conditioned or delayed. Except as otherwise set forth in clauses (b) and (d) below, all Leases pursuant of space in the Property shall be on the form of lease previously approved by Lender with Tenants and for a use acceptable to Lender. Except as otherwise set forth in clause (b) below, all Leases of space in the Property executed or renewed after the date hereof must be approved by Lender prior to the execution thereof by Borrower. (b) Notwithstanding anything contained herein to the contrary, Borrower may enter into a proposed Lease (including the amendment, renewal or extension of an existing Lease (a “Renewal Lease”)) without the prior written consent of Lender, provided such proposed Lease or Renewal Lease (i) provides for rental rates and terms comparable to existing local market rates and terms (taking into account the type and quality of the tenant) as of the date such Lease or Renewal Lease is executed by Borrower (unless, in the case of a Renewal Lease, the rent payable during such renewal, or a formula or other method to compute such rent, is provided for in the original Lease), (ii) is an arm’s-length transaction with a bona fide, independent third party Tenant, (iii) is written on the standard form of lease previously approved by Lender, with only reasonable, non-material changes thereto, and (iv) is not a Major Lease. So long as (A) RREEF owns, directly or indirectly, at least fifty-one percent (51%) of the ownership interests in Borrower, and (B) the property manager of the Property is a Qualified Manager, Borrower (i) shall, with regard to any Lease other than a Major Lease, not terminate any such Lease or accept a surrender of any such Lease except by reason of a tenant default or if commercially reasonable and provided such termination will not materially impair the value of the Property, (ii) shall, with regard to any Major Lease, not terminate any such Lease or accept a surrender of such Lease except by reason of a tenant default or otherwise with prior written consent of Lender, which shall not be unreasonably withheld. If the conditions set forth in clauses (A) and (B) above are not met, Borrower shall not terminate any Lease without Lender’s consent unless (i) by reason of a tenant default, and (ii) such Lease is not a Major Lease. (c) Borrower is shall cause the Tenants under any new Lease or the renewal of any existing Lease to execute and deliver a Subordination, Non-Disturbance and Attornment Agreement in the form annexed as Schedule V promptly upon Lender’s request contemporaneously with the execution of such Lease, with such commercially reasonable changes as may be requested by Tenants, from time to time, and which are reasonably acceptable to Lender, and Lender agrees to execute and deliver any such Subordination, Non-Disturbance and Attornment Agreement. (d) Borrower (i) shall observe and perform the obligations imposed upon the lessor at any 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 Propertieslessee thereunder to be observed or performed in a commercially reasonable manner; provided, including all modifications and amendments theretohowever, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Propertythat, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant subject to the provisions of clause (b) above, Borrower shall not terminate or accept a surrender of a Major Lease without Lender’s prior approval; (iii) shall not collect any of the Rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any assignment of lessor’s interest in the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower Rents (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth contemplated by the Loan Documents); (v) except as provided in Section 4.1.9(b), shall not alter, modify or change any Lease so as to change the Exception Reportamount of or payment date for rent, upon foreclosure on change the expiration date, grant any Propertyoption for additional space or term, with respect to each Lease at such Property either (i) Lender shall automatically succeed to materially reduce the rights and obligations of the landlord lessee or increase the obligations of lessor; and (vi) shall hold all security deposits under such all Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such LeaseLegal Requirements. Upon request, Borrower shall furnish Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent executed copies of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Reportall Leases.

Leases. Borrower has delivered No Individual Property is subject to Lender true any leases other than the Leases in respect of such Individual Property that are described in the Certificate of Rent Roll. To Borrower’s knowledge, except as otherwise disclosed on the Certificate of Rent Roll and except for discrepancies which, either individually or in the aggregate would not have an Individual Material Adverse Effect in respect of any Individual Property nor have an Aggregate Material Adverse Effect, the rent roll attached to the Certificate of Rent Roll is true, complete copies and accurate in all respects as of all Leases pursuant to which any the date of such rent roll. In respect of each Individual Property, (i) Borrower is the owner and lessor at any of landlord’s interest in the Properties, including all modifications Leases in respect to such Individual Property and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, (ii) no person Person has any possessory interest in any of the Properties such Individual Property or right to occupy the same except under and pursuant to the provisions of the Leases or any Permitted Encumbrances. The To Borrower’s knowledge, except as otherwise disclosed on the Certificate of Rent Roll, the current Leases are in full force and effect. None of Manager, Borrower, Guarantor or any Affiliate of Guarantor has received written notice that Borrower (or Borrower’s predecessor-in-interest) is in default under any Lease except for violations or defaults (A) that have been cured or (B) that do not, in the aggregate in respect of any Individual Property, have an Individual Material Adverse Effect on such Individual Property. Except (1) as set forth in the tenant estoppels delivered by Borrower to Lender on or prior to the Closing Date or in the Certificate of Rent Roll is accurate and complete (2) if the same, either individually or in all material respectsthe aggregate, and would not have an Individual Material Adverse Effect in respect of any Individual Property nor have an Aggregate Material Adverse Effect, as of the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception ReportClosing Date (a) none of Manager, no security deposits are being held by Borrower (including bonds or letters Borrower’s predecessor-in-interest), Guarantor or any Affiliate of credit being held Guarantor has delivered a written notice to a Tenant at any Individual Property that it is in lieu of cash security depositsdefault under its Lease (other than notices relating to defaults that have been cured by such tenant) and no Tenant is in monetary or, to Borrower’s actual knowledge, material non-monetary default under its Lease, (b) all security deposits in respect of each Individual Property are held by Borrower in accordance with applicable law, (c) except as set forth on Schedule X hereto, no Rent has been paid by any Tenant at any Individual Property more than one (1) month in advance of its due date, and (d) all work to be performed by Borrower under each Lease in respect of each Individual Property has been performed as required and has been accepted by the applicable Tenant. As of the Closing Date, except as otherwise disclosed on Schedule XI hereto, no Tenant has a right or other party has any option, right of first refusal option pursuant to its Lease or similar preferential right otherwise to purchase all or any portion part of the Individual Property to which such Lease relates. Except if the same, either individually or in the aggregate, would not have an Individual Material Adverse Effect in respect of any Property. Subject to the provisions of Section 4.7(a) Individual Property nor have an Aggregate Material Adverse Effect, and except as set forth in the Exception Reporton Schedule XV hereto, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations as of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agreesClosing Date, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the a right or option pursuant to require Borrower its Lease or otherwise to perform or finance any Material Alterations or improvements terminate such Lease prior to the space covered scheduled expiration date thereof, other than any such right or option that is conditional upon the occurrence of certain events of circumstances. Borrower has not, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, assigned, transferred, encumbered, hypothecated, pledged or granted a security interest in any of the Leases or its Lease. Notwithstanding any provision contained in this Agreement interest therein, other than pursuant to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportLoan Documents.

Leases. Borrower has delivered All leases, licenses and other agreements with regard to Lender true and complete copies the occupancy of all Leases pursuant to which any Borrower is the lessor at any of the Propertieseach Property, including all modifications patient and amendments theretoresident care agreements and service agreements which include an occupancy agreement (collectively, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property"LEASES"), no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender. Borrower shall submit for Lender's approval a copy of the form of residential Lease Borrower proposes to utilize at each such Property, and all residential Leases entered into after the Closing Date shall be on forms reasonably approved by Lender if expressly required pursuant (it being understood that Lender has already approved of the form of residential Lease used by certain of the Subsidiaries, which form has previously been delivered to Lender, and such form is acceptable for use by Borrower) without material modifications, other than modifications made in accordance with statutory, regulatory or other legal requirements. Lender must approve all non-residential Leases of space greater than 500 square feet or which provide for monthly rent payments greater than $1,000. On the Closing Date: all existing Leases shall be in full force and effect and within thirty (30) days of written request by Lender, Borrower shall submit a certified rent roll for each Property, certifying that all existing Leases are listed therein. If any non-residential Leases exist or are hereafter entered into with respect to any Leasesuch Property, each tenant thereunder shall execute and deliver to Lender a subordination and attornment agreement in a form reasonably acceptable to Lender. No material amounts are payable The Property owned by Borrower Carriage House is leased to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered ALC. Upon written request by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to Carriage House and ALC will enter into a Subordination Agreement (in substantially the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth form used in the Exception ReportSubsidiary Loan Documents) in favor of Lender with respect to such lease.

Leases. (a) Borrower has delivered to shall furnish Lender true and complete with executed copies of all Leases. Borrower hereby covenants and agrees that all new Leases and renewals, modifications or amendments of Leases shall be entered into on an arms-length basis with Tenants whose identity and creditworthiness is, in the good faith judgment of Borrower, appropriate for tenancy in a class A office building, shall provide for rental rates and other economic terms which, taken as a whole, are in the good faith judgment of Borrower at least equivalent to then-existing market rates, based on the applicable market (but taking into account, in the case of a renewal or modification, the effect on the rent for the remainder of the original term), and shall contain terms and conditions that (taken as a whole) are in the good faith judgment of Borrower Commercially Reasonable (in each case, unless Lender consents to such Lease in its reasonable discretion). To the extent that Borrower has a consent right with respect to any sublease or sub-sublease or similar occupancy agreement between a Tenant and a third party, Borrower shall not grant such consent unless the identity and creditworthiness of the proposed subtenant or sub-subtenant is, in the good faith judgment of Borrower, appropriate for tenancy in a Class A office building (unless Lender consents to such sublease or sub-sublease in its reasonable discretion or Borrower does not have the right under the applicable Lease to reject such sublease on such grounds). Nothing herein is intended to restrict, and Borrower shall be entitled without the consent of Lender, to enter into Leases (including renewals and amendments) which Borrower is obligated to enter into under any then existing Lease. All new Leases shall provide that they are subject and subordinate to any current or future mortgage financing on the Property and that the Tenant agrees to attorn to any foreclosing mortgagee at such mortgagee's request, provided such mortgagee agrees not to disturb such Tenant's tenancy except in accordance with its Lease. (b) All new Major Leases, and all modifications or amendments (other than Non-Material Lease Modifications), terminations and renewals of Major Leases, and any surrender of rights under any Major Lease (unless required under the applicable Leases (e.g., where a Tenant has an existing option to terminate)), shall be subject to the prior written approval of Lender. In each case where Lender's approval is required under the previous sentence, such approval shall not be unreasonably withheld, conditioned or delayed and shall not be withheld unless (i) the rent and other amounts payable under such Major Lease is not at then existing market rates, taking into account the location of the demised premises and the extent of any tenant improvements, allowances, concessions and free rent (taken as a whole) and taking into account, in the case of a renewal or modification, the effect on the rent for the remainder of the original term, (ii) the proposed terms of such proposed Major Lease (taken as a whole) are not Commercially Reasonable, or (iii) the identity or creditworthiness of the proposed Tenant (if not an existing Tenant under a Major Lease) is inappropriate for tenancy in a class A office building. Nothing herein is intended to restrict, and Borrower shall be entitled without the consent of Lender, to enter into Leases (including renewals and amendments) which Borrower is obligated to enter into under any then existing Lease. Each request for approval of a Major Lease (or any other Lease, including any renewal, modification or termination, where Lender's consent is required hereunder) which is submitted to Lender in an envelope marked "URGENT - LENDER'S ATTENTION REQUIRED WITHIN 10 BUSINESS DAYS", together with a copy of (x) the proposed Lease, a summary of the major economic terms thereof and any non-customary termination options contained therein, and copies of all written materials obtained by Borrower in connection with its evaluation of the creditworthiness of the proposed Tenant or (y) with respect to a proposed termination, a description of the reason therefor, shall be deemed approved if Lender shall not have notified the Borrower in writing of its disapproval and the reasons therefor within 10 Business Days after Lender's receipt of such submission (provided, however, that if Lender requests additional information during such 10-Business Day period, then such period shall be extended through the 5th Business Day following Lender's receipt of such additional information). Borrower may also request, pursuant to which the procedure described in the preceding sentence, Lender's approval of the rent and other amounts payable under a proposed Major Lease and the identity of the proposed Tenant even if the form of the proposed Major Lease is not yet available for Lender's review, provided that the approval or deemed approval of such items shall not constitute Lender's approval of such Major Lease, and when the proposed Major Lease becomes available Borrower shall be required to submit it for Lender's approval in accordance with the procedure described in the preceding sentence. If Lender shall have previously consented or been deemed to have consented to the rent and other amounts payable under such proposed Major Lease and the identity of the proposed Tenant, Lender's approval of such proposed Major Lease shall not be withheld unless the terms of such proposed Major Lease, taken as a whole, are not Commercially Reasonable. Notwithstanding anything to the contrary herein, no amendment, modification, termination or renewal of the Lease of the garage space in the Property shall require Lender's consent unless same will result in such space no longer being used as parking garage. At Borrower's written request, Lender shall enter into a subordination, non-disturbance and attornment agreement ("SNDA") with (i) any Tenant under a Lease that has been approved or deemed approved by Lender, (ii) any Tenant whose Lease was executed prior to the date hereof and (iii) any retail tenant whose Lease is entered into in accordance with this Agreement. Each such SNDA shall be on Lender's standard form, with such modifications as Lender may reasonably approve, except that with respect to any Lease that was executed prior to the date hereof and that contained a form of SNDA, Lender shall execute an SNDA in such form. In determining whether changes are reasonable, Lender acknowledges that revisions equivalent to those contained in existing SNDAs signed by Lender are reasonable. Upon the written request of Borrower, Lender shall confirm in writing whether any proposed Lease, modification, amendment, termination or renewal of a Lease requires Lender's consent hereunder and Borrower and the tenant under the Lease may rely thereon. Borrower shall include in its request the reasons it believes consent is not required hereunder. Borrower shall in connection therewith provide Lender with such additional information or documents as Lender may reasonably require in order to make such determination. (c) Borrower shall (i) deliver to each new Tenant a Tenant Notice upon execution of such Tenant's Lease (unless the same is included in substance in such Lease), and promptly thereafter deliver to Lender a copy thereof and evidence of such Tenant's receipt thereof; (ii) observe and perform all the material obligations imposed upon the lessor at under the Leases; (iii) enforce all of the material terms, covenants and conditions contained in the Leases on the part of the lessee thereunder to be observed or performed, short of termination thereof, provided that Borrower may terminate any Lease following a material default thereunder by the respective Tenant; (iv) not seek to collect any of the Properties, including all modifications and amendments thereto, which are rents thereunder more than one month in Borrower’s possession. Except for Borrower or affiliates advance without the prior written consent of Borrower occupying all or Lender; (v) not execute any part assignment of any Property, no person has any possessory lessor's interest in the Leases or associated rents other than the Mortgage or Assignment of Rents and Leases; and (vi) during the continuance of an Escrow Period, not cancel or terminate any guarantee of any of the Properties Major Leases without the prior written consent of Lender. (d) Security deposits of Tenants under all Leases, whether held in cash or right to occupy the same except under and pursuant to the provisions any other form, shall not be commingled with any other funds of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respectsBorrower and, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Reportif cash, no security deposits are being held shall be deposited by Borrower (including bonds at such commercial or letters of credit being held savings bank or banks as may be reasonably satisfactory to Lender and pledged to Lender. Any bond or other instrument which Borrower is permitted to hold in lieu of cash security depositsdeposits under any applicable Legal Requirements shall be maintained in full force and effect unless replaced by cash deposits as described above, shall (if not prohibited by any Legal Requirements) and no Tenant name Lender as payee or mortgagee thereunder (or at Lender's option, be fully assignable to Lender) or may name Borrower as payee thereunder so long as such bond or other party has instrument is pledged to Lender as security for the Indebtedness and shall, in all respects, comply with any optionapplicable Legal Requirements. Borrower shall, right upon Lender's request, provide Lender with evidence reasonably satisfactory to Lender of first refusal or similar preferential right to purchase all or any portion Borrower's compliance with the foregoing. During the continuance of any Property. Subject Event of Default, Borrower shall, upon Lender's request, deposit with Lender in an Eligible Account pledged to and under the sole dominion and control of Lender an amount equal to the provisions aggregate security deposits of Section 4.7(athe Tenants (and any interest theretofore earned on such security deposits and actually received by Borrower) which Borrower received in cash and except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed had not returned to the rights and obligations of the landlord under such Leases (ii) applicable Tenants or such Leases may be terminated applied in accordance with the terms of the applicable Lease, and Lender shall hold such security deposits in a segregated account and apply or return such security deposits and any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement accrued interest in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection accordance with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Reportapplicable Leases.

Leases. (i) The Property is not subject to any Leases other than the Specified Tenant Lease, and the demised premises under the Specified Tenant Lease constitute the entirety of the Land and the Improvements. The initial term of the Specified Tenant Lease does not expire prior to the date that is fifteen (15) years following the First Amendment Date, subject to the rights of Specified Tenant under Section 13 of the Specified Tenant Lease. Specified Tenant is required to commence payment of base rental payments under the Specified Tenant Lease on the Commencement Date (as defined in the Specified Tenant Lease), which is the date of mutual execution and delivery of the Specified Tenant Lease by Borrower has delivered and Specified Tenant (except during the Rent Abatement Period (as defined in the Specified Tenant Lease) as expressly set forth in Section 4(D) thereof). (ii) With respect to Lender true and complete copies of all Leases pursuant to which any each Lease (including, without limitation, the Specified Tenant Lease), (A) Borrower is the lessor at any owner of the Propertieslandlord’s interest in such Lease, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property(B) other than with respect to Permitted Encumbrances, no person Person has any possessory interest in any of the Properties Property or right to occupy the same except under and pursuant to the provisions of such Lease, (C) such Lease is in full force and effect, the Leases or Permitted Encumbrances. The Rent Roll is accurate tenants thereunder have accepted possession of and complete are in occupancy of all material respectsof their respective demised premises, are open for business, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower paying (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Propertyexcept, with respect to each Specified Tenant only, during the Rent Abatement Period (as defined in the Specified Tenant Lease) as expressly set forth in Section 4(D) thereof) full, unabated rent, and no tenant under such Lease at has given Borrower any notice of its intent to terminate such Property either Lease or vacate the leased premises (i) Lender shall automatically succeed and, except with respect to the rights and obligations termination of the landlord Master Lease as described in Section 3 of the First Amendment, Borrower has no knowledge that any such tenant intends to so terminate or vacate), (D) Borrower has not received written notice from any tenant under such Leases Lease claiming that Borrower (iior any prior landlord) is in default thereunder, and to the knowledge of Borrower there are no defaults under such Lease by any party thereto, (E) no Revenue has been paid more than one (1) month in advance of its due date, (F) all work to be performed by Borrower (or any prior landlord) under such Leases may Lease has been performed as required and has been accepted by the applicable tenant, (G) any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable given by Borrower to any tenant has already been received by such tenant (except, with respect to Specified Tenant under only, the abatement (g) Section 5.1.1(b)(i)(G) of the Loan Agreement is hereby deleted in its entirety from the Loan Agreement and replaced with the following provision: “cease to operate the Property, or permit the Property to cease to be operated, exclusively as a Lease life sciences research related manufacturing and office facility together with other appurtenant and related uses (other than temporary cessation in connection with common area maintenance any continuous and other routine reconciliationsdiligent 1.1 (except for the definitions of “Borrower Party”, “Complete”, “Master Lease”, “Master Lease Payments”, “Master Lease SNDA”, “Master Tenant” and “Third Party Sale”), Section 2.1.6(x), Section 2.3.1(f), Section 3.1(a), Section 3.1(b)(ix), Section 3.2.1(c), Section 3.2.2.(c), Section 4.1.2(a), Section 5.1.1(f)(iv)(B)(III), Section 5.1.2(h)(i), Section 6.4(b)(iiii), Section 8.3(xi) and no Exhibit E, all references to “Master Lease” are hereby deleted in their entirety and replaced with “Specified Tenant has the right Lease” and all references to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained “Master Tenant” are hereby deleted in this Agreement to the contrary, Leases may contain (their entirety and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Reportreplaced with “Specified Tenant”.

Leases. Borrower has delivered to Lender true will comply with the terms and complete copies conditions of, and deliver leased premises at the time and in the condition required by, any Bank-approved lease. Borrower will not enter into, amend or renew any lease in excess of all Leases pursuant to which any Borrower is 2,500 net leaseable square feet or other occupancy agreement in excess of 2,500 net leaseable square feet affecting the lessor at any Property without Bank's prior written consent. Bank's consent may be conditioned upon receipt of the Propertiessuch documents and agreements, including all modifications without limitation subordination and amendments theretoattornment agreements and tenant estoppel certificates, as Bank may reasonably require. Prior to executing any leases other than the Publix Lease, Borrower shall prepare and furnish Lender with a proposed standard lease form ("Lease") for Lender's approval (which shall not be unreasonably withheld), which are in Borrower’s possession. Except for Borrower or affiliates form of Borrower occupying Lease shall contain a provision subordinating all or any part of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant such leases to the provisions lien and operation of the Leases or Permitted Encumbrances. The Rent Roll is accurate Lender's Mortgage and complete in all material respectsother security instruments, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases same may be terminated in accordance with any early termination provisions within such Leasemodified from time to time. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any LeaseBorrower shall not accept payment of advanced rent for more than two months. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has Bank shall have the right to require review and approve all Leases in excess of 2,500 net leaseable square feet prior to Borrower executing same (Bank's approval not to perform be unreasonably withheld and/or delayed). All Leases shall be subordinate to Xxxxxx's Mortgage and other security instruments. Borrower shall, throughout the term of the Loan, promptly submit or finance any Material Alterations or improvements cause to be submitted by Bank photocopies of all tenant leases and side agreements as to the Project. Borrower shall submit to Bank written Rent Rolls on a quarterly basis or as otherwise requested by Bank upon the occurrence of an "Event of Default" under the Loan Documents. Such Rent Rolls shall specify those portions of space covered by its Lease. Notwithstanding leased, space designation, lease amount for each space leased, amount of any provision contained in this Agreement deposits, name and address of lessee, amount of space leased during the preceding reporting period, any rent abatements or concessions and any other information relevant to the contrary, Leases may contain (and the same leasing program reasonably requested by Bank. All reports shall be expressly permitted hereunder without notice in form reasonably satisfactory to Bank. All new leases or the consent renewals or modifications of Lender, except existing leases shall be subordinate to the extent required pursuant Bank's Mortgage and other security instruments and collaterally assigned to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportBank.

Leases. Borrower has delivered (a) Mortgagor hereby represents that there are no leases or agreements to Lender true and complete copies of all Leases pursuant to which any Borrower is the lessor at any of the Properties, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying lease all or any part of the Mortgaged Property now in effect except the Leases, if any, expressly approved in writing by Mortgagee. Mortgagor agrees not to enter into any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right agreements to purchase lease all or any portion part of the Mortgaged Property or to modify, amend, terminate or consent to the surrender of, or assign its interest in, any Leases or to permit the tenant or subtenant thereunder to subordinate its Leases to any lien subordinate to this Mortgage, without the prior written consent thereof by Mortgagee. (b) Upon receipt by Mortgagor, from time to time, of any Property. Subject to the provisions of Section 4.7(a) and except as set forth in the Exception Reportsecurity deposit, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease prepaid rent (other than prepaid rent for the next succeeding calendar month), or similar payments by a tenant, subtenant, licensee or other user of the Mortgaged Property, Mortgagor shall deposit such sum in connection a separate escrow account with common area maintenance a national or state bank having banking offices in the state in which the Mortgaged Property is located. Mortgagor shall promptly give Mortgagee written notice of the name and other routine reconciliations) address of the bank and no Tenant has the right account number of the escrow account. Mortgagor shall also give written authorization to require Borrower such bank to perform or finance permit Mortgagee to receive any Material Alterations or improvements information requested by Mortgagee from the bank as to the space covered status and balance of such account. Said sums shall be held in trust by its LeaseMortgagor and disbursed only upon the prior written approval of Mortgagee, which approval shall not be unreasonably withheld. Notwithstanding The prior written consent of Mortgagee shall not be required when by law (or agreement approved by Mortgagee) Mortgagor is required to return any provision contained in this Agreement of such sums to the contraryparty who deposited it with Mortgagor. Mortgagor hereby assigns all of such bank accounts to Mortgagee as collateral security for the Obligations and Mortgagor agrees that after an Event of Default by Mortgagor under the Loan Documents, Leases may contain (and the same sums in said bank accounts shall, at the election of Mortgagee, be payable to Mortgagee as assignee of such bank account; provided, however, that Mortgagee shall be expressly permitted hereunder without notice to or the consent have no liability for any prior misapplication of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance said sums by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportMortgagor.

Leases. Borrower has delivered Mortgagee is authorized to Lender true and complete copies foreclose this Leasehold Mortgage subject to the rights of all Leases pursuant to which any Borrower is the lessor at any tenants of the PropertiesMortgaged Property, including and the failure to make any such tenants parties defendant to Intercreditor Agreement and any such foreclosure proceedings and to foreclose their rights shall not be, nor be asserted by Mortgagor to be, a defense to any proceedings instituted by Mortgagee to collect the sums secured hereby or to collect any deficiency remaining unpaid after the foreclosure sale of the Mortgaged Property, or any portion thereof. Unless otherwise agreed by Mortgagee in writing, all modifications and amendments theretoSpace Leases executed subsequent to the date hereof, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part thereof, shall be subordinate and inferior to the lien of any Propertythis Leasehold Mortgage, no person has any possessory interest in any except that from time to time Mortgagee may execute and record among the land records of the Properties or right jurisdiction where this Leasehold Mortgage is recorded, subordination statements with respect to occupy such of said Space Leases as Mortgagee may designate in its sole discretion, whereby the same except under and pursuant Space Leases so designated by Mortgagee shall be made superior to the provisions lien of this Leasehold Mortgage for the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as term set forth in such subordination statement. From and after the Exception Reportrecordation of such subordination statements, upon foreclosure on any Propertyand for the respective periods as may be set forth therein, with respect the Space Leases therein referred to each Lease at such Property either (i) Lender shall automatically succeed be superior to the rights lien of this Leasehold Mortgage and obligations of shall not be affected by any foreclosure hereof. All such Space Leases shall contain a provision to the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost effect that the Mortgagor and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has Space Lessee recognize the right of Mortgagee to require Borrower elect and to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in effect such subordination of this Agreement to the contrary, Leases may contain (Leasehold Mortgage and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Reportconsents thereto.

Leases. Borrower has delivered to Lender true and complete Upon Agentthe Required Lenders’s written request, Borrowers shall furnish Agent with copies of all Leases pursuant to which any Borrower is a party entered into after the lessor at Effective Date. All new Leases and renewals or amendments of Leases (in each case, other than Leases with any of the Properties, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates Affiliates of Borrower occupying which shall be subject in all or any part instances to clause (b) below) shall, subject in the case of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant renewals to the terms and provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each existing Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds any conditions or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Property, requirements with respect to each Lease at such Property either attornment, subordination and attornment), be (i) Lender shall automatically succeed entered into on arms’ length terms and with tenants that could not reasonably be expected to the rights and obligations of the landlord under such Leases result in a Material Adverse Effect, (ii) or subject and subordinate to the Mortgages and (iii) contain provisions for the agreement by the tenant thereunder to attorn to Agent and any purchaser at a foreclosure sale, such Leases attornment to be self-executing and effective upon acquisition of title to the applicable Property by any purchaser at a foreclosure sale, which agreement by tenant may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide conditioned upon Agent entering into a subordination, attornment and non-disturbance agreement in form and substance reasonably mutually acceptable to Lender if Agentthe Required Lenders and the applicable tenant. If expressly required pursuant to any a Lease. No material amounts , Agent shall enter into a subordination, attornment and non-disturbance agreement mutuallyon the terms required by the Lease, or if none are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportLease, on customary terms that are reasonably acceptable to Agent and the applicable tenantthe Required Lenders.

Leases. (a) Borrower shall cause Mortgage Borrower (i) to perform the obligations which Mortgage Borrower is required to perform under the Leases; (ii) to enforce the obligations to be performed by the Tenants thereunder; (iii) promptly furnish to Lender any notice of default or termination received by Mortgage Borrower from any Tenant and any notice of default or termination given by Mortgage Borrower to any Tenant; (iv) not to collect any rent under any Lease for more than one (1) month in advance of the time when the same shall become due, except for bona fide security deposits not in excess of an amount equal to two (2) months’ rent; (v) not to enter into any ground Lease of any part of the Property; (vi) not to further assign or encumber any Lease or the Gross Revenue (except as contemplated by the Loan Documents); (vii) not to, except with Lender’s prior consent, cancel or accept surrender or termination of any Major Lease; and (viii) not to, except with Lender’s prior consent, modify or amend any Lease (except, solely with respect to Leases that are not Major Leases, 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(a) shall be void at the election of Lender. (b) All Major Leases and all renewals, modifications and amendments thereof (other than renewals, modifications and amendments strictly limited to the implementation of options or rights expressly contained in Major Leases and with respect to which Mortgage Borrower has delivered no discretion as to the terms thereof) executed after the date hereof shall be subject to Lender’s prior approval. Borrower shall, or shall cause Mortgage Borrower to, submit to Lender true a copy of any proposed Major Lease or any proposed renewal, modification or amendment of any Major Lease, together with all other documents and complete information reasonably necessary to evaluate such Major Lease, renewal, modification or amendment. (c) All Leases and all renewals of Leases executed after the date hereof shall (i) provide for economic terms, including rental rates, comparable to existing local market rates for similar properties, (ii) be on commercially reasonable terms, (iii) have a term of not less than three (3) years (unless Lender approves in writing a shorter term), (iv) have a term of not more than fifteen (15) years, including all extensions and renewals (unless Lender approves in writing a longer term), (v) provide 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, (vi) be with Tenants that are creditworthy, (vii) [intentionally omitted], (viii) not be to an Affiliate of Borrower, any Guarantor, Plymouth Industrial 20 Financial 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, or any other terms which could materially adversely affect Lender’s rights under the Loan Documents. (d) Borrower shall not, and shall cause Mortgage Borrower not to, 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 Mortgage Borrower). (e) Borrower agrees to bear and shall pay or reimburse Lender on demand for all costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred by Lender in connection with the review of any proposed Major Lease, any other matter requiring Lender’s consent under this Section 4.1.9 or execution and delivery of any subordination, non-disturbance and attornment agreement in accordance with this Section 4.1.9. (f) Within ten (10) days after Lender’s written request, Borrower shall, or shall cause Mortgage Borrower to, furnish to Lender a statement of all tenant security or other deposits and copies of all Leases pursuant not previously delivered to Lender, certified as being true, correct and complete. (g) 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 or Mortgage Borrower and, if cash, shall be deposited by Borrower in a separately designated account under Borrower’s control at KeyBank, National Association in accordance with the Loan Documents and the Mortgage Loan Documents. After the occurrence of an Event of Default, Borrower shall cause each Mortgage Borrower to, if permitted by the applicable Legal Requirements and the Mortgage Loan Documents, cause all such security deposits (and any interest thereon) to be transferred to a separate Eligible Account at a bank designated by Lender, to be held subject to the terms of the Leases. Any bond or other instrument which any Borrower or Mortgage Borrower is the lessor at any of the Properties, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right permitted to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held hold in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to deposits under the provisions of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either applicable Legal Requirements (i) Lender shall automatically succeed be maintained in full force and effect in the full amount of such deposits unless replaced by cash deposits as described above, (ii) shall be issued by an institution reasonably satisfactory to Lender, (iii) shall, if permitted by the applicable Legal Requirements, and subject to the rights and obligations of Mortgage Lender under the landlord under such Leases Mortgage Loan Documents, name Lender as payee or mortgagee thereunder (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agreesor, at Lender’s option, be fully assignable to Lender), and (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 each Mortgage Borrower’s sole cost and expenseBorrower’s, to provide a subordinationas applicable, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection compliance with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Reportforegoing.

Leases. Borrower has delivered to Lender true and complete copies of all Leases (a) Except as permitted pursuant to which this Section 4.6, Borrower shall not permit or cause any Borrower Affiliate to enter into, modify, amend, consent to the cancellation or surrender of (except to the extent such cancellation or surrender is by the lessor at Tenant pursuant to a pre-existing unilateral right under its Lease) or terminate any Lease whether now existing or hereafter entered into, without the prior written consent of Lender, which may be granted or withheld in Lender's sole discretion. Notwithstanding the foregoing, if (a) Borrower makes the First Mandatory Prepayment in accordance with Section 2.3.2(b) hereof and (b) Camp Hill LLC is required, pursuant to the terms of the Camp Hill Loan Documents, to obtain the prior written consent of the Camp Hill Lender to take any of the Propertiesactions described in this Section 4.6(a) with respect to any Leases affecting the Camp Hill Property, including then Borrower shall not be required to obtain Lender's prior written consent pursuant to this Section 4.6(a) with respect to Leases affecting the Camp Hill Property so long as no Event of Default shall have occurred, in which case, Lender's prior written consent shall be required hereunder. (b) Borrower shall timely cause each Borrower Affiliate to comply with or cause to be timely complied with all modifications material terms and amendments theretoconditions on the landlord's part to be performed under each Lease. Borrower shall cause each Borrower Affiliate to neither do nor neglect to do, nor permit to be done, anything which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part may cause the termination of any Lease, other than due to the default of the Tenant(s) under such Lease. Borrower shall cause each Borrower Affiliate to not collect any rent or other payment under any Lease more than one (1) month in advance of the due date thereof (except as disclosed on the Rent Rolls) and shall cause each Borrower Affiliate to use its best efforts to require the performance of all of the obligations of Tenants and other Persons bound by the Leases and to enforce the Leases, subject, however, to the limitation on termination described in this Section 4.6. (c) Borrower may cause each Borrower Affiliate to, without Lender's prior written consent, enter into any Lease which will not be a Major Lease when such Lease comes into effect, provided that each of the following conditions is satisfied: (i) the rent and other material business terms of such Lease are on market terms for similarly situated properties; (ii) the Lease does not provide for the rent to decline at any point during the term of such Lease; (iii) such Lease does not contain any options to purchase or other rights with respect to the ownership of the applicable Property; (iv) such Lease does not contain any restrictions on the landlord's rights to lease remaining portions of the applicable Property, no person has except that such Lease may contain options to lease additional space in the applicable Property on then existing market terms; (v) such Lease does not contain any possessory interest options for the Tenant thereunder to terminate such Lease, other than in any the event of the Properties or right applicable Borrower Affiliate's failure to occupy the same except under and pursuant to the provisions deliver possession of the Leases applicable premises or Permitted Encumbrances. The Rent Roll a material casualty or condemnation or the applicable Borrower Affiliate's failure to deliver vacant possession; (vi) such Lease does not contain any extraordinary landlord obligations (including obligations which an unaffiliated landlord would have difficulty performing); (vii) such Lease is accurate and complete in all entered into on the standard form of Lease which Lender has previously approved, with such non-material respects, changes thereto as a proposed tenant may request and the applicable Borrower that owns Affiliate is willing to agree to; (viii) such Lease is entered into on arms length terms, without consideration of any relationship with any Borrower Entity, any Affiliate of any Borrower Entity, may otherwise have with the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all thereunder or any portion Affiliate thereof; and (ix) the Lease shall contain each of any Property. Subject to the provisions of required by this Section 4.7(a4.6. (d) and except as set forth in the Exception ReportBorrower may permit any Borrower Affiliate, upon foreclosure on without Lender's prior written consent, to modify or amend any PropertyLease which is not a Major Lease, with respect to each Lease at such Property provided that either (i) Lender shall automatically succeed such modification or amendment is required to be entered into pursuant to the rights and obligations express terms of the landlord under such Leases Lease, or (ii) each of the following conditions is satisfied: (A) such amendment or modification is entered into on an arms-length basis without consideration of any relationship of any Borrower Entity or any Affiliate of any Borrower Entity with the Tenant thereunder or any Affiliate thereof; (B) such Leases may Lease would not be terminated a Major Lease and would, after such amendment or modification, satisfy the conditions set forth in accordance with clauses (ii), (iii), (iv), (v), (vi), (vii) and (ix) of Section 4.6(c) hereof; (C) such amendment or modification does not release any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, party from its liability under the Lease or reduce the square footage demised thereunder; (D) to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required the extent that any additional space is demised pursuant to such amendment or modification, with respect thereto, such amendment or modification satisfies this Section 4.6(d); (E) such amendment or modification does not reduce the rent paid under the Lease; and (F) such amendment or modification does not otherwise have a material adverse effect on the fair market value of the applicable Property. Borrower may permit any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has Affiliate, without the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the prior written consent of Lender, to terminate any Lease which is not a Major Lease in its good faith exercise of its remedies under such Lease, or at law or in equity, by reason of a material monetary default having continued under such Lease beyond the expiration of applicable cure periods. Without first obtaining Lender's prior written consent, Borrower shall not permit or cause any Borrower affiliate to consent to any assignment or subletting of any Lease unless the consent of the applicable Borrower Affiliate may not be withheld under such circumstances under the terms of the applicable Lease, except that Borrower may permit or cause any Borrower Affiliate to, without Lender's prior written consent, consent to any assignment or subletting which does not release the extent required pursuant liability of any Person then liable thereunder as tenant, guarantor or otherwise if such assignment or subletting is of a Lease which is not a Major Lease. (e) Each Lease executed by any Borrower Affiliate after the date hereof shall provide, in a manner satisfactory to Section 4.7(b)Lender, for (i) the rights Tenant thereunder to give a notice to Lender of tenants each material default by the landlord or licensor thereunder, simultaneously with the giving of notice of such default to receive reimbursementsuch landlord or licensor, contribution (ii) Lender to have the right, but not the obligation, to cure any default by the landlord or allowance licensor thereunder after the expiration of the landlord's or licensor's cure period, if any, and (iii) execution and delivery (not more than ten (10) Business Days after a request therefor) of an estoppel certificate reasonably satisfactory to Lender. All actual out of pocket costs and expenses of Lender (including, without limitation, reasonable attorneys' fees and disbursements) in connection with Lender's review of any Lease shall be paid by landlord for tenant improvements Borrower within five (5) Business Days after request therefor by Lender. Prior to seeking Lender's consent to any Lease, Borrower shall deliver to Lender a copy of such Lease, blacklined to show the changes from the standard form of Lease previously approved by Lender, together with a detailed term sheet setting forth the material terms of such Lease. (f) Security Deposits shall not be commingled with any other funds of any Borrower Affiliate and, if cash, shall be deposited at such commercial or rent concessions savings bank or abatements, banks as may be reasonably satisfactory to Lender. Any bond or other instrument which any Borrower Affiliate is permitted to hold in each case as set forth lieu of Security Deposits in the Exception Reportform of cash under 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 herein above described, (ii) shall be issued by an institution reasonably satisfactory to Lender, and (iii) 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 compliance with the foregoing.

Leases. Borrower has delivered No Individual Property is subject to Lender true any Leases other than the Leases described in the Rent Roll for such Individual Property attached hereto as Exhibit C, which Rent Roll for each Individual Property is accurate and complete copies in all material respects as of all Leases pursuant to which any the date hereof. Borrower is the lessor at any sole owner of the Properties, including all modifications and amendments thereto, which are entire lessor’s interest in Borrower’s possessionthe Leases for each Individual Property. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person No Person has any possessory interest in any of the Properties Individual Property or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrancesfor such Individual Property. The Rent Roll is accurate Leases for each Individual Property are valid and complete enforceable and have not been altered, modified or amended in any manner since copies of same were last delivered to Lender. None of the Rents (including security deposits) have been collected for more than one (1) month in advance. To Borrower’s actual knowledge and except as may be disclosed in any tenant estoppel certificates delivered to Lender or as disclosed on Schedule IV hereto, all material respectswork to be performed by Borrower under each Lease for each Individual Property has been performed as required 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 Borrower to any tenant have already been received by such tenant. The current Leases for each Individual Property are in full force and effect and, to Borrower’s actual knowledge and except as may be disclosed in any tenant estoppel certificates delivered to Lender or as disclosed on Schedule IV hereto, there are no defaults thereunder by either party and there are no conditions that, with the applicable passage of time or the giving of notice, or both, would constitute defaults thereunder. There has been no prior Transfer of any Lease or of the Rents received therein for any Individual Property, other than to Borrower that owns and sales, transfers, assignments, hypothecations or pledges which may have been made by the Property covered by each tenants under the Leases. To Borrower’s actual knowledge and except as may be disclosed in any tenant estoppel certificates delivered to Lender or as disclosed on Schedule IV hereto, no tenant listed on Exhibit C has assigned its Lease on or sublet all or any portion of the Rent Roll is the lessor premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor does anyone except such Leasetenant and its employees occupy such leased premises. Except as indicated on may be set forth in the Rent Roll or Exception ReportLeases, no security deposits are being held by Borrower (including bonds tenant under any Lease for any Individual Property has a right or letters of credit being held in lieu of cash security deposits) and no Tenant option pursuant to such Lease or other party has any option, right of first refusal or similar preferential right otherwise to purchase all or any portion part of any Propertythe leased premises or the building of which the leased premises are a part. Subject to the provisions of Section 4.7(a) and except Except as may be set forth in the Exception ReportLeases, upon foreclosure no tenant under any Lease for any Individual Property has any right or option for additional space in the Improvements. To Borrower’s actual knowledge no tenant intends to use its leased premises on any PropertyIndividual Property for any activity which, with respect directly or indirectly, involves the use, generation, treatment, storage, transportation or Release of any Hazardous Materials in violation of Environmental Law. True and correct copies of all Leases for each Individual Property in existence as of the Closing Date were delivered to each Lease at such Property either (i) Lender shall automatically succeed prior to the rights and obligations execution of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportAgreement.

Leases. Borrower has delivered to Lender true and complete copies of all Leases pursuant to which any Borrower Seller is the lessor at any of or landlord or the Properties, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower successor lessor or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any of landlord under the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such LeaseLeases. Except as indicated on set forth in the Rent Roll Lease Schedule, there are no other leases or Exception Reportoccupancy agreements to which Seller is a party affecting the Property. Except as otherwise set forth in the Leases, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) presently effective rent concessions have been given to any tenants and no Tenant or other party rent has been paid more than thirty (30) days in advance by any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject tenants respecting a period subsequent to the provisions of Section 4.7(aClosing. Except as forth in EXHIBIT 5.1(c) and hereto or as otherwise disclosed to Purchaser, no tenants have asserted in writing any claims, defenses or offsets to rent. To Seller's knowledge, except as set forth in EXHIBIT 5.1(c) hereto or as otherwise disclosed to Purchaser, no material default, delinquency or breach exists on the Exception Report, upon foreclosure part of any tenant. There are no material defaults or breaches on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations part of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to In the event that any Tenant under Estoppel delivered to Purchaser with respect of any Lease shall contain any statement of fact, information or other matter which is inconsistent with the matters stated in Seller's representations in this Section 5.l(c), the Tenant estoppel shall control and Seller shall have no liability for any claim based upon a Lease (breach of representation regarding such statement of fact, information or other than matter contained in connection with common area maintenance and other routine reconciliations) and no the Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements Estoppel unless such claim arises out of an intentional misrepresentation of Seller. Notwithstanding anything to the space covered by contrary contained in this Agreement, but without limiting any of Seller's other representations and warranties contained in this Agreement, Seller does not represent or warrant that any particular Lease will be in force or effect at Closing or that the tenants under the Leases will have performed their obligations thereunder. Except as disclosed to Purchaser, Landlord has received no written notice of any tenant's intent to terminate its Lease. Notwithstanding The termination of any provision contained in this Agreement Lease prior to Closing by reason of the contrary, Leases may contain (and tenant's default shall nor entitle Purchaser to an abatement of or credit against the same shall be expressly permitted hereunder without notice Purchase Price or give rise to or any other claim on the consent part of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportPurchaser.

Leases. Borrower has delivered to Lender true and complete copies of all Leases pursuant to which any Borrower is the lessor at any of the Properties, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant (a) Notwithstanding anything to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respectscontrary herein, Mortgagor shall not enter into any Lease without Mortgagee’s prior written consent, and shall furnish to Mortgagee, upon execution, a complete and fully executed copy of each Lease. Mortgagor shall provide Mortgagee with a copy of each proposed Lease requiring the applicable Borrower that owns consent of Mortgagee and with any information requested by Mortgagee regarding the Property covered by proposed Tenant thereunder. Mortgagee may declare each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll to be prior or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right subordinate to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agreesthis Mortgage, at BorrowerMortgagee’s sole option. (b) Mortgagor shall, at its cost and expense, perform each obligation to provide a subordinationbe performed by the landlord under each Lease; not borrow against, attornment pledge or further assign any rents or other payments due thereunder; not permit the prepayment of any rents or other payments due for more than one (1) month in advance; and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to not permit any Tenant under a to assign its Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has or sublet the right to require Borrower to perform or finance any Material Alterations or improvements to the space premises covered by its Lease. Notwithstanding , unless required to do so by the terms thereof and then only if such assignment does not work to relieve the Tenant of any provision contained liability for performance of its obligations thereunder. (c) If any Tenant shall default under its Lease, Mortgagor shall, in this Agreement the ordinary course of business, exercise sound business judgment with respect to such default, but may not discount, compromise, forgive or waive claims or discharge the contrary, Leases may contain (and Tenant from its obligations under the same shall be expressly permitted hereunder Lease or terminate or accept a surrender of the Lease without notice to or the prior written consent of LenderMortgagee. (d) If Mortgagor fails to perform any obligations of Mortgagor under any Lease or if Mortgagee becomes aware of or is notified by any Tenant of a failure on the part of Mortgagor to so perform, except Mortgagee may, but shall not be obligated to, without waiving or releasing Mortgagor from any Obligation, remedy such failure, and Mortgagor agrees to repay upon demand all sums incurred by Mortgagee in remedying any such failure, together with interest thereon from the extent required pursuant date incurred at an annual rate equal to Section 4.7(b)nine and one half percent (9.5%) in excess of the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case one month LIBOR Rate (as set forth and defined in the Exception ReportBond Lease). (e) For purposes of this Mortgage, the following terms shall have the following meanings:

Leases. Borrower has delivered A list of all of the Leases (but not subleases entered into by any tenants under the Leases) affecting the Land or the Improvements on the date of this Agreement is attached to Lender true and this Agreement as Exhibit C, complete copies of all which have been made available to Buyer for Buyer’s review. To the actual knowledge of Seller, on the date of this Agreement (i) the Leases pursuant to which any Borrower is are in good standing and in full force and effect in accordance with their respective terms, (ii) except as set forth on Exhibit C, the lessor at Leases have not been amended and (iii) except as set forth on Exhibit C, there has been no written claim of default under any of the Properties, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any Leases on the part of any Propertyparty thereto which remains uncured on the date of this Agreement. Seller’s representations under this Subsection shall not be deemed made with respect to the Lease held by Coach, no person has any possessory interest in any Inc. of a portion of the Properties Property. Seller shall not, without Buyer’s consent, voluntarily terminate or right to occupy the same except under and pursuant to the provisions modify any of the Leases or Permitted Encumbrancesenter into any new Leases. The Rent Roll Notwithstanding the foregoing, if prior to the Closing Date any tenant under a Lease shall default under its Lease or any Lease is accurate terminated (other than pursuant to a voluntarily termination by Seller), Buyer’s obligation to accept title to the Property and complete in all material respectsto pay the full Purchase Price shall not be affected, and the applicable Borrower this Agreement shall remain in full force and effect. Nothing contained in this Agreement shall prevent Seller from commencing any action, including a summary dispossesses proceeding or non-payment proceeding, against any tenant that owns the Property covered by each Lease on the Rent Roll is the lessor in default under such its Lease. Except as indicated on the Rent Roll , or Exception Report, no from applying any security deposits are being deposit held by Borrower (including bonds or letters Seller. On the date of credit being held this Agreement, there are no leasing commissions due with respect to the Leases. Seller shall request from Forest Electric Corp., and if received deliver to Buyer at the Closing, an estoppel letter in lieu of cash security deposits) accordance with the Lease with Forest Electric Corp. If Forest Electric Corp. fails to deliver same, Seller shall not be in default under this Agreement and no Tenant or other party has any optionthis Agreement shall remain in full force and effect in accordance with its terms and, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to notwithstanding the provisions of Section 4.7(a) and except as set forth 8.3 Sellers’ representations in the Exception Report, upon foreclosure on any Property, this Subsection with respect to each that Lease at such Property either (i) Lender shall automatically succeed to survive the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder Closing without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Reporttime limit.

Leases. Borrower has delivered to Lender true (i) Trustor shall provide Beneficiary with true, correct and complete copies of all Leases pursuant material Leases, together with such other information relating to which the Leases, as Beneficiary shall reasonably request. Trustor shall not accept prepayments of rent for any Borrower is period in excess of three (3) months and shall perform all covenants of the lessor at under all Leases affecting the Trust Estate. Leases, as used herein, includes any of the Properties, including all modifications extensions or renewals thereof and any amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates Trustor shall perform and carry out all of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases to be performed by Trustor and shall appear in and defend any action in which the validity of any Lease is at issue and shall commence and maintain any action or Permitted Encumbrancesproceeding necessary to establish or maintain the validity of any lease and to enforce the provisions thereof. (ii) If a leasehold estate constitutes a portion of the Trust Estate, Trustor agrees not to amend, change, terminate or modify such leasehold estate or any interest therein without the prior written consent of Beneficiary. The Rent Roll is accurate Consent to one amendment, change, agreement or modification shall not be deemed to be a waiver of the right to require consent to other, future or successive amendments, changes, agreements or modifications. Trustor agrees to perform all obligations and complete agreements under said leasehold and shall not take any action or omit to take any action which would effect or permit the termination of said leasehold. Trustor agrees to promptly notify Beneficiary in writing with respect to any default or alleged default by any party thereto and to deliver to Beneficiary copies of all material respectsnotices, demands, complaints or other communications received or given by Trustor with respect to any such default or alleged default. Beneficiary shall have the option to cure any such default and to perform any or all of Trustor's obligations thereunder. All sums expended by Beneficiary in curing any such default shall be secured hereby and shall be immediately due and payable without demand or notice and shall bear interest from date of expenditure at Agreed Rate. (iii) Subject to the Credit Agreement, each Lease of any portion of the Trust Estate shall be absolutely subordinate to the lien of this Deed of Trust, but shall contain a provision satisfactory to Beneficiary, and in any event, each tenant thereunder, by virtue of executing a Lease covering the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all Premises or any portion thereof, hereby agrees, that in the event of the exercise of the private power of sale or a judicial foreclosure hereunder, such Lease, at the option of the purchaser at such sale, shall not be terminated and the tenant thereunder shall attorn to such purchaser and, if requested to do so, shall enter into a new Lease for the balance of the term of such Lease then remaining upon the same terms and conditions. Each such Lease shall, at the request of Beneficiary, be assigned to Beneficiary upon Beneficiary's approved form, and each such assignment shall be recorded and acknowledged by the tenant thereunder. Concurrently with the execution of any Property. Subject and all Leases executed after the date hereof, Trustor shall cause the tenants thereunder to the provisions execute an attornment agreement in favor of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement Beneficiary in form and substance reasonably acceptable satisfactory to Lender if expressly required pursuant Beneficiary and immediately thereafter deliver such agreement to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportBeneficiary.

Leases. Borrower has delivered Each lease that is to Lender true and complete copies of all Leases pursuant to which any Borrower is the lessor at be used in leasing any of the Properties, including all modifications and amendments theretoreal property owned by Borrower or any Subsidiary shall be subject to Administrative Agent's prior written approval, which are in Borrower’s possessionapproval shall not be unreasonably withheld. Except for Each such lease shall have been entered into by Borrower or affiliates such Subsidiary in good faith and at arm's length. Borrower shall, or shall cause its Subsidiary to, assign to Administrative Agent all of Borrower occupying all or any part of any Propertyits right, no person has any possessory title and interest in any and to all leases and rents and shall execute and deliver to Administrative Agent written assignments thereof in form satisfactory to Administrative Agent. Upon request of Administrative Agent, Borrower shall deliver to Administrative Agent individual estoppel certificates from all tenants under such leases certifying: (a) that the leased premises have been completed to the satisfaction of that tenant, (b) that the lease is in full force and effect and there are no existing defaults to the knowledge of that tenant, (c) the date upon which the term of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respects, lease commenced and the applicable Borrower date to which rentals have been paid, (d) that owns there are no setoffs or counterclaims against the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) rent payments and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to credits against the provisions of Section 4.7(a) and rent payments except as set forth in the Exception Reportlease, upon foreclosure on any Property(e) that the lease has not been amended or modified and there are no representations, with respect to each Lease at such Property either (i) Lender shall automatically succeed warranties, understandings or agreements pertaining to the rights subject matter thereof other than as expressly stated in the written lease, and obligations (f) that the tenant has no knowledge of any prior assignment or pledge of the landlord under such Leases (ii) lease or such Leases may be terminated in accordance with of rentals thereunder. For purposes of clarification, this Section 5.12 shall only apply to real property owned by the Borrower and/or any early termination provisions within such Lease. Lender agreesSubsidiary and does not apply to leases or subleases to any Subsidiary, at Borrower’s sole cost and expense, nor does it apply to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required any leases of real property pursuant to which Borrower and/or any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has Subsidiary is the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Reportlessee.

Leases. Borrower has delivered to Lender true Except as set forth on Exhibit M (the “Lease Exhibit”), or as otherwise permitted by Section 9.2.2(b), there are no leases or other use or occupancy agreements affecting any Individual Property. True, correct and complete copies of all Leases pursuant to which any Borrower is the lessor at any of the PropertiesLeases of the Property and any amendments thereto have been delivered to Buyer, including except for de minimis omissions. The list of leases and other information set forth on the Lease Exhibit for each Seller’s Individual Property is true and correct in all modifications material respects and amendments theretoit is agreed that Seller shall have the right to update the Lease Exhibit as of the Closing Date to add new lease documents entered into after the Effective Date and to delete lease documents that are no longer in effect on such date. Seller has not granted any option or right of first refusal or first opportunity to any party to acquire the Property, which are in Borrower’s possessionany Individual Property or any portion thereof. Except as set forth in the Leases (including any Lease entered into in conformance with the provisions of Section 9.2.2(b)), Seller has not granted any option to any tenant under a Lease to expand its leased premises or to renew its Lease with respect to any Seller’s Individual Property. All work for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and tenant alterations required pursuant to the provisions terms of the Leases and other related work or Permitted Encumbrances. The Rent Roll is accurate and complete materials contracted for by Seller have been (or will be) substantially completed, in all material respects, on or prior to Closing, and the applicable Borrower that owns the Property covered all such work and materials have been (or will be) fully paid for on or prior to Closing by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and Seller except as set forth in the Exception Reporton Schedule 5.6. Except as set forth on Schedule 5.6, upon foreclosure on any Property, with respect all contributions to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions other tenant concessions, if any, have been (or abatementswill be) paid in full on or prior to Closing by Seller. Seller has not sent to nor received from any tenant any written notices of default under such tenant’s Lease, in each case as set forth in the Exception Reportwhich default remains uncured.

Leases. Borrower has delivered Any Rents which constitute Advance Rents Reserve Deposits shall be deposited into the Advance Rents Reserve Sub-Account to be applied in accordance with the Cash Management Agreement. The Borrowers, at Lender’s request, shall furnish Lender true and complete with executed copies of all Leases hereafter made. Each new Lease, other than (x) the addition of new sites pursuant to which any Borrower is existing master Leases, (y) new Leases in the lessor at any form of the Properties, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right to occupy existing Leases with the same except under and pursuant to the provisions of the Leases tenants, or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respects(z) Governmental Leases, and the applicable Borrower shall specifically provide that owns the Property covered by each such Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed is subordinate to the rights and obligations Deeds of Trust, provided that Lender agrees not to disturb the applicable Tenant’s possession for so long as Tenant is not in default under the terms of the landlord under such Leases applicable lease (as evidenced by an agreement substantially in the form of Exhibit E-1; (ii) or such Leases may that the tenant attorns to Lender; (iii) that the attornment of the tenant shall not be terminated by foreclosure; and (iv) that in accordance with any early termination provisions within such Lease. Lender agreesno event shall Lender, at Borrower’s sole cost and expenseas holder of the Deeds of Trust or as successor landlord, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements be liable to the space covered by its Lease. Notwithstanding tenant for any provision contained in this Agreement act or omission of any prior landlord or for any liability or obligation of any prior landlord occurring prior to the contrary, Leases may contain (date that Lender or any subsequent owner acquires title to the Site. On the Closing Date and the same at such other times as shall be expressly permitted hereunder without notice to required by applicable law (including upon replacement of the Manager) or upon the consent request of a Tenant, Lender shall execute a power of attorney (in the form of Exhibit F) enabling Manager (on behalf of Lender) to execute an agreement (an “SNDA”) providing that Lender agrees not to disturb the applicable tenant’s possession for so long as tenant is not in default under the terms of the applicable lease, except substantially in one of the forms described in Exhibit E-2 (with the appropriate information completed therein) without any material changes being made to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Reportform.

Leases. (a) Borrower has delivered 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 and Property Available Cash under the Mortgage Loan Documents, at any time that (i) payments are not being made to the Central Account or the Collection Account, or (ii) following repayment of the 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 in the manner and consistent with Section 5.01 of the Mortgage. 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 other form, shall, after and during the continuance of an Event of Default, be turned over to Lender true and complete copies of all Leases pursuant (together with any undisbursed interest earned thereon) upon Lender's request therefor to which any Borrower is be held by Lender subject to the lessor at any terms of the Properties, including all modifications and amendments thereto, Leases. Any letter of credit or other instrument which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held Owner holds in lieu of cash security deposits) deposit shall be maintained in full force and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth effect in the Exception Reportfull amount of such deposits unless replaced by cash deposits as herein-above described and shall in all respects comply with any applicable Legal Requirements and otherwise be satisfactory to Lender. Borrower shall, upon foreclosure on any Propertyrequest, provide Lender with respect evidence satisfactory to each Lease at such Property either Lender of Borrower's and Owner's compliance with the foregoing. (c) Borrower (i) Lender shall automatically succeed cause Owner to observe and perform all of its material obligations under the rights Leases pursuant to applicable Legal Requirements and obligations shall not do or permit to be done anything to impair the value of the landlord under such Leases Leases; (ii) shall cause Owner to promptly send copies to Lender of all notices of material default which Owner shall receive under the Leases; (iii) shall, consistent with the requirements of the Mortgage, enforce all of the terms, covenants and conditions contained in the Leases to be observed or performed; (iv) shall not permit Owner to collect any of the Rents under the Leases more than one (1) month in advance (except that Owner may collect in advance such security deposits as are permitted pursuant to applicable Legal Requirements and are commercially reasonable in the prevailing market); (v) shall not permit Owner to cancel or terminate any of the Leases may be terminated or accept a surrender thereof in any manner inconsistent with commercially reasonable standards exercised by Approved Managers; (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; (vii) shall cause Owner, in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expensethe Approved Manager Standard, to provide a subordinationmake 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, attornment and non-disturbance agreement in form and substance reasonably acceptable alter or amend any Major Space Lease or Property Agreement without Lender's consent, which consent will not be unreasonably withheld or delayed. In all instances that Owner is required to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or obtain the consent of Mortgage Lender prior to entering into any Lease, Lease amendment, modification or termination, Borrower shall cause Owner to obtain Lender's consent to such proposed Lease, except Lease amendment, modification or termination prior to permitting or causing Owner to submit the extent required pursuant proposed Lease, Lease amendment, modification or termination to Section 4.7(b)) Mortgage Lender. Borrower shall, and shall cause Owner to, promptly send copies to Lender of all notices of material default which Owner shall receive under the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportLeases.

Leases. (a) Borrower has and Maryland Owner have heretofore delivered to Lender true and complete copies of all Leases pursuant and any and all amendments or modifications thereof. Except as otherwise expressly disclosed on the Rent Roll or the Tenant estoppel certificates delivered to which any Borrower is Lender in connection with the lessor at any closing of the PropertiesLoan, including all modifications and amendments thereto, which are in to Borrower’s possessionKnowledge, Borrower (other than Maryland Individual Borrower), Maryland Owner or their respective predecessors have complied with and performed all of its or their material construction, improvement and alteration obligations with respect to the Properties required as of the date hereof and any other obligations under the Leases that are required as of the date hereof have either been complied with or the failure to comply with the same does not and would not reasonably be expected to have a Material Adverse Effect. (b) The Properties are not subject to any Leases other than the Leases described in the rent roll certified and delivered to Lender as of the Closing Date (the “Rent Roll”) and other than any sublease or license granted by any Tenant (or sub-tenant) under a Lease. The Rent Roll is true, complete and correct in all material respects as of the date set forth therein. Except for Borrower or affiliates of Borrower occupying all or any part of any Propertyas otherwise set forth on the Rent Roll, no person Person has any possessory interest in any of the Properties Individual Property or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrancesany sublease or license granted by any Tenant (or sub-tenant) under a Lease. The Rent Roll is accurate current Leases are in full force and complete in all material respectseffect and to Borrower’s Knowledge, and the applicable Borrower there are no defaults that owns the Property covered would reasonably be expected to have a Material Adverse Effect thereunder by each Lease either party (other than as expressly disclosed on the Rent Roll is Roll, Schedule 16.10 hereof or the lessor Tenant estoppel certificates delivered to Lender in connection with the closing of the Loan) and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults that would reasonably be expected to have a Material Adverse Effect thereunder (other than as expressly disclosed on the Rent Roll, Schedule 16.10 or the Tenant estoppel certificates delivered to Lender in connection with the closing of the Loan). No Tenant under any Lease has an unexpired right or option pursuant to such Lease. Except Lease or otherwise to purchase all or any part of the property of which the leased premises are a part, other than as indicated expressly disclosed on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no the Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable estoppel certificates delivered to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance the closing of the Loan. Borrower and other routine reconciliations) and no Tenant has the right Maryland Owner have delivered to require Borrower to perform or finance any Material Alterations or improvements Lender prior to the space covered by its Lease. Notwithstanding any provision contained in date of this Agreement to the contrarya true, Leases may contain (correct and complete list of all security deposits and the same shall be expressly permitted hereunder without notice to or the consent of Lenderamounts thereof, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, currently in each case as set forth in the Exception ReportBorrower’s and/or Maryland Owner’s possession.

Leases. (a) Upon Lender’s request, Borrower has delivered to shall furnish Lender true and complete with executed copies of all Leases, together with a detailed breakdown of income and cost associated therewith to the extent the same has been prepared by Borrower. All new Leases pursuant to which any Borrower is the lessor at any and renewals or amendments of the PropertiesLeases must be entered into on an arms-length basis with Tenants whose identity and creditworthiness, including all modifications and amendments thereto, which are in Borrower’s possessiongood faith judgment, is appropriate for tenancy in property of comparable quality, must provide for rental rates and other economic terms which, in Borrower’s good faith judgment, taken as a whole, are at least equivalent to then-existing market rates, based on the applicable market, and must contain terms and conditions that are commercially reasonable (in each case, unless Lender consents to such Lease in its sole discretion). Except All new Leases must provide that they are subject and subordinate to any current or future mortgage financing on the applicable Property and that the Tenant agrees to attorn to any foreclosing mortgagee at such mortgagee’s request, provided such mortgagee agrees to not disturb such Tenant’s tenancy except in accordance with its Lease. (b) All new Leases which are Major Leases, and all terminations, renewals and material amendments of Major Leases, and any surrender of rights under any Major Lease, shall be subject to the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed. To facilitate Borrower’s leasing process, Borrower shall have the right to present prospective leasing transactions to Lender for Borrower or affiliates its approval prior to the negotiation of Borrower occupying a final Lease. Such presentation shall include a summary term sheet of all or any part of any Property, no person has any possessory interest in any material terms of the Properties proposed Lease or right to occupy the same except under and pursuant to the provisions a draft of the Leases proposed Lease together with any additional information concerning such proposed Lease and the proposed Tenant thereunder as may be reasonably requested by Lender (the “Lease Term Sheet”). Each request for approval of a Lease or Permitted Encumbrances. The Rent Roll is accurate a Lease Term Sheet shall be submitted to Lender in an envelope marked “URGENT – LENDER’S ATTENTION REQUIRED WITHIN 7 BUSINESS DAYS”, together with (i) a copy of the proposed Lease or the Lease Term Sheet, (ii) a summary of the economic terms thereof and complete in all material respectsany termination options contained therein together with a detailed breakdown of income and costs associated with the proposed Lease, and (iii) copies of all written materials obtained by the applicable Borrower in connection with its evaluation of the creditworthiness of the proposed Tenant, and shall be deemed approved if Lender shall not have notified Borrower in writing of its disapproval thereof and the reasons for such disapproval within three Business Days after Borrower shall have given Lender written notice confirming that owns at least seven Business Days have elapsed since such submission, which written notice shall be submitted to Lender in an envelope marked “URGENT – SECOND AND FINAL NOTICE – LENDER’S ATTENTION REQUIRED BY [DATE]”. If Lender approves or is deemed to have approved the Property covered by each Lease Term Sheet, Lender’s approval of the final Lease shall be limited to Lender’s reasonable confirmation that the final Lease does not (i) deviate in any material adverse respect from the terms set forth on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll Lease Term Sheet or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has contain any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as material adverse terms not set forth in the Exception ReportLease Term Sheet, or (ii) deviate in any material respect from the approved Lease form (and otherwise such final Lease shall be subject to Lender’s reasonable written approval). Borrower shall deliver to Lender a copy of any Lease executed pursuant to a Lease Term Sheet together with an Officer’s Certificate indicating any material deviations from such Lease Term Sheet. (c) Borrower shall (i) observe and perform all the material obligations imposed upon the lessor under the Leases; (ii) enforce, to the extent commercially reasonable, all of the material terms, covenants and conditions contained in the Leases on the part of the lessee thereunder to be observed or performed, short of termination thereof, except that Borrower may terminate any Lease following a material default thereunder by the 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 Major Leases without the prior written consent of Lender. Borrower shall deliver to each new Tenant a Tenant Notice upon execution of such Tenant’s Lease or include same in such Tenant’s Lease or invoices, and promptly thereafter deliver to Lender a copy thereof and evidence of such Tenant’s receipt thereof. (d) To the extent required by applicable law, security deposits of Tenants under all Leases, whether held in cash or any other form, shall not be commingled with any other funds of Borrower and, if cash shall be deposited by Borrower in an Eligible Account or such other account at such commercial or savings bank as may be reasonably satisfactory to Lender, which account (if any) is hereby pledged to Lender. Borrower shall, upon foreclosure Lender’s request, provide Lender with evidence reasonably satisfactory to Lender of Borrower’s compliance with the foregoing. During the continuance of any 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) which Borrower had not returned to the applicable Tenants or applied in accordance with the terms of the applicable Lease. (e) Whenever a Lease is terminated, whether by buy-out, cancellation, default or otherwise, and Borrower is entitled to any Propertypayment, with fee or penalty in respect of such termination (a “Termination Fee”), Borrower shall promptly cause such Termination Fee to each Lease at such Property either be deposited into an Eligible Account pledged to Lender. Provided no Event of Default has occurred and is continuing, (i) Lender shall automatically succeed disburse such Termination Fee to Borrower at the rights written request of Borrower in respect of Leasing Commissions and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable Tenant Improvement costs incurred by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and replacement Leases at any Properties, other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance than any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent Property with an Aggregate Allocated Loan Amount of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatementszero, in each case provided such Lease is entered into in accordance with the terms of this Agreement. (f) Within ten Business Days after receipt of written request therefor, provided Lender has received a copy of the executed corresponding Lease, Lender shall execute and deliver to Borrower a subordination, non-disturbance and attornment agreement (an “SNDA”). If the form of the SNDA shall be prescribed by the Lease in question, and Lender shall have approved (or been deemed, in accordance with Section 5.7(b) hereof, to have approved) such Lease (and the form of SNDA was attached to the draft Lease that was delivered to Lender as set forth part of Borrower’s request for approval), Lender shall execute and deliver the SNDA in the Exception Reportform prescribed by such approved Lease. Notwithstanding the foregoing, in the case of any Lease as to which Lender’s approval is not required pursuant to this Section 5.7 where such tenant thereunder requests an SNDA, the SNDA to be executed and delivered by Lender shall be in substantially the form attached hereto as Exhibit G, and such form shall also be attached to Borrower’s standard form of Lease as approved by Lender. Lender agrees to reasonably negotiate the terms of the SNDA with any Tenant under any Lease, but shall not be required to execute an SNDA that differs in any material respect from the form attached hereto as Exhibit G. All reasonable out-of-pocket attorneys’ fees and disbursements incurred by Lender in connection with such SNDA shall be payable by Borrower within ten Business Days after Lender’s written request therefor, whether or not the SNDA is ultimately executed and/or recorded.

Leases. (a) Borrower shall deliver copies of all Space Leases, and amendments, modifications and renewals thereof entered into after the date hereof, to Lender. All new Space Leases shall provide for rental rates comparable to then existing local market rates and terms and conditions which constitute good and prudent business practice and are consistent with prevailing market terms and conditions, and, except for Space Leases with the Manager not in excess of 4,000 square feet with respect to any Project, shall be arms-length transactions. Borrower has delivered to Lender, and Lender true has approved, standard forms of Space Lease for the Projects, which provide that they are subordinate to the Loan and complete copies that the lessees thereunder will attorn to Lender. (b) Borrower shall not enter into a proposed Major Space Lease or a proposed renewal, extension or modification (affecting monetary terms and/or other terms that are material in nature) of all Leases an existing Major Space Lease without the prior written consent of Lender which consent shall not, so long as no Event of Default exists, be unreasonably withheld or delayed (it being agreed and acknowledged by Borrower that Lender may consider, in connection with a request for its consent under this subsection (b), inter alia, Borrower’s ability to pay the anticipated tenant improvement costs and leasing commissions); provided, however, that with respect to any existing Major Space Lease, the foregoing shall not be deemed to limit the right of any tenant to extend or renew its lease pursuant to which any Borrower is the lessor at any of the Properties, including all modifications and amendments thereto, which are such right or option in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part favor of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as tenant expressly set forth in its Lease. Any request by Borrower for Lender’s approval of a proposed Major Space Lease shall be in writing and shall be accompanied by a copy of such proposed Major Space Lease, together with a summary of the Exception Reportmaterial terms thereof (including, but not limited to, the proposed tenant improvement costs and leasing commissions) and a copy of such proposed lease as blacklined to show changes from the Standard Lease Form approved by Lender. Lender shall approve or disapprove each proposed Major Space Lease or proposed renewal, extension or modification of an existing Major Space Lease for which Lender’s approval is required under this Agreement within ten (10) Business Days after the submission by Borrower to Lender of such written request for such approval, after which such proposed Major Space Lease shall be deemed to have been approved by Lender. If requested by Borrower, within five (5) Business Days after request therefor, Lender will grant conditional approval of proposed Major Space Leases or proposed renewals, extensions or modifications of existing Major Space Leases based upon foreclosure on the initial summary of material terms, provided that Lender shall retain the right to disapprove any Propertysuch proposed Major Space Lease or proposed renewal, extension or modification of an existing Major Space Lease, if subsequent to any preliminary approval material changes are made to the terms previously approved by Lender, or additional material terms are added that had not previously been considered and approved by Lender in connection with such proposed Major Space Lease or proposed renewal, extension or modification of an existing Major Space Lease or if the form of proposed Major Space Lease reflects material revisions to the Standard Lease Form that are not either (y) required to reflect the approved terms and conditions of the proposed Major Space Lease or (z) consistent with changes then being made generally to lease documents in the then current leasing market for comparable space in similar buildings in the locale of the Project in question. If requested by Borrower with respect to each Lease at such Property either a tenant (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases a proposed Major Space Lease, and/or (ii) that is a “national” or such Leases may be terminated in accordance with any early termination provisions within such Lease. “credit” tenant, Lender agreesagrees to enter into its standard form of Subordination, at Borrower’s sole cost and expense, to provide a subordination, attornment and nonNon-disturbance and Attornment agreement in with such tenant, with such revisions to such form as are requested by the proposed tenant and substance are reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Report.

Leases. Borrower has delivered Perform in a timely manner all of Seller's obligations under the Leases, consistent with Seller's ordinary business practices in effect as of the date hereof. Subsequent to Lender true the expiration of the Inspection Period, Seller shall not enter into any new Leases without Buyer's prior written consent, which consent shall not be unreasonably withheld or delayed, except for new Leases entered into by Seller in the ordinary course of business for terms not exceeding one year and complete at rentals at least equal to those currently being charged (and to promptly deliver to Buyer copies of all Leases pursuant to which any Borrower is the lessor at such new Leases). In addition, Seller shall not modify or terminate any of the Properties, including all modifications and amendments theretoLeases without Buyer's prior written consent, which are in Borrower’s possessionconsent shall not be unreasonably withheld or delayed. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any If Seller desires to enter into a new Lease subsequent to the expiration of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respectsInspection Period, and the applicable Borrower that owns the Property covered by each which Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or requires the consent of LenderBuyer thereto as provided in this Section 15.1 Seller shall deliver written notice to Buyer requesting Buyer's approval thereof and providing therewith the most current draft of the proposed new Lease. Seller also agrees to provide any other information concerning the new Lease and proposed tenant which Buyer reasonably requests. Buyer shall respond to Seller's request for approval of the new Lease transaction within two (2) business days after the delivery of Seller's notice. Unless Buyer shall deliver written notice to Seller disapproving the proposed new Lease within such two (2) day period, except Buyer shall be deemed to the extent required pursuant have approved such Lease transaction for all purposes of this Agreement and Seller may proceed to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth consummate such new Lease in the Exception Reportform most recently approved (or deemed approved) by Buyer.

Leases. (a) Borrower has delivered 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 Mezz Lender in respect of the Rents under the Senior Mezz Loan Documents, at any time that (i) payments are not being made to the Central Account, (ii) following repayment of the Mortgage Loan or (iii) following the occurrence of an Event of Default, 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 and Senior Mezz Lender under the Senior Mezz Loan Documents, security and other refundable deposits of tenants, whether held in cash or any other form, shall, after and during the continuance of an Event of Default, be turned over to Lender true and complete copies of all Leases pursuant (together with any undisbursed interest earned thereon) upon Lender’s request therefor to which any Borrower is be held by Lender subject to the lessor at any terms of the Properties, including all modifications and amendments thereto, Leases. Any letter of credit or other instrument which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held Owner holds in lieu of cash security deposits) deposit shall be maintained in full force and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth effect in the Exception Reportfull amount of such deposits unless replaced by cash deposits as herein-above described and shall in all respects comply with any applicable Legal Requirements and otherwise be satisfactory to Lender. Borrower shall, upon foreclosure on any Propertyrequest, provide Lender with respect evidence satisfactory to each Lease at such Property either Lender of Borrower’s, Senior Mezz Borrower’s and Owner’s compliance with the foregoing. (c) Borrower (i) Lender shall automatically succeed cause Owner to observe and perform all of its material obligations under the rights Leases pursuant to applicable Legal Requirements and obligations shall not do or permit to be done anything to impair the value of the landlord under such Leases Leases; (ii) shall cause Owner to promptly send copies to Lender of all notices of material default which Owner shall receive under the Leases; (iii) shall, consistent with the Approved Manager Standard, enforce all of the terms, covenants and conditions contained in the Leases to be observed or performed; (iv) shall not permit Owner to collect any of the Rents under the Leases more than one (1) month in advance (except that Owner may collect in advance such security deposits as are permitted pursuant to applicable Legal Requirements and are commercially reasonable in the prevailing market); (v) shall not permit Owner to cancel or terminate any of the Leases may be terminated 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; (vii) shall cause Owner, in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expensethe Approved Manager Standard, to provide a subordinationmake 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, attornment and non-disturbance agreement in form and substance reasonably acceptable alter or amend any Major Space Lease or Premises Agreement without Lender’s consent, which consent will not be unreasonably withheld or delayed. In all instances that Owner is required to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or obtain the consent of Mortgage Lender prior to entering into any Lease, Lease amendment, modification or termination, Borrower shall cause Owner to obtain Lender’s consent to such proposed Lease, except Lease amendment, modification or termination prior to permitting or causing Owner to submit the extent required pursuant proposed Lease, Lease amendment, modification or termination to Section 4.7(b)) Mortgage Lender. Borrower shall, and shall cause Senior Mezz Borrower and Owner to, promptly send copies to Lender of all notices of material default which either Senior Mezz Borrower or Owner shall receive under the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportLeases.

Leases. (a) Prior to execution of any Leases of space in the Improvements after the date hereof, Borrower has delivered shall submit to Lender, for Lender’s prior approval, which approval shall not be unreasonably withheld, a copy of the form Lease Borrower plans to use in leasing space in the Improvements or at the Property. All such Leases of space in the Improvements or at the Property shall be on terms consistent with the terms for similar leases in the market area of the Premises, 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. Such Leases shall also provide for security deposits in reasonable amounts consistent with prevailing market conditions. Borrower shall also submit to Lender for Lender’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. Borrower shall not execute any Lease for all or a substantial portion of the Property, except for an actual occupancy by the Tenant, lessee or licensee thereunder, and shall at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all Leases with respect to the Property, now or hereafter existing, on the part of the landlord, lessor or licensor thereunder to be kept and performed. Borrower shall furnish to Lender, within sixty (60) days after a request by Lender to do so, but in any event by January 1 of each year, a current Rent Roll, certified by Borrower as being true and complete copies correct, containing the names of all Tenants with respect to the Property, the terms of their respective Leases, the spaces occupied and the rentals or fees payable thereunder and the amount of each Tenant’s security deposit. Upon the request of Lender, Borrower shall deliver to Lender a copy of each such Lease. Borrower shall not do or suffer to be done any act, or omit to take any action, that might result in a default by the landlord, lessor or licensor under any such Lease or allow the Tenant thereunder to withhold payment of rent or cancel or terminate same and shall not further assign any such Lease or any such Rents and Profits. Borrower, at no cost or expense to Lender, shall enforce, short of termination, the performance and observance of each and every condition and covenant of each of the parties under such Leases pursuant to which and Borrower shall not anticipate, discount, release, waive, compromise or otherwise discharge any Borrower is the lessor at rent payable under any of the PropertiesLeases. Notwithstanding the foregoing, including at any time and from time to time, Lender shall be entitled to, and Borrower hereby grants to Lender the right to, undertake any and all modifications action as may be required (in the sole discretion of Lender) to cure any default, or event which with the passage of time following any notice and amendments theretocure period shall constitute a default by Borrower, under such Leases. Borrower shall not, without the prior written consent of Lender, 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, with respect only to Leases affecting less than the lesser of (x) five percent (5%) of the gross leaseable area of the Improvements and (y) 2,500 square feet and having a term of three (3) years or less, in the normal course of business in a manner which are is consistent with sound and customary leasing and management practices for similar properties in Borrower’s possessionthe community in which the Property is located. Except Borrower shall not permit the prepayment of any rents under any of the Leases for Borrower more than one (1) month prior to the due date thereof. (b) Each Lease executed after the date hereof affecting any of the Premises or affiliates the Improvements must provide, in a manner approved by Lender, that the Tenant will recognize as its landlord, lessor or licensor, as applicable, and attorn to any person succeeding to the interest of Borrower occupying upon any foreclosure of this Deed of Trust or deed in lieu of foreclosure. Each such Lease shall also provide that, upon request of said successor-in-interest, the Tenant shall execute and deliver an instrument or instruments confirming its attornment as provided for in this Section; provided, however, that neither Lender nor any successor-in-interest shall be bound by any payment of rent for more than one (1) month in advance, or any amendment or modification of said Lease made without the express written consent of Lender or said successor-in-interest. (c) Upon the occurrence 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 Lender, Borrower shall surrender to Lender, and Lender shall be entitled to take actual possession of, the Property or any part thereof personally, or by its agent or attorneys. In such event, Lender shall have, and Borrower hereby gives and grants to Lender, the right, power and authority to make and enter into Leases with respect to the Property or portions thereof for such rents and for such periods of occupancy and upon conditions and provisions as Lender may deem desirable in its sole discretion, and Borrower expressly acknowledges and agrees that the term of any such Lease may extend beyond the date of any foreclosure sale of the Property, it being the intention of Borrower that in such event Lender shall be deemed to be and shall be the attorney-in-fact of Borrower for the purpose of making and entering into Leases of parts or portions of the Property for the rents and upon the terms, conditions and provisions deemed desirable to Lender in its sole discretion and with like effect as if such Leases had been made by Borrower as the owner in fee simple of the Property free and clear of any conditions or limitations established by this Deed of Trust. The power and authority hereby given and granted by Borrower to Lender shall be deemed to be coupled with an interest, shall not be revocable by Borrower so long as any portion of the Debt is outstanding, shall survive the voluntary or involuntary dissolution of Borrower and shall not be affected by any disability or incapacity suffered by Borrower subsequent to the date hereof. In connection with any action taken by Lender pursuant to this Section, Lender shall not be liable for any loss sustained by Borrower resulting from any failure to let the Property, or any part thereof, or from any other act or omission of Lender in managing the Property, nor shall Lender be obligated to perform or discharge any obligation, duty or liability under any Lease covering the Property or any part thereof or under or by reason of this instrument or the exercise of rights or remedies hereunder. Borrower shall, and does hereby, indemnify Lender for, and hold Lender harmless from, any and all claims, actions, demands, liabilities, loss or damage which may or might be incurred by Lender 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 Lender 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 Lender. Should Lender 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 Lender until actually paid by Borrower, shall be immediately due and payable to Lender by Borrower 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 Lender any duty, obligation or responsibility for the control, care, management or repair of the Property, no person has any possessory interest in or for the carrying out of any of the Properties terms and conditions of any such Lease, nor shall it operate to make Lender responsible or right to occupy liable for any waste committed on the same except under and pursuant to Property by the provisions Tenants or by any other parties or for any dangerous or defective condition of the Leases Property, or Permitted Encumbrances. The Rent Roll is accurate and complete for any negligence in all material respectsthe management, and upkeep, repair or control of the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions Borrower hereby assents to, ratifies and confirms any and all actions of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Property, Lender with respect to each Lease at such the Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord taken under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportSection.

Leases. Borrower has delivered The Leases and any amendments thereto provided by Borrowers to Lender true Agent with respect to each Mortgaged Property are true, correct and complete copies as of the date of inclusion of such Mortgaged Property in the Collateral. An accurate and complete Rent Roll as of the date of inclusion of each Mortgaged Property in the Collateral with respect to all Leases pursuant of any portion of the Mortgaged Property has been provided to the Agent. The Leases previously delivered to Agent as described in the preceding sentence constitute as of the date thereof the sole agreements relating to leasing or licensing of space at such Mortgaged Property and in the Building relating thereto. As of the date of delivery of such Rent Roll upon inclusion of a Mortgaged Property in the Collateral, no tenant or licensee under any Lease is entitled to any free rent, partial rent, rebate of rent payments, credit, offset or deduction in rent, including, without limitation, lease support payments or lease buy-outs, except as reflected in such Rent Roll. Except as set forth in Schedule 6.22, the Leases reflected therein are, as of the date of inclusion of the applicable Mortgaged Property in the Collateral, (a) in full force and effect in accordance with their respective terms, (b) without any payment default or to the knowledge of Borrowers and Guarantors any other material default thereunder, and to the knowledge of Borrowers and Guarantors there are no defenses, counterclaims, offsets, concessions or rebates available to any tenant or licensee thereunder, and except as reflected in Schedule 6.22, no Borrower has given or made, any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases, and to the knowledge of the Borrowers and Guarantors there is no basis for any such claim or notice of material default by tenant or licensee. No property other than the Mortgaged Property which is the subject of the applicable Lease is necessary to comply with the requirements (including, without limitation, parking requirements) contained in such Lease. Each Borrower is the lessor at any holder of the Propertieslessor’s, including all modifications and amendments thereto, which are in Borrowerlandlord’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory licensor’s interest in any and to all of the Properties or right Leases of the Mortgaged Property owned by it. Each Borrower has granted to occupy Agent for the same except under benefit of the Lenders a first priority lien and security interest in and to all of the Leases of the Mortgaged Property owned by it pursuant to the provisions terms of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respectsSecurity Documents, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportSchedule 1.4 attached hereto.

Leases. Borrower (a) Prior to the Closing, Sellers shall use commercially reasonable efforts (but without any obligation to pay any money or other consideration) to obtain and deliver to Buyers (i) estoppel certificates from each counterparty under the Real Property Leases and Third Party Leases, substantially in the form required by the applicable lease or, if no form is provided for, in a form mutually agreeable to the Parties (each, a “Lease Estoppel”), and (ii) to the extent reasonably requested by Buyers, Subordination and Non-Disturbance Agreements from third party landlords and their lenders with respect to the Leased Real Properties, in a form mutually agreeable to the Parties (each, an “SNDA”). Sellers shall be obligated for any amounts required by the terms of the Real Property Leases to be paid by the signatories to the Lease Estoppels and SNDAs. (b) Notwithstanding anything to the contrary set forth herein, if, despite the exercise of commercially reasonable efforts, any Seller is unable to obtain any Lease Estoppel for any reason (including if Seller obtains a Lease Estoppel from any tenant but reasonably believes any disclosure on such Lease Estoppel is inaccurate), then Sellers shall deliver to Buyers an estoppel certificate with respect to the applicable Real Property Lease or Third Party Lease, in a form reasonably acceptable to Buyers (each, a “Seller Estoppel”) and, in the case of any Seller Estoppel that Sellers deliver to Buyers due to a reasonable belief that any disclosure on the Lease Estoppel received for the applicable Station Property is inaccurate, Sellers shall inform Buyers of such belief and issue. Delivery of a Seller Estoppel for a Station Property shall not waive or limit any indemnification rights that any Buyer Indemnified Party has delivered to Lender true and complete copies of all Leases pursuant to which Section 8.2 in respect of any Borrower breach or violation of or default under the applicable Real Property Lease or Third Party Lease; provided, however that to the extent a Lease Estoppel is obtained and delivered with respect to any Leased Real Property following the lessor at any delivery of the PropertiesSeller Estoppel, including all modifications and amendments theretosuch Seller Estoppel shall be of no further force or effect for any purpose under this Agreement with respect to such Leased Real Property. (c) Subject to Section 5.13(b), which are in Borrower’s possession. Except for Borrower (i) no Lease Estoppel will be acceptable if it reflects any fact or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll circumstance that is accurate and complete not consistent in all material respectsrespects with or reflected in this Agreement or any representation or warranty by Sellers hereunder (including, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Reportwithout limitation, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security depositsany Ancillary Agreements) and (ii) no Tenant Seller Estoppel will be acceptable if it reflects any fact or other party has any option, right of first refusal circumstance that is not consistent in all material respects with or similar preferential right to purchase all reflected in this Agreement or any portion of representation or warranty by Sellers hereunder (including, without limitation, in any Property. Subject to the provisions of Section 4.7(aAncillary Agreements) and except as set forth (each such fact or circumstance described in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either foregoing clauses (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii), an “Objectionable Disclosure”) or such Leases may be terminated in accordance with if it reflects or discloses any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to actual material uncured breach or default by any Lease. No material amounts are payable by Borrower to any Tenant Seller under a Real Property Lease (other than in connection with common area maintenance or Third Party Lease that has not previously been disclosed to Buyers. To the extent a Lease Estoppel or Seller Estoppel discloses an actual or alleged breach or default by a Seller under a Real Property Lease or Third Party Lease, Sellers shall use commercially reasonable efforts to commence curing such matter, if and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required curable, not later than delivery to Buyers of the applicable Lease Estoppel or Seller Estoppel, and shall thereafter use commercially reasonable efforts to complete such cure prior to the Closing. In the event Sellers fail to cure such breach or default prior to the Closing as provided in the preceding sentence, and/or in the event Buyers disapprove of any Objectionable Disclosure disclosed by any Lease Estoppel or Seller Estoppel, then, at Buyers’ option, exercisable by written notice to Sellers prior to the consummation of the Closing, (A) the Purchase Price will be reduced by an amount reasonably necessary to cure the applicable breach or default, such amount to be mutually agreed upon in good faith by Buyers and Sellers, or (B) Buyers may elect to proceed to the Closing without a reduction of the Purchase Price and bring a claim for indemnification pursuant to Section 4.7(b)8.2(d) for (1) the rights actual documented out-of-pocket Losses, if any, suffered, sustained, incurred or required to be paid at any time from and after the Closing by any Buyer Indemnified Party to the extent based upon, arising out of, resulting from or because of tenants such uncured breach or default, plus (2) the Assigned Drop Value assigned to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth the applicable Station Property on Schedule 2.7 in the Exception Reportevent the applicable Real Property Lease or Third Party Lease is terminated following the Closing as a result of such uncured breach or default.

Leases. (a) Borrower shall not enter into any lease or similar agreement affecting any portion of the Project other than an Approved Lease. For purposes hereof, an “Approved Lease” shall mean: (i) each Existing Lease; (ii) any other fully executed lease between Borrower and a particular tenant relating to any portion of the Project which has delivered been approved in writing by Lender; or (iii) a Minor Lease on a lease form pre-approved by Lender. In any event, not more than five percent (5%) of the Leasable Space at the Project shall be leased to any one or more Affiliates of Borrower or either Guarantor or any Person in which Borrower or Guarantor possesses an ownership interest. Within fifteen (15) business days after receipt by Lender of Borrower’s written request for Lender’s approval or rejection of a proposed Approved Lease together with a copy of such proposed Approved Lease, Lender shall notify Borrower whether the proposed Approved Lease is approved or rejected. If Lender fails to so notify Borrower within such time period, Lender shall be deemed to have approved such proposed Approved Lease. Borrower shall deliver to Lender a true correct and complete copies copy of each Approved Lease within ten (10) days following its execution. In conjunction with the execution of an Approved Lease, the tenant thereunder shall execute an Estoppel Certificate and Subordination, Non-Disturbance and Attornment Agreement in form attached hereto as Exhibit E. (b) Tenant security deposits shall be maintained in accounts with Lender and shall be fully funded and “in balance” at all Leases pursuant times. (c) Without in each case obtaining the prior consent of Lender (which shall not be unreasonably withheld), Borrower shall not, except in the case of Minor Leases, (i) cancel or terminate or accept the surrender of any Approved Lease other than by the terms of such Approved Lease or following a default by the tenant thereunder, (ii) amend, modify or otherwise change any such Approved Lease so as to which decrease the term or reduce the rental due, or discount, compromise or forgive any Borrower is amounts due, or diminish any tenant’s obligation with regard to the lessor at any payment of taxes, insurance and other sums, (iii) permit the payment of rent more than thirty (30) days in advance of the Propertiesdue date under any such Approved Lease, including all modifications and amendments theretoor anticipate, which are in Borrower’s possession. Except for Borrower encumber or affiliates of Borrower occupying all assign the rents or any part thereof or any interest therein, (iv) release any guarantor or surety of any Propertytenant’s obligations under any such Approved Lease, no person has (v) waive any possessory interest material default under or material breach of any such Approved Lease, or (vi) take any other action in connection with any such Approved Lease which would materially impair the value of the Properties rights or right to occupy the same except under and pursuant to interests of Borrower thereunder. (d) Borrower shall promptly (i) perform all of the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each Approved Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations part of the landlord under such Leases thereunder to be performed, (ii) enforce all of the material provisions of such Approved Leases on the part of the tenants thereunder to be performed, (iii) appear in and defend any action proceeding arising under, growing out of or in any manner connected with such Leases may Approved Lease or the obligations of Borrower as landlord or of the tenants thereunder, (iv) deliver to Lender, within ten (10) Business Days after request by Lender, a written statement containing the name of all tenants, the terms of each Approved Lease and the spaces occupied and rentals payable thereunder, and a statement of any Approved Lease which is then in default, including the nature and magnitude of the default and (v) deliver to Lender, a copy of each Approved Lease not previously provided to Lender. (e) Any early lease termination lump sum payment or other lump sum lease payment received by the Borrower from tenants under any Approved Lease shall be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable remitted to Lender if expressly required pursuant to any Leasereduce the outstanding principal balance of the Loan. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has Payments of the right to require Borrower to perform or finance any Material Alterations or improvements Loan shall be applied to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to outstanding principal balance of the contrary, Leases may contain (Loan first and not the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportExisting Loan.

Leases. Borrower has delivered Mortgagor hereby represents that there are no leases or agreements to Lender true and complete copies of all Leases pursuant to which any Borrower is the lessor at any of the Properties, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying lease all or any part of the Mortgaged Property now in effect except the Leases, if any, expressly approved in writing by Mortgagee. Mortgagor agrees not to enter into any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right agreements to purchase lease all or any portion part of the Mortgaged Property or to terminate or consent to the prior surrender of, or assign its interest in, or modify or amend in any material respect any Leases or to permit the tenant or subtenant thereunder to subordinate its Leases to any lien subordinate to this Mortgage, without the prior written consent thereof by Mortgagee, which consent shall not be unreasonably withheld, conditioned or delayed. Upon receipt by Mortgagor, from time to time, of any Property. Subject to the provisions of Section 4.7(a) and except as set forth in the Exception Reportsecurity deposit, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease prepaid rent (other than prepaid rent for the next succeeding calendar month), or similar payments by a tenant, subtenant, licensee or other user of the Mortgaged Property, Mortgagor shall deposit such sum in connection a separate escrow account with common area maintenance a national or state bank having banking offices in the state in which the Mortgaged Property is located. Mortgagor shall promptly give Mortgagee written notice of the name and other routine reconciliations) address of the bank and no Tenant has the right account number of the escrow account Mortgagor shall also give written authorization to require Borrower such bank to perform or finance permit Mortgagee to receive any Material Alterations or improvements information requested by Mortgagee from the bank as to the space covered status and balance of such account. Said sums shall be held in trust by its LeaseMortgagor and disbursed only upon the prior written approval of Mortgagee, which approval shall not be unreasonably withheld. Notwithstanding The prior written consent of Mortgagee shall not be required when by law (or agreement approved by Mortgagee) Mortgagor is required to return any provision contained in this Agreement of such sums to the contraryparty who deposited it with Mortgagor. Mortgagor hereby assigns all of such bank accounts to Mortgagee as collateral security for the Obligations and Mortgagor agrees that after an Event of Default by Mortgagor under the Loan Documents, Leases may contain (and the same sums in said bank accounts shall, at the election of Mortgagee, be payable to Mortgagee as assignee of such bank account; provided, however, that Mortgagee shall be expressly permitted hereunder without notice to or the consent have no liability for any prior misapplication of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance said sums by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportMortgagor.

Leases. Borrower (a) Prior to the Closing, Sellers shall use commercially reasonable efforts (but without any obligation to pay any money or other consideration) to obtain and deliver to Buyers (i) estoppel certificates from each counterparty under the Real Property Leases and Third Party Leases, substantially in the form required by the applicable lease or, if no form is provided for, in a form mutually agreeable to the Parties (each, a “Lease Estoppel”), and (ii) to the extent reasonably requested by Buyers, Subordination and Non-Disturbance Agreements from third party landlords and their lenders with respect to the Leased Real Properties, in a form mutually agreeable to the Parties (each, an “SNDA”). Lease Estoppels shall be dated no more than thirty (30) days prior to the Closing Date; provided, however, that Sellers shall be obligated for any amounts required by the terms of the Real Property Leases to be paid by the signatories to the Lease Estoppels and SNDAs. (b) Notwithstanding anything to the contrary set forth herein, if, despite the exercise of commercially reasonable efforts, any Seller is unable to obtain any Lease Estoppel for any reason (including if Seller obtains a Lease Estoppel from any tenant but reasonably believes any disclosure on such Lease Estoppel is inaccurate), then Sellers shall deliver to Buyers an estoppel certificate with respect to the applicable Real Property Lease or Third Party Lease, in a form reasonably acceptable to Buyers (each, a “Seller Estoppel”) and, in the case of any Seller Estoppel that Sellers deliver to Buyers due to a reasonable belief that any disclosure on the Lease Estoppel received for the applicable Station Property is inaccurate, Sellers shall inform Buyers of such belief and issue. Delivery of a Seller Estoppel for a Station Property shall not waive or limit any indemnification rights that any Buyer Indemnified Party has delivered to Lender true and complete copies of all Leases pursuant to which Section 8.2 in respect of any Borrower breach or violation of or default under the applicable Real Property Lease or Third Party Lease; provided, however that to the extent a Lease Estoppel is obtained and delivered with respect to any Leased Real Property following the lessor at any delivery of the PropertiesSeller Estoppel, including all modifications and amendments theretosuch Seller Estoppel shall be of no further force or effect for any purpose under this Agreement with respect to such Leased Real Property. (c) Subject to Section 5.13(b), which are in Borrower’s possession. Except for Borrower (i) no Lease Estoppel will be acceptable if it reflects any fact or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll circumstance that is accurate and complete not consistent in all material respectsrespects with or reflected in this Agreement or any representation or warranty by Sellers hereunder (including, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Reportwithout limitation, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security depositsany Ancillary Agreements) and (ii) no Tenant Seller Estoppel will be acceptable if it reflects any fact or other party has any option, right of first refusal circumstance that is not consistent in all material respects with or similar preferential right to purchase all reflected in this Agreement or any portion of representation or warranty by Sellers hereunder (including, without limitation, in any Property. Subject to the provisions of Section 4.7(aAncillary Agreements) and except as set forth (each such fact or circumstance described in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either foregoing clauses (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii), an “Objectionable Disclosure”) or such Leases may be terminated in accordance with if it reflects or discloses any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to actual material uncured breach or default by any Lease. No material amounts are payable by Borrower to any Tenant Seller under a Real Property Lease (other than in connection with common area maintenance or Third Party Lease that has not previously been disclosed to Buyers. To the extent a Lease Estoppel or Seller Estoppel discloses an actual or alleged breach or default by a Seller under a Real Property Lease or Third Party Lease, Sellers shall use commercially reasonable efforts to commence curing such matter, if and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required curable, not later than delivery to Buyers of the applicable Lease Estoppel or Seller Estoppel, and shall thereafter use commercially reasonable efforts to complete such cure prior to the Closing. In the event Sellers fail to cure such breach or default prior to the Closing as provided in the preceding sentence, and/or in the event Buyers disapprove of any Objectionable Disclosure disclosed by any Lease Estoppel or Seller Estoppel, then, at Buyers’ option, exercisable by written notice to Sellers prior to the consummation of the Closing, (A) the Purchase Price will be reduced by an amount reasonably necessary to cure the applicable breach or default, such amount to be mutually agreed upon in good faith by Buyers and Sellers, or (B) Buyers may elect to proceed to the Closing without a reduction of the Purchase Price and bring a claim for indemnification pursuant to Section 4.7(b)8.2(d) for (1) the rights actual documented out-of-pocket Losses, if any, suffered, sustained, incurred or required to be paid at any time from and after the Closing by any Buyer Indemnified Party to the extent based upon, arising out of, resulting from or because of tenants such uncured breach or default, plus (2) the Assigned Drop Value assigned to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth the applicable Station Property on Schedule 2.7 in the Exception Reportevent the applicable Real Property Lease or Third Party Lease is terminated following the Closing as a result of such uncured breach or default.

Leases. Borrower has delivered Seller shall not enter into or consent to Lender true and complete any Lease or Lease amendment, modification, termination, expansion, renewal, lease assignment or sublease for the Property or premises therein without the prior written approval of Buyer (other than consents to assignment or subleasing which in Seller’s reasonable judgment are required to be granted under the applicable Lease, provided that Seller shall provide Buyer with copies of all Leases pursuant to which any Borrower is the lessor at any of the Properties, including all modifications and amendments theretosuch consents), which are approval may be withheld in BorrowerBuyer’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Leasesole discretion. Except as indicated on required in Seller’s reasonable judgment to prevent injury to natural persons or damage to property, Seller shall not exercise any default remedies under the Rent Roll Leases including commencing any legal action against a tenant or Exception Report, no applying any security deposits are being held by Borrower (including bonds or draw upon letters of credit, as applicable, without the prior written consent of Buyer, which may be withheld in Buyer’s sole discretion, provided that Seller may draw down a letter of credit being held any amount of rent in lieu default past any applicable notice and cure period under the applicable Lease without the prior written consent of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion Buyer provided that Seller shall provide Buyer with notice of any Property. Subject such draw down at least 2 Business Days prior to the provisions of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations expiration of the landlord under Review Period. Buyer shall either approve or disapprove any proposed Lease modification, amendment, termination, expansion, renewal, assignment or sublease or exercise of remedies submitted to Buyer for approval within five (5) business days of receipt. Buyer’s failure to expressly approve or disapprove of any such Leases proposed Lease modification, amendment, termination, expansion, renewal, assignment or sublease or exercise of remedies within said five (ii5) business day period shall conclusively constitute Buyer’s approval of same. Seller shall deliver to Buyer, promptly after receipt by Seller, a copy of all current written default and other material notices to and from tenants during the term of this Agreement. Buyer shall, at Close of Escrow, assume the obligation to pay and shall pay all Lease commissions, tenant improvement costs and other costs and expenses arising, or such Leases may be terminated that shall have arisen, from or in connection with any Lease modification, amendment or lease assignment entered into with Buyer’s consent between the date hereof and the Close of Escrow in accordance with any early termination provisions within this Section 7.3 and which first become due following the Close of Escrow, such Lease. Lender agrees, at Borrower’s sole cost and expense, obligation to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has survive the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent Close of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportEscrow.

Leases. (a) Without the prior written consent of Lender, such consent not to be unreasonably withheld, Borrower has delivered shall not (i) enter into any Lease, (ii) modify, amend or terminate, other than by reason of the tenant's default, any Lease, (iii) accept any rental payment on a Lease for more than one month in advance of its due date, or (iv) enter into any ground lease of the Property. Notwithstanding the foregoing, any Lease for an apartment unit in the Improvements which (1) is on a form approved by Lender (with no material modifications thereto), and (2) satisfies the applicable Minimum Lease Standards, shall not, nor shall any modification thereof, require Lender's prior approval and is deemed to Lender true and complete copies be an Approved Lease. (b) Borrower shall not suffer or permit any breach or default to occur in any of all Leases pursuant to which any Borrower is the lessor at Borrower's obligations under any of the Properties, including all modifications and amendments thereto, Leases which are in Borrower’s possession. Except for Borrower continues beyond any applicable grace or affiliates cure period nor suffer or permit the same to terminate by reason of any failure of Borrower occupying all or to meet any part requirement of any Property, no person has Lease including those with respect to any possessory interest time limitation within which any of Borrower's work is to be done or the space is to be available for occupancy by the tenant. Borrower shall use reasonable efforts to notify Lender promptly in writing in the event a tenant commits a material default under a Lease. Borrower will not waive any rights under any of the Properties or right Leases and will enforce the obligations of tenants under the Leases. (c) Upon Lender's written request after an Event of Default, Borrower shall deliver to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in Lender all material respectstenant security deposits, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held (along with documentation transferring to Lender the rights of Borrower to draw on such letters of credit), which security deposits Lender shall hold pursuant to Section 2.5.2, subject in lieu each case to the rights of cash the applicable tenant to the return of such security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion deposit in accordance with the applicable Lease. Upon forfeiture of any Property. Subject security deposit, after an Event of Default, the amount thereof shall be, as determined by Lender, deposited into the Property Account or applied to the provisions Indebtedness and prior to an Event of Section 4.7(aDefault, the amount thereof shall be deposited by Borrower into the Property Account. (d) and except as set forth in All lease termination payments or fees shall be deposited by Borrower into the Exception Report, upon foreclosure on any PropertyProperty Account. (e) At Lender's request, with respect to each any commercial Lease, Borrower shall cause the tenant under any Lease at such Property either (i) Lender shall automatically succeed to the rights execute a subordination and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable satisfactory to Lender. Borrower shall provide Lender if expressly required pursuant to with a copy of a fully executed original of each Lease and any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements modification thereof executed subsequent to the space covered by Closing Date promptly following its Lease. Notwithstanding any provision contained in this Agreement execution except for residential leases relating to the contrarya multifamily property, Leases may contain (and the same copies of which shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Reportfurnished only upon request.

Leases. (a) Borrower has delivered to shall furnish Lender true and complete with executed copies of all Major Leases, together with a detailed breakdown of income and cost associated therewith. All Leases executed after the date hereof and renewals or amendments of Leases after the date hereof must be entered into on an arms-length basis with Tenants whose identity and creditworthiness is appropriate for tenancy in a property of comparable quality and nature to the applicable Property, must provide for rental rates and other economic terms which, taken as a whole, are at least equivalent to then-existing market rates, based on the applicable market, and must contain terms and conditions that are commercially reasonable (in each case, unless Lender consents to such Lease in its sole discretion, unless with respect to any renewal or amendment, Borrower is obligated to execute and deliver the same pursuant to a Lease in effect as of the date hereof or entered into subsequent to the date hereof and in accordance with the terms hereof). All new Leases must provide that they are subject and subordinate to any current or future mortgage financing on the Properties and that the Tenants agree to attorn to any foreclosing mortgagee at such mortgagee’s request. Upon Borrower’s request, Lender shall reasonably promptly (but in no event later than 10 Business Days following Borrower’s request therefor) execute and deliver a Subordination, Non-Disturbance and Attornment Agreement to the Tenant of any future Lease, in substantially the form attached hereto as Exhibit C and with such changes as may be reasonably requested by Tenant from time to time. (b) All Leases executed after the date hereof which are Major Leases, and all terminations (other than as a result of a material default by the Tenant thereunder), renewals (other than as required pursuant to any Major Lease) and material amendments of Major Leases (other than as required pursuant to any Major Lease), and any surrender of landlord’s material rights under any Major Lease, shall be subject to the prior written consent of Lender, which consent, in the absence of a continuing Event of Default, shall not be unreasonably withheld, delayed or conditioned. Each request for approval of a Lease which is submitted to Lender in an envelope marked “URGENT – LENDER’S ATTENTION REQUIRED WITHIN 10 BUSINESS DAYS”, together with a copy of the proposed Lease, a summary of the material economic terms thereof and any termination and other material options contained therein, and copies of all written materials obtained by Borrower is in connection with its evaluation of the creditworthiness of the proposed Tenant or, with respect to a proposed termination, a description of the reason therefor, shall be deemed approved if Lender shall not have notified the Borrower in writing of its disapproval within 10 Business Days after receipt of such submission. Notwithstanding the foregoing, the deemed approval provision of the immediately preceding sentence shall not apply to any Operating Lease or any amendment thereof. (c) Borrower shall (i) observe and perform in a commercially reasonable manner all the material obligations imposed upon the lessor at under the Leases; (ii) enforce in a commercially reasonable manner all of the material terms, covenants and conditions contained in the Leases on the part of the lessee thereunder to be observed or performed, short of termination thereof, except that Borrower may terminate any Lease following a material default thereunder by the respective Tenant or, in the case of Leases which are not Material Leases, if such termination would not have a Material Adverse Effect; (iii) not collect any of the Properties, including all modifications and amendments thereto, which are rents thereunder more than one month in Borroweradvance of its due date (other than security deposits held in accordance with the terms of this Agreement); (iv) not execute any assignment of lessor’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in the Leases or associated rents other than the assignments of rents and leases under the Mortgage; and (v) not cancel or terminate any guarantee of any of the Properties Major Leases without the prior written consent of Lender, which consent, in the absence of a continuing Event of Default, shall not be unreasonably withheld, delayed or right to occupy the same except under and conditioned. Any request for Lender’s consent pursuant to the provisions this Section 5.7(c)(v) shall be submitted to Lender in an envelope marked “URGENT – LENDER’S ATTENTION REQUIRED WITHIN 10 BUSINESS DAYS”, together with a detailed description of the Leases or Permitted Encumbrances. The Rent Roll request for which Lender’s consent is accurate sought and complete in all material respectsany documentation needed for Lender to evaluate such request, and shall be deemed approved if Lender shall not have notified Borrower in writing of its disapproval thereof and the applicable reasons for such disapproval within five Business Days after Borrower shall have given Lender written notice confirming that owns the Property covered by each Lease on the Rent Roll is the lessor at least ten Business Days have elapsed since such submission, which written notice shall be submitted to Lender in an envelope marked “URGENT – SECOND AND FINAL NOTICE – LENDER’S ATTENTION REQUIRED BY [DATE]”). (d) Security deposits of Tenants under such Lease. Except as indicated on the Rent Roll all Leases, whether held in cash or Exception Reportany other form, no security deposits are being held shall not be commingled with any other funds of Borrower and, if cash, shall be deposited by Borrower (including bonds at such commercial or letters of credit being held savings bank or banks as may be reasonably satisfactory to Lender and Borrower’s rights thereto pledged to Lender. Any bond or other instrument which Borrower is permitted to hold in lieu of cash security depositsdeposits under any applicable Legal Requirements shall be maintained in full force and effect unless replaced by cash deposits as described above, shall be issued by an institution reasonably satisfactory to Lender, shall (if not prohibited by any Legal Requirements) and no Tenant name Lender as payee or mortgagee thereunder (or be fully assignable to Lender) or may name Borrower as payee thereunder so long as such bond or other party has instrument is pledged to Lender as security for the Indebtedness and shall, in all respects, comply with any optionapplicable Legal Requirements and otherwise be reasonably satisfactory to Lender. Borrower shall, right upon Lender’s request, provide Lender with evidence reasonably satisfactory to Lender of first refusal or similar preferential right to purchase all or any portion Borrower’s compliance with the foregoing. During the continuance of any Property. Subject Event of Default, Borrower shall, upon Lender’s request, deposit with Lender in a segregated Eligible Account pledged to Lender an amount equal to the provisions aggregate security deposits of Section 4.7(athe Tenants (and any interest theretofore earned on such security deposits and actually received by Borrower) and except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed which Borrower had not returned to the rights and obligations of the landlord under such Leases (ii) applicable Tenants or such Leases may be terminated applied in accordance with any early termination provisions within the terms of the applicable Lease, and Lender shall hold such security deposits in a segregated account in accordance with the applicable Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Report.

Leases. Borrower has delivered to Lender true and complete copies of all Leases Except as hereinafter provided, Seller shall not cancel, modify or extend (except pursuant to which existing renewal options in favor of Tenants) any Borrower is Lease or enter into any new Lease, without Buyer's prior written consent in each instance. During the lessor at Study Period, Buyer agrees that it shall not unreasonably withhold its consent to a new Lease, provided that the proposed new Lease satisfies the leasing criteria set forth on Schedule 9 annexed hereto and made a part hereof. After the Study Period has expired, Seller shall not enter into any new Lease without the prior written consent of the Properties, including all modifications and amendments theretoBuyer, which are consent may be withheld in Borrower’s possessionBuyer's sole and absolute discretion. Except Notwithstanding the foregoing, Seller may, without Buyer's consent, terminate any Lease under which the Tenant has defaulted beyond the applicable notice and grace period. If Buyer's consent to a new Lease or other transaction is required under this subparagraph 8.2, but Buyer does not object thereto in writing within ten (10) days after Buyer has received Seller's request for Borrower such consent, then Buyer will be deemed to have given such consent and will confirm such consent in writing upon demand. Any leasing commissions payable in connection with any Lease or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest extension entered into by Seller in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respectsaccordance with this subparagraph 8.2, and the applicable Borrower cost of any improvements required to be made by the landlord in the space to which such Lease or extension relates, shall be apportioned at Closing between Seller and Buyer according to the relative portions of the initial term of such Lease or extension that owns fall before and after the Property covered by each Lease on Closing. If, in any instance described in the Rent Roll is preceding sentence, Seller, as of the lessor under such Lease. Except as indicated on Closing Date, shall not have theretofore paid the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject the leasing commissions or cost of improvements for which Seller is responsible, then Buyer shall be entitled to a credit against the Cash Portion of the Purchase Price in an amount equal to such unpaid portion for which Seller is responsible, and to the provisions extent that the same is so credited, Buyer shall make payment of Section 4.7(asuch portion of such leasing commissions and costs of improvements. Within five (5) Business Days after receipt of a request from Buyer given from time to time, Seller shall deliver to Buyer an updated rent roll for the Building and except as set forth in the Exception Report, upon foreclosure on any Property, a then current list of rent arrearages with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations all of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportTenants.

Leases. Borrower (A) All Leases entered into by Borrowers shall provide for rental rates comparable to then-existing local market rates and terms and conditions commercially reasonable and consistent with then-prevailing local market terms and conditions for similar type properties, and in no event shall Borrowers, absent Lender's prior written consent, (i) enter into any Leases other than (1) residential student housing leases with individual student housing residents (or their family members), (2) leases with companies or other Persons which would use the Units for non-student residential purposes, provided the same are permissible under the applicable zoning classification for such Individual Property and (3) any master lease or multiple Unit leases or groups of single Unit leases to the applicable university or other reputable entity which sublets or licenses Units to individual resident users or individual resident user groups), or (ii) enter into any Leases with Affiliates of Borrowers. (B) All Leases entered into after the Closing Date with new tenants (i.e. not renewals of existing tenants as of the Closing Date) shall be written on Borrowers; standard lease form currently in use which has delivered been approved by Lender or such other form of Lease reasonably approved in writing by Lender; provided that notwithstanding the foregoing, the Borrowers may modify any standard lease form without such approval to the extent necessary to conform such form to any applicable Legal Requirements. Borrowers shall not materially change the standard lease form without Lender's prior written consent, which consent shall not be unreasonably withheld or delayed, or except as necessary to comply with applicable Legal Requirements. (C) Borrowers shall enforce all of the material terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed and shall effect a termination or diminution of the obligations of tenants under leases, only in a manner that a prudent owner of a similar property to the Properties would enforce such terms covenants and conditions or effect such termination or diminution in the ordinary course of business. (D) Borrowers shall not collect any of the Rents more than twelve (12) months in advance, and the total amount of Prepaid Rents under the Leases at any Property shall not in any event exceed 10% of the annual Rents for the Properties. (E) Borrowers shall make all Leases available to Lender true or, at Lender's request upon the occurrence and complete during the continuance of an Event of Default, shall furnish Lender with executed copies of all Leases pursuant to which any Borrower is the lessor at any of the Properties, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower hereafter made (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant not theretofore provided to Section 4.7(bLender)) . Each Lease shall specifically provide that such Lease is subordinate to the rights Mortgage; and that in no event shall Lender, as holder of tenants the Mortgage or as successor landlord, be liable to receive reimbursementthe tenant for any act or omission of any prior landlord or for any liability or obligation of any prior landlord occurring prior to the date that Lender or any subsequent owner acquire title to such Individual Property. Each Lease entered into after the date hereof, contribution or allowance shall specifically provide that the tenant attorns to Lender, such attornment to be effective upon Lender's acquisition of title to such Individual Property; that the tenant agrees to execute such further evidences of attornment as Lender may from time to time reasonably request; and that the attornment of the tenant shall not be terminated by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Reportforeclosure.

Leases. Borrower has delivered Each lease that is to Lender true and complete copies of all Leases pursuant to which any Borrower is the lessor at be used in leasing any of the Properties, including all modifications and amendments theretoreal property owned by Borrower or any Subsidiary shall be subject to Administrative Agent’s prior written approval, which are in Borrower’s possessionapproval shall not be unreasonably withheld. Except for Each such lease shall have been entered into by Borrower or affiliates such Subsidiary in good faith and at arm’s length. Borrower shall, or shall cause its Subsidiary to, assign to Administrative Agent all of Borrower occupying all or any part of any Propertyits right, no person has any possessory title and interest in any and to all leases and rents and shall execute and deliver to Administrative Agent written assignments thereof in form satisfactory to Administrative Agent. Upon request of Administrative Agent, Borrower shall deliver to Administrative Agent individual estoppel certificates from all tenants under such leases certifying: (a) that the leased premises have been completed to the satisfaction of that tenant, (b) that the lease is in full force and effect and there are no existing defaults to the knowledge of that tenant, (c) the date upon which the term of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respects, lease commenced and the applicable Borrower date to which rentals have been paid, (d) that owns there are no setoffs or counterclaims against the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) rent payments and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to credits against the provisions of Section 4.7(a) and rent payments except as set forth in the Exception Reportlease, upon foreclosure on any Property(e) that the lease has not been amended or modified and there are no representations, with respect to each Lease at such Property either (i) Lender shall automatically succeed warranties, understandings or agreements pertaining to the rights subject matter thereof other than as expressly stated in the written lease, and obligations (f) that the tenant has no knowledge of any prior assignment or pledge of the landlord under such Leases (ii) lease or such Leases may be terminated in accordance with of rentals thereunder. For purposes of clarification, this Section 5.12 shall only apply to real property owned by the Borrower and/or any early termination provisions within such Lease. Lender agreesSubsidiary and does not apply to leases or subleases to any Subsidiary, at Borrower’s sole cost and expense, nor does it apply to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required any leases of real property pursuant to which Borrower and/or any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has Subsidiary is the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Reportlessee.

Leases. Borrower has delivered Assignor hereby presently, absolutely and unconditionally grants, transfers and assigns to Lender true Assignee all right, title and complete copies interest of Assignor in and to the Leases including Assignor’s right, power and authority to modify the terms of any such Lease, or extend or terminate any such Lease. It is the intention of Assignor to establish a present, absolute and irrevocable transfer and assignment to Assignee of all of Assignor’s right, title and interest in, to and under the Leases. Assignor and Assignee intend this assignment of the Leases pursuant to which any Borrower be immediately effective and to constitute an absolute present assignment and not an assignment for additional security only. For purposes of giving effect to this absolute assignment of the Leases, and for no other purpose, the Leases shall not be deemed to be a part of the Property. However, if this present, absolute and unconditional assignment of the Leases is not enforceable by its terms under the laws of the State of Iowa, then the Leases shall be included as part of the Property and Mortgaged Property and it is the lessor at any intention of Assignor that in this circumstance this Assignment create and perfect a lien on the Leases in favor of Assignee, which lien shall be effective as of the Propertiesdate of this Assignment. Until Assignee gives notice to Assignor of Assignee’s exercise of its rights under this Section, Assignor shall have all rights, power and authority granted to Assignor under any Lease (except as otherwise limited by this Section or any other provision of this Assignment), including all modifications the right, power and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part authority to modify the terms of any PropertyLease or extend or terminate any Lease. Upon the occurrence of an Event of Default, no person has any possessory interest in any of and during the Properties or right continuation thereof, the permission given to occupy the same except under and Assignor pursuant to the provisions of preceding sentence to exercise all rights, power and authority under the Leases or Permitted Encumbrancesshall automatically terminate. The Rent Roll is accurate Assignor shall comply with and complete in observe Assignor’s obligations under all material respectsLeases, including Assignor’s obligations pertaining to the maintenance and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters disposition of credit being held in lieu of cash tenant security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Report.

Leases. As of the date that any Delayed Advance is made by Lender, Borrower has delivered to Lender true and complete copies of all Leases pursuant to which any Borrower is the lessor at any of the Properties, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respectsrespects as of the date the first Delayed Advance is made, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such LeaseLease as of the date the first Delayed Advance is made. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Report.

Leases. Borrower has delivered to Lender true and complete copies Except as specifically provided below, each Lease of all Leases pursuant to which any Borrower is the lessor at any of the Properties, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of the Project is subject to Xxxxxx’s written approval as to form and substance prior to execution and delivery. All leases shall require the tenant to comply with all Laws and Borrower shall not lease any Propertyspace to a Tenant whose activities would violate any Laws. Borrower shall obtain the written approval of Lender (and all other parties whose approval is required) of Borrower’s standard form of residential Lease or rental agreement prior to its use by Borrower. Borrower shall not materially modify the lease form approved by Lender without Lender’s prior written consent and the approval of all other parties whose consent is required. (a) Notwithstanding the foregoing, no person has Borrower may enter into residential Leases (and amendments) in the ordinary course of business with bona fide third party residential tenants without Xxxxxx’s prior written consent if Xxxxxxxx uses the lease form approved by Xxxxxx and complies with all of the following: (i) Within 15 days after Xxxxxx’s written request therefore, Xxxxxx receives a copy of the executed Lease (accompanied by all financial information and certificates obtained by Borrower pertaining to the tenant, including any possessory interest documentation required for the Unit to qualify for LIHTC, provided Xxxxxxxx’s release of the information does not result in any violation of any applicable clearhousing or privacy laws, or regulations). (ii) The Lease meets the requirements of Investor and the Credit Agency. (iii) The Lease reflects an arm’s-length transaction. (iv) The Lease conforms to the Pro Forma Rents. (v) The Lease does not affect more than one residential Unit within the Improvements and any new Lease is for a minimum term of six months and a maximum term of 12 months, unless otherwise agreed in writing by Xxxxxx. (vi) As to any LIHTC Units, the Lease meets the standards of, and the tenant qualifies as an eligible tenant pursuant to, Section 42 of the Internal Revenue Code and any Regulatory Agreement. (b) Xxxxxx may consider any executed Lease it receives to be unsatisfactory if the Lease fails to meet any of the Properties requirements of this Agreement. If this happens, or right if Borrower at any time fails to occupy submit to Lender any executed lease (and accompanying information) at the same except under time required by this Section, or if any Event of Default has occurred and pursuant is continuing, Lender may require Borrower to submit all future leases for Xxxxxx’s approval prior to execution. (c) Borrower has disclosed to Lender any and all Leases affecting the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all Project or any portion of any Propertyor interest in it. Subject to the provisions of Section 4.7(a) and except as set forth in the Exception ReportFollowing Completion, upon foreclosure on any Property, with respect to each Lease at such Property either the request of Xxxxxx, (i) Borrower shall promptly deliver to Lender shall automatically succeed copies of tenant income certificates, leasing schedules and reports, and other leasing information provided to the rights Investor, and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with if there are commercial tenants occupying any early termination provisions within such Lease. part of the Project, Borrower shall promptly obtain and deliver to Lender agreesestoppel certificates, at Borrower’s sole cost and expensesubordination agreements, to provide a and/or subordination, nondisturbance, and attornment and non-disturbance agreement agreements in form and substance reasonably acceptable to Lender, executed by such non-residential tenants as Lender if expressly required pursuant from time to time may require. (d) Xxxxxx’s approval of any LeaseLease is for the sole purpose of protecting Xxxxxx’s security and preserving Xxxxxx’s rights under the Loan Documents. No material amounts are payable approval by Borrower Lender will result in a waiver of any default of Borrower, to no event will Lender’s approval of any Tenant under Lease be a Lease (other than in connection representation of any kind by Lender with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements regard to the Lease, its enforceability or the financial capacity of any tenant thereunder or guarantor thereof. (e) Borrower shall perform all obligations required to be performed by it as landlord under any Lease affecting all or any part of the Project or any space covered within the Improvements. (f) Upon Xxxxxx’s request, Borrower shall provide copies of all initial tenant files with all information and verifications required by its Leasethe Credit Agency and any third party file review. Notwithstanding any provision contained in this Agreement In addition, Borrower shall, if requested by Lender, provide Lender copies of all annual reporting regarding compliance with LIHTC requirements provided to the contrary, Leases may contain (Credit Agency and the same shall be expressly permitted hereunder without notice to or the consent copies of Lender, except tenant files to the extent required pursuant necessary to Section 4.7(b)) demonstrate compliance with the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportCredit Agency’s LIHTC compliance rules.

Leases. (a) Without the prior written consent of Lender, Borrower has delivered shall not (i) enter into any Lease, (ii) modify, amend, renew, extend or terminate any Lease, (iii) accept any rental payment on a Lease for more than one month in advance of its due date, or (iv) enter into any ground lease of the Property. Borrower shall submit to Lender true for review a copy of each proposed Lease, together with such other information as Lender may request. At Lender’s request, Borrower shall cause the tenant under any Lease to execute a subordination, non-disturbance and complete copies attornment agreement in form and substance satisfactory to Lender. Borrower shall provide Lender with a copy of all Leases pursuant a fully executed original of each Lease executed after the date hereof promptly following its execution. (b) Borrower will not suffer or permit any breach or default to which any Borrower is the lessor at any of the Properties, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest occur in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) any of the Leases, nor suffer or such Leases may permit any Lease to be terminated in accordance with or cancelled by reason of any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, failure of Borrower to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to perform any of the obligations of the landlord under any Lease. No Borrower shall use reasonable efforts to notify Lender promptly in writing in the event a tenant commits a material amounts are payable by Borrower to any Tenant default under a Lease Lease. Borrower will not waive any rights under any of the Leases and will enforce the obligations of tenants under and guarantors of the Leases. (other than in connection with common area maintenance and other routine reconciliationsc) and no Tenant has the right Borrower shall deliver to require Borrower to perform or finance any Material Alterations or improvements Lender all tenant security deposits, including letters of credit, which security deposits Lender shall hold subject to the space covered by its Leaseterms of the Leases. Notwithstanding Upon forfeiture of any provision contained in this Agreement security deposit, the amount thereof shall be paid to Lender for application to the contrary, Leases may contain (and the same Indebtedness. All lease termination payments or fees shall be expressly permitted hereunder without notice paid to or Lender for application to the consent of Lender, except Indebtedness. (d) Borrower shall pay for all tenant improvements required by the Leases to the extent that the tenants under such Leases are not required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord pay for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Reportsuch improvements.

Leases. (i) All Leases and all renewals of Leases executed after the date hereof shall (A) provide for rental rates comparable to existing local market rates for similar properties, (B) be on commercially reasonable terms, (C) provide that such Lease is subordinate to the Deed of Trust, that the lessee will attorn to Lender and any purchaser at a foreclosure sale, provided that Lender or purchaser at a foreclosure sale agrees to the non-disturbance of such Lease so long as the tenant thereto pays all rents and other charges as specified in such Lease and is not otherwise in default (beyond applicable notice and cure periods) of any of its obligations and covenants pursuant to the Lease, and (D) not contain any terms which would materially adversely affect Lender’s rights under the Loan Documents. All Leases over 10,000 square feet (“Major Leases”) and all other Leases and all renewals, amendments and modifications thereof executed after the date hereof shall be subject to Lender’s prior approval, which approval shall not be unreasonably withheld or delayed. In connection with any renewal, amendment or modification executed after to any Major Lease or Lease, Borrower has shall submit to Lender a term sheet (the “Term Sheet”) identifying the proposed tenant, the proposed leased space, term, rent, tenant options, free rent periods, tenant improvement allowances, and other tenant concessions, and all other material economic terms of such proposed lease, together with all information and materials regarding the financial status, creditworthiness, and reputation of such proposed tenant, and any other information regarding the proposed lease and tenant as Lender shall reasonably request. If such Lease is not a Qualified Lease (a “Non-Qualified Lease”) pursuant to this Section 8(r), Lender shall either approve or disapprove such proposed lease within five (5) Business Days after delivery to Lender of the Term Sheet together with all other materials required to be delivered to Lender true and complete copies of all Leases pursuant hereunder or requested by Lender. If Lender fails to which any approve or reject the proposed Non-Qualified Lease within such five (5) Business Day period, such proposed lease shall be deemed approved by Lender, provided the Term Sheet was delivered to Lender accompanied by a notice stating in bold face type: “THIS IS A REQUEST FOR LEASE APPROVAL. IF LENDER FAILS TO RESPOND WITHIN FIVE (5) BUSINESS DAYS, THE LEASE WILL BE DEEMED APPROVED.” If Lender approves (or is deemed to have approved) a Term Sheet, Borrower may thereafter execute a lease with such proposed tenant provided that (i) such lease is upon the lessor at any of terms set forth in the Properties, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete Term Sheet in all material respects, and (ii) such lease is on the applicable Borrower standard lease form approved by Lender with no material adverse modifications (except as approved by Lender). Such lease form shall provide that owns the tenant shall attorn to Lender, and that any cancellation, surrender, or amendment of such lease without the prior written consent of Lender shall be voidable by Lender. Notwithstanding anything to the contrary contained in the Loan Documents, Lender’s approval shall not be required with respect to any proposed future Leases or Lease extensions or amendments (each, a “Qualified Lease”) if the following conditions are satisfied: (1) there exists no Event of Default; (2) the lease is on the standard lease form approved by Lender with no material adverse modifications; (3) the lease does not conflict with any restrictive covenant affecting the Property covered or any other lease for space in the Property; (4) the leased premises, when combined with all other space in the Property leased to the same tenant or any Affiliate thereof, is less than 5,000 rentable square feet, (5) loan disbursements for leasing costs for such lease shall not exceed $500,000, (6) the tenant under such lease is not an Affiliate of Borrower and such lease is on terms which are arm’s-length and commercially reasonable given then-current market conditions, and (7) Borrower delivers to Lender within five (5) Business Days after its execution of such lease (i) a fully executed copy of such lease (as amended) certified by each Lease on Borrower as true and complete, and (ii) a certificate of Borrower certifying that the Rent Roll is lease (as amended) satisfies all of the conditions of this Section 8(r) to qualify as a Qualified Lease. (ii) Borrower (i) shall observe and perform the obligations imposed upon the lessor under such Lease. Except as indicated on the Rent Roll Leases in a commercially reasonable manner; (ii) shall enforce the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or Exception Reportperformed in a commercially reasonable manner, no security deposits are being held by provided, however, Borrower shall not terminate or accept a surrender of a Major Lease without Lender’s prior approval; (including bonds or letters iii) shall not collect any of credit being held the rents more than one (1) month in lieu of cash advance (other than security deposits); (iv) and no Tenant shall not execute any assignment of lessor’s interest in the Leases or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and rents (except as set forth in contemplated by the Exception ReportLoan Documents); (v) shall not, upon foreclosure on without the prior written consent of Lender, alter, modify or change any PropertyMajor Lease so as to change the amount of or payment date for rent, with respect to each Lease at such Property either (i) Lender shall automatically succeed to change the rights and expiration date, grant any option for additional space or term, materially reduce the obligations of the landlord lessee or increase the obligations of lessor; and (vi) shall hold all security deposits under such all Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such LeaseLegal Requirements. Upon request, Borrower shall furnish Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease with executed copies of all Leases. (other than in connection with common area maintenance and other routine reconciliationsiii) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision anything contained in this Agreement herein to the contrary, Leases Borrower shall not willfully withhold from Lender any information regarding renewal, extension, amendment, modification, waiver of provisions of, termination, rental reduction of, surrender of space of, or shortening of the term of, any Lease during the term of the Loan. Borrower further covenants and agrees that all tenants, except for PRC, at the Property as of the date hereof are in physical occupancy of the premises demised under their Leases, are paying full rent under their Leases, and have not exercised any right to “go dark” that they may contain have under the provisions of their Leases. Borrower further agrees to provide Lender with written notice of a tenant “going dark” under such tenant’s Lease within five (5) Business Days after such Tenant “goes dark” and Borrower’s failure to provide such notice shall constitute an Event of Default. (iv) Borrower shall notify Lender in writing, within two (2) Business Days following receipt thereof, of Borrower’s receipt of any early termination fee or payment or other termination fee or payment paid by any tenant under any Lease, and Borrower further covenants and agrees that Borrower shall hold any such termination fee or payment in trust for the same benefit of Lender and that any use of such termination fee or payment shall be expressly permitted hereunder subject in all respects to Lender’s prior written consent in Lender’s sole discretion (which consent may include, without notice limitation, a requirement by Lender that such termination fee or payment be placed in reserve with Lender to or the consent of Lender, except be disbursed by Lender for tenant improvement and leasing commission costs with respect to the extent required pursuant to Section 4.7(bProperty and/or for payment of the Debt or otherwise in connection with the Loan evidenced by the Note and/or the Property, as so determined by Lender)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Report.

Leases. Each Borrower has delivered covenants that it shall enforce in a commercially reasonable manner all of its rights under the Leases and it shall not take any action, or fail to Lender true and complete copies of all Leases pursuant to take any action, which any would cause a default by a Borrower is the lessor at under any of the PropertiesLeases. In the event that any Borrower receives any written request for its consent or approval pursuant to any of the Leases, such Borrower shall promptly deliver a copy of such request (together with any documentation and information supporting such request) to Agent. If such consent or approval involves any Material Lease Modification (as defined in subsection 6.1.2 below), then no Borrower shall grant its consent or approval pursuant to such request unless Agent has also granted its written approval, which approval shall not be unreasonably withheld or delayed. Each Borrower shall promptly deliver to Agent copies of any financial statements received by such Borrower in connection with the Leases, including all modifications without limitation, financial statements, budgets, reports and amendments theretoother financial information of tenants, subtenants and guarantors. Agent shall have no obligation to notify Borrowers if any rent payment is late or if a rent payment is made in an amount other than the amount due under the applicable Lease. Each Borrower shall also deliver to Agent any letters of credit which are in Borrower’s possession. Except for have been delivered to such Borrower or affiliates by any tenant under any of the Leases, and each Borrower occupying all or any part of any Property, no person has any possessory hereby grants to Agent a security interest in any such letters of credit. All Leases shall be on forms previously approved by Agent. Borrowers shall not be authorized to enter into any ground lease of any Property without Agent's prior written approval. If Agent consents to any Lease or the Properties renewal of any existing Lease, then such Lease shall either be in the form approved by Agent under Section 3.7 above or right to occupy the same except under and pursuant substantially similar to the provisions form of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respectslease attached hereto as Exhibit 6.1.5(b), and at Agent's request, Borrowers shall cause the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) tenant thereunder to execute a subordination and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable satisfactory to Lender if expressly required pursuant Agent prior to any Lease. No material amounts are payable by Borrower to any Tenant under a Borrowers' execution of such Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Reportrenewal.

Leases. Borrower has delivered to Lender true shall observe and complete copies of perform all Leases pursuant to which any Borrower is the obligations ------ imposed upon the lessor at any of under the Properties, including all modifications Leases and amendments thereto, which are in Borrower’s possession. Except for Borrower shall not do or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any of permit to be done anything to impair the Properties or right to occupy the same except under and pursuant to the provisions value of the Leases or Permitted Encumbrancesany guaranty of any Lease as a security for the Obligations. The Rent Roll is accurate and complete Borrower shall, in the ordinary course of its business, enforce all material respectsof the terms, covenants, and conditions contained in the applicable Leases upon the part of the Tenants thereunder to be observed or performed. Borrower shall hold, or cause Manager to hold, all security deposits with respect to Leases in a segregated account and otherwise in conformity with Legal Requirements. Borrower (i) shall not alter, modify, or change the terms of any Lease without the prior consent of Lender, or cancel or terminate any Lease or accept a surrender thereof or approve or consent to the cancellation or termination of any guaranty with respect thereto, or convey or transfer or suffer or permit a conveyance or transfer of the premises demised by any Lease or of any interest therein so as to effect a merger of the estates and rights of, or termination or diminution of the obligations of lessee thereunder, (ii) shall not consent to, reject, approve or disapprove any action or inaction requested by any tenant under any Lease, including, without limitation any assignment of or subletting under any Lease (provided, however, that owns Lender's consent to a subletting or assignment shall not be required if such subletting or assignment is in accordance with the Property covered by each Lease on the Rent Roll is the lessor under terms of such Lease. Except as indicated on the Rent Roll or Exception Report), no security deposits are being held which consent may be unreasonably withheld by Borrower Lender in its discretion, and (including bonds or letters of credit being held in lieu of cash security depositsiii) and no Tenant or other party has shall not pursue any option, right of first refusal or similar preferential right to purchase all remedies under any Lease or any portion guaranty with respect thereto without the prior written consent of any PropertyLender. Subject to Notwithstanding the provisions foregoing, Borrower may, without the prior written consent of Section 4.7(a) and except as set forth in the Exception ReportLender, upon foreclosure on any Propertymake minor modifications or amendments, or give consents, with respect to each any Lease at so long as such Property either (i) Lender shall automatically succeed to modification, amendment, or consent does not potentially affect the rights and obligations length of the landlord term of such Lease and does not result in the reduction of the tenant's obligations for the payment of rent, additional rent, or any other charges payable by the tenant under such Leases (ii) Lease, or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform amend or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding modify any provision contained in this Agreement of such Lease relating to the contraryexclusivity of use, Leases may contain (and the same shall be expressly permitted hereunder without notice to co-tenancy rights, or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Reportkick-out rights.

Leases. Borrower has delivered to Lender true (i) Trustor shall provide Beneficiary with true, correct and complete copies of all Leases pursuant material Leases, together with such other information relating to which the Leases, as the Lenders shall reasonably request. Except as otherwise permitted under the Credit Agreement, Trustor shall not accept prepayments of rent for any Borrower is period in excess of three (3) months and shall perform all covenants of the lessor at under all Leases affecting the Trust Estate. Leases, as used herein, includes any of the Properties, including all modifications extensions or renewals thereof and any amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates Trustor shall perform and carry out all of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases to be performed by Trustor and shall appear in and defend any action in which the validity of any Lease is at issue and commence and maintain any action or Permitted Encumbrancesproceeding necessary to establish or maintain the validity of any lease and to enforce the provisions thereof. (ii) If a leasehold estate constitutes a portion of the Trust Estate, then, except as otherwise permitted under the Credit Agreement, Trustor agrees not to amend, change, terminate or modify such leasehold estate or any interest therein without the prior written consent of the Lenders. The Rent Roll is accurate Consent to one amendment, change, agreement or modification shall not be deemed to be a waiver of the right to require consent to other, future or successive amendments, changes, agreements or modifications. Trustor agrees to perform all obligations and complete agreements under said leasehold and shall not take any action or omit to take any action which would affect or permit the termination of said leasehold. Trustor agrees to promptly notify Beneficiary’ in writing with respect to any default or alleged default by any party thereto and to deliver to Beneficiary copies of all material respectsnotices, demands, complaints or other communications received or given by Trustor with respect to any such default or alleged default. Beneficiary shall have the option to cure any such default and to perform any or all of Trustor’s obligations thereunder. All sums expended by Beneficiary in curing any such default shall be secured hereby and shall be immediately due and payable without demand or notice and shall bear interest from date of expenditure at Agreed Rate. (iii) Subject to the Credit Agreement and except as otherwise permitted under the Credit Agreement, each Lease of any portion of the Trust Estate shall be absolutely subordinate to the lien of this Deed of Trust, but shall contain a provision satisfactory to the Lenders, and in any event, each tenant thereunder, by virtue of executing a Lease covering the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all Premises or any portion thereof, hereby agrees, that in the event of the exercise of the private power of sale or a judicial foreclosure hereunder, such Lease, at the option of the purchaser at such sale, shall not be terminated and the tenant thereunder shall attorn to such purchaser and, if requested to do so, shall enter into a new Lease for the balance of the term of such Lease then remaining upon the same terms and conditions. Each such Lease shall, at the request of the Lenders, be assigned to Beneficiary upon the Lender’s approved form, and each, such assignment shall be recorded and acknowledged by the tenant thereunder. Concurrently with the execution of any Property. Subject and all Leases executed after the date hereof, Trustor shall cause the tenants thereunder to the provisions of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide execute a subordination, attornment and non-disturbance and attornment agreement in favor of Beneficiary in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements satisfactory to the space covered by its Lease. Notwithstanding any provision contained in this Agreement Lenders and immediately thereafter deliver such agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportBeneficiary.

Leases. Borrower has delivered shall act promptly to Lender true attempt to enforce all available remedies against any delinquent tenant in a commercially reasonable manner commensurate with the magnitude of the default involved, so as to protect the interest of the landlord under the Leases and to preserve the value of the Mortgaged Property. Borrower shall comply with and perform in a complete and timely manner all of its material obligations as landlord under all Leases. Borrower shall send Mortgagee a copy of any and each written claim received by Borrower from any tenant of an alleged default by the landlord under any Lease affecting the Mortgaged Property, promptly upon receipt of such notice, but, in any event, in such time to afford Mortgagee an opportunity to cure any such default prior to the tenant having any right to terminate the Lease. Borrower shall furnish promptly to Mortgagee upon request (i) copies of all such Leases pursuant now existing or hereafter created, as amended, and (ii) a current rent roll in form reasonably satisfactory to which any Borrower is Mortgagee certified by Borrower. The assignment contained in clause (K) of the lessor at granting paragraph of this Mortgage shall not be deemed to impose upon Mortgagee any of the Propertiesobligations or duties of the landlord or Borrower provided in any Lease prior to Mortgagee owning or controlling the Mortgaged Property, including all modifications including, without limitation, any liability under the covenant of quiet enjoyment contained in any Lease in the event that any tenant shall have been joined as a party defendant in any action to foreclose this Mortgage. Borrower hereby acknowledges and amendments theretoagrees that Borrower is and will remain liable under such Leases to the same extent as though the assignment contained in clause (K) of said granting paragraph had not been made. Mortgagee disclaims any assumption of the obligations imposed upon the landlord or Borrower under the Leases, except as to such obligations which are arise after such time as Mortgagee shall have exercised the rights and privileges conferred upon it by the assignment contained in Borrower’s possessionclause (K) of said granting paragraph or otherwise possesses or controls the Mortgaged Property. Except as otherwise expressly authorized under the Loan Agreement, Borrower shall not permit any Leases to be made of the Mortgaged Property without the prior written consent of Mortgagee which consent shall not be unreasonably withheld, conditioned or delayed. Following approval by Mortgagee of any Lease requiring Mortgagee's prior approval, Borrower shall not modify the approved Lease in any material respect without Mortgagee's prior written consent. Borrower shall not permit any Lease affecting the Mortgaged Property requiring Mortgagee's prior approval to be modified, renewed or extended (except pursuant to options in Leases previously approved by Mortgagee). In the event of the enforcement by Mortgagee of the remedies provided for Borrower by law or affiliates by this Mortgage, the tenant under each Lease of Borrower occupying all or any part of any Propertythe Mortgaged Property made after the date of recording this Mortgage shall, no person has any possessory interest in any at the option of the Properties or right Mortgagee, attorn to occupy the same except under and pursuant any person succeeding to the provisions interest of the Leases or Permitted Encumbrances. The Rent Roll is accurate Borrower, as a result of such enforcement and complete shall recognize such successor in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except interest as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) Lease without change in the terms or such Leases may other provisions thereof, provided, however, that said successor in interest shall not be terminated bound by any payment of rent or additional rent for more than one month in accordance with advance or any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant material amendment or modification to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has made without the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the prior consent of LenderMortgagee or said successor in interest, except to the extent required pursuant permitted herein. Each tenant, upon request by Mortgagee or any such successor in interest, shall execute and deliver an instrument or instruments confirming such attornment, provided that Mortgagee agrees not to Section 4.7(b)) name such tenant in a foreclosure action or not to otherwise disturb such tenant if not in default of its Lease, and Borrower shall cause each such Lease to contain a covenant on the rights tenant's part evidencing its agreement to such attornment, which obligation shall be conditioned on Mortgagee agreeing to similarly attorn to said tenant and not disturb said tenant's possession so long as there is no default by the tenant under said Lease beyond any applicable notice, grace or cure period. At the option of tenants to receive reimbursementMortgagee, contribution or allowance by landlord for tenant improvements or rent concessions or abatementsthis Mortgage shall become subject and subordinate, in each case as set forth whole or in part (but not with respect to priority of entitlement to insurance proceeds or any award in condemnation) to any and all Leases of all or any part of the Mortgaged Property upon the execution by Mortgagee and recording thereof, at any time hereafter, in the Exception ReportOffice of the Recorder of Deeds in and for the county wherein the Land is situated, of a unilateral declaration to that effect.

Leases. (a) Borrower has delivered 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 and Property Available Cash under the Mortgage Loan Documents and the rights of First Mez Lender in respect of the Rents and Property Available Cash under the First Mez Loan Documents, at any time that (i) payments are not being made to the Central Account or the Collection Account, or (ii) following repayment of the 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 in the manner and consistent with Section 5.01 of the Mortgage. 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 and First Mez Lender under the First Mez Loan Documents, security and other refundable deposits of tenants, whether held in cash or any other form, shall, after and during the continuance of an Event of Default, be turned over to Lender true and complete copies of all Leases pursuant (together with any undisbursed interest earned thereon) upon Lender's request therefor to which any Borrower is be held by Lender subject to the lessor at any terms of the Properties, including all modifications and amendments thereto, Leases. Any letter of credit or other instrument which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held Owner holds in lieu of cash security deposits) deposit shall be maintained in full force and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth effect in the Exception Reportfull amount of such deposits unless replaced by cash deposits as herein-above described and shall in all respects comply with any applicable Legal Requirements and otherwise be satisfactory to Lender. Borrower shall, upon foreclosure on any Propertyrequest, provide Lender with respect evidence satisfactory to each Lease at such Property either Lender of Borrower's, First Mez Borrower's and Owner's compliance with the foregoing. (c) Borrower (i) Lender shall automatically succeed cause Owner to observe and perform all of its material obligations under the rights Leases pursuant to applicable Legal Requirements and obligations shall not do or permit to be done anything to impair the value of the landlord under such Leases Leases; (ii) shall cause Owner to promptly send copies to Lender of all notices of material default which Owner shall receive under the Leases; (iii) shall, consistent with the requirements of the Mortgage, enforce all of the terms, covenants and conditions contained in the Leases to be observed or performed; (iv) shall not permit Owner to collect any of the Rents under the Leases more than one (1) month in advance (except that Owner may collect in advance such security deposits as are permitted pursuant to applicable Legal Requirements and are commercially reasonable in the prevailing market); (v) shall not permit Owner to cancel or terminate any of the Leases may be terminated or accept a surrender thereof in any manner inconsistent with commercially reasonable standards exercised by Approved Managers; (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; (vii) shall cause Owner, in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expensethe Approved Manager Standard, to provide a subordinationmake 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, attornment and non-disturbance agreement in form and substance reasonably acceptable alter or amend any Major Space Lease or Property Agreement without Lender's consent, which consent will not be unreasonably withheld or delayed. In all instances that Owner is required to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or obtain the consent of Mortgage Lender prior to entering into any Lease, Lease amendment, modification or termination, Borrower shall cause Owner to obtain Lender's consent to such proposed Lease, except Lease amendment, modification or termination prior to permitting or causing Owner to submit the extent required pursuant proposed Lease, Lease amendment, modification or termination to Section 4.7(b)) Mortgage Lender. Borrower shall, and shall cause First Mez Borrower and Owner to, promptly send copies to Lender of all notices of material default which either First Mez Borrower or Owner shall receive under the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportLeases.

Leases. The Borrower has delivered will not materially amend, supplement or otherwise modify, or terminate or cancel, or accept the surrender of any Major Lease, or grant any material concessions to Lender true and complete copies or waive any material performance of all Leases pursuant to which any Borrower is the lessor at any of the Properties, including all modifications and amendments theretoMajor Tenants under the Major Leases without the prior approval of the Agent, which are approval shall not be unreasonably withheld, conditioned or delayed, provided that the Borrower may, without such approval, terminate a Major Lease if the Major Tenant is in Borrower’s possession. Except for Borrower or affiliates material default of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on The Borrower and the Rent Roll Lenders acknowledge and agree that, among other things, an amendment or Exception Report, no security deposits are being held by Borrower modification (including bonds by waiver or letters estoppel) of credit being held in lieu of cash security deposits) and no Tenant or other party has any optionmonetary obligation, right of first refusal or similar preferential right to purchase all the term, or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant construction obligation under a Major Lease (other than in connection with settlement of disputed common area maintenance charges, percentage or other non-fixed rent disputes in an amount not exceeding five percent (5%) of total annual rent (as used herein, total annual rent shall not include items constituting additional rent such as tax or insurance payments), and other routine reconciliationsadditive construction change orders adding less than ten percent (10%) and no Tenant has to the right to require Borrower to perform or finance any Material Alterations or total cost of the tenant improvements to the space covered by its a Major Lease. Notwithstanding any provision contained in this Agreement to the contrary), Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except deemed material. Except to the extent required pursuant by existing Leases, or Leases entered into after the Closing Date in accordance with the terms of this Agreement, the Borrower will not grant any consent to Section 4.7(bany assignment of any of the Major Leases by any of the Major Tenants or any change in control of any Major Tenant if such change in control is prohibited by the relevant Major Lease without the prior approval of the Agent, which approval shall not be unreasonably withheld, conditioned or delayed. The Borrower, without the approval of the Agent, will not, directly or indirectly, cause or permit to exist (beyond applicable notice and grace periods provided for in the Major Lease in question) any condition within its control which would result in the termination or cancellation of, or which would relieve the performance of any obligation of any of the Major Tenants under, the Major Leases, subject to force majeure, fire or other casualty. For purposes of this §9.7, the Agent agrees that with respect to any approval by the Agent required hereunder (provided that any request for approval and the envelope in which it was delivered have been appropriately marked with the following legend: “TIME SENSITIVE — RESPONSE REQUIRED WITHIN FIFTEEN (15) DAYS”), if the Agent has not approved or disapproved of any action to be taken by the Borrower within fifteen (15) days of receipt of written request or notice by the rights of tenants to receive reimbursementBorrower, contribution or allowance by landlord for tenant improvements or rent concessions or abatementssuch request will be deemed automatically approved; provided that, in each the case as set forth in of any such amendment or modification, the Exception ReportAgent shall have, within fifteen (15) days prior thereto, received copies of such proposed amendment or modification.

Leases. Borrower has The Borrowers have delivered to Lender the Agent true and complete copies of all Leases pursuant to which any Borrower is the lessor at any of the Properties, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrancesand any amendments thereto relating to each Mortgaged Property required to be delivered as a part of the Eligible Real Estate Qualification Documents as of the date hereof. The Rent Roll is An accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is as of the lessor under such Lease. Except as indicated on date of inclusion of each Mortgaged Property in the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters Collateral with respect to all Leases of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject the Mortgaged Property has been provided to the provisions Agent. The Leases previously delivered to Agent as described in the preceding sentence constitute as of Section 4.7(a) the date thereof the sole agreements relating to leasing or licensing of space at such Mortgaged Property and in the Building relating thereto. No tenant under any Lease is entitled to any free rent, partial rent, rebate of rent payments, credit, offset or deduction in rent, including, without limitation, lease support payments or lease buy-outs, except as reflected in such Leases or such Rent Roll. Except as set forth in Schedule 6.22, the Exception ReportLeases reflected therein are, upon foreclosure on as of the date of inclusion of the applicable Mortgaged Property in the Collateral, in full force and effect in accordance with their respective terms, without any Propertypayment default or any other material default thereunder, nor are there any defenses, counterclaims, offsets, concessions or rebates available to any tenant thereunder, and except as reflected in Schedule 6.22, no Borrower has given or made, any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to each Lease at such Property either (i) Lender shall automatically succeed any of the Leases, and to the rights and obligations best of the landlord under knowledge and belief of the Borrowers, there is no basis for any such Leases claim or notice of default by any tenant. No property other than the Mortgaged Property which is the subject of the applicable Lease is necessary to comply with the requirements (iiincluding, without limitation, parking requirements) or such Leases may be terminated contained in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Report.

Leases. Borrower has delivered Without Purchaser’s prior written consent, which consent shall not be unreasonably withheld, (i) Seller shall not, and shall not cause a S2 TIC Subsidiary to, enter into any new leases of space at the Property or any other occupancy agreements affecting the Property having a term of less than six (6) months or greater than thirteen (13) months; (ii) Seller shall not, and shall cause a S2 TIC Subsidiary not to, grant to Lender true any Tenants any offsets, set-offs, rebates, concessions or abatements with respect to rent, additional rent or other sums payable under the terms of any Lease, which can be claimed or redeemed by such Tenants subsequent to the Closing (provided, however, Seller may allow a S2 TIC Subsidiary to grant new Tenants one (1) month of free rent without having to obtain Purchaser’s prior written consent); (iii) Seller shall not, and shall cause a S2 TIC Subsidiary not to, enter into any new Leases of space at the Property or other occupancy agreements affecting the Property that are not on market rate terms or on a form of Lease other than Seller’s existing form of Lease (except as approved in advance and in writing by Purchaser); (iv) Seller shall not, and shall cause a S2 TIC Subsidiary not to, modify, cancel, extend, renew or otherwise change in any manner any of the terms, covenants or conditions of any of the Leases or other occupancy agreements affecting the Property in a manner inconsistent with the terms hereof; (v) Seller shall not, and shall cause a S2 TIC Subsidiary not to, terminate any Leases unless in the ordinary course of business and in connection with a Tenant default under such Lease (existing beyond any applicable notice and cure and/or grace period); and (vi) Seller shall not, and shall cause a S2 TIC Subsidiary not to, enter into any new, or modify, amend or terminate any existing, commercial lease or occupancy agreement affecting the Property (e.g., laundry lease or cell tower lease). Seller shall provide Purchaser with access to true, correct and complete copies of all Leases pursuant to which any Borrower is the lessor at any of the Properties, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such new Leases (iiand Lease amendments or modifications) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has entered into after the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportEffective Date.

Leases. (a) Borrower has delivered to Lender true and complete copies of all Leases pursuant to which any Borrower is will utilize the lessor at any of the Properties, including all modifications and amendments thereto, which are Approved Lease Form in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying leasing all or any part of any the Mortgaged Property, no person has subject only to non-material changes made on a lease-by-lease basis. Borrower shall not enter into any possessory interest leases without Lender’s prior written approval, such approval to be in the sole and absolute discretion of Lender. Notwithstanding the foregoing, so long as such lease otherwise meets the criteria provided in this Section 5.18 (i.e., Lender approves such proposed tenant’s creditworthiness and Lender will receive an SNDA if an SNDA is required by Lender) and meets the criteria set forth in Exhibit G attached hereto, such approval shall be in Lender’s reasonable discretion. Prior to the execution of any Lease, the Borrower shall deliver to the Lender for its review and approval any Lease. Further, prior to the execution of any Lease, Borrower shall have received Lender's approval of the Properties or right to occupy the same except under and pursuant to the provisions creditworthiness of the Leases or Permitted Encumbrances. The Rent Roll is accurate proposed tenant and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lender may condition any Lease approval on the Rent Roll is receipt of an SNDA in form reasonably acceptable to Lender. Each Lease shall be substantially in the lessor form of the Approved Lease Form unless otherwise agreed to by Lender. Borrower shall deliver to Lender a copy of each executed Lease promptly after acceptance and execution thereof by the Borrower. (b) Upon request of Lender, Borrower shall use commercially reasonable efforts to obtain from the tenant under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or Lease covering any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Mortgaged Property, with respect from time to each Lease at such Property either time as requested by Lender, estoppel certificates stating that (i) Lender shall automatically succeed to the rights Lease is unmodified and obligations of the landlord under such Leases in full force and effect and (ii) that no default exists thereunder on the part of Tenant or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Report.