Common use of Leasing Matters Clause in Contracts

Leasing Matters. Any Major Lease with respect to any of the Property written after the date hereof shall be subject to the prior written approval of Lender. So long as no Event of Default is continuing, any Minor Lease with respect to any of the Property written after the date hereof shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with a standard lease form approved by Lender and shall satisfy the other requirements hereof. All Leases shall be on commercially reasonable terms, shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market rates. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate 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 and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted without the prior written consent of Lender; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the Leases as Lender shall from time to time reasonably require.

Leasing Matters. Any Major Lease with (a) With respect to any Individual Property, Pledgor may cause Mortgage Borrower to enter into a proposed Lease (including the renewal or extension of the Property written after the date hereof shall be subject to the prior written approval of Lender. So long as no Event of Default is continuing, any Minor an existing Lease with respect to any of the Property written after the date hereof shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with (a standard lease form approved by Lender and shall satisfy the other requirements hereof. All Leases shall be on commercially reasonable terms, shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market rates. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i“Renewal Lease”)) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate 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 and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted 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 is executed by Mortgage 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 arms-length transaction with a bona fide, independent third party tenant, (iii) shall does not collect any have a material adverse effect on the value or quality of the rents more than one (1) month in advance (other than security deposits); applicable Individual Property, (iv) shall is written on the standard form of lease approved by Lender with such modifications thereto which are commercially reasonable given the then current market conditions with respect to the relevant Individual Property and which do not execute any other assignment of lessoradversely affect Mortgage Borrower’s interest in interests under the Leases Lease or the Rents (except as contemplated by value of the Loan Documents); relevant Individual Property, and (v) is not a Major Lease. All proposed Leases which do not satisfy the requirements set forth in this Section 5.1.17(a) shall be subject to the prior approval of Lender, which approval shall not alterbe unreasonably withheld, modify conditioned or change the terms delayed. At Lender’s request, Pledgor shall cause Mortgage Borrower to promptly deliver to Lender copies of all Leases which are entered into pursuant to this Subsection together with Pledgor’s certification that it has satisfied or caused Mortgage Borrower to have satisfied all of the Leases in a manner inconsistent with the provisions conditions of the Loan Documents; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the Leases as Lender shall from time to time reasonably requirethis Section.

Leasing Matters. Any Major (a) Borrower may enter into a proposed Lease with respect to any (including the renewal or extension of the Property written after the date hereof shall be subject to the prior written approval of Lender. So long as no Event of Default is continuing, any Minor an existing Lease with respect to any of the Property written after the date hereof shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with (a standard lease form approved by Lender and shall satisfy the other requirements hereof. All Leases shall be on commercially reasonable terms, shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market rates. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i“Renewal Lease”)) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate 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 and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted 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 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 or with a Taxable REIT Subsidiary of Sponsor, (iii) shall does not collect any have a materially adverse effect on the value of the rents more than one (1) month in advance (other than security deposits); Property taken as a whole, (iv) shall not execute any other assignment of lessor’s interest in is subject and subordinate to the Leases or Mortgage and the Rents (except as contemplated Tenant thereunder agrees to attorn to Lender, either by the Loan Documents); terms of such Renewal Lease or pursuant to a subordination, non-disturbance and attornment agreement on Lender’s then current form (v) shall does not altercontain any option, modify offer, right of first refusal, or change the terms other similar right to acquire all or any portion of the Leases in a manner inconsistent with the provisions of the Loan Documents; and Property, (vi) has a base term of less than fifteen (15) years including options to renew, (vii) has no rent credits, free rents or concessions granted thereunder, other than as consistent with then market standards for prudent institutional owners of Class A office buildings in the sub-market where the Property is located, and (viii) is written on the standard form of lease approved by Lender and attached hereto as Exhibit C, subject to tenant specific negotiated changes which do not, individually or in the aggregate, cause a Material Adverse Change with respect to the Property or the financial condition of Borrower. All proposed Leases which do not satisfy the requirements set forth in this subsection shall execute be at Borrower’s expense and deliver at subject to the request prior approval of Lender and its counsel, such consent not to be unreasonably withheld or delayed. Borrower shall promptly deliver to Lender copies of all such further assurances, confirmations and assignments in connection Leases which are entered into pursuant to this subsection together with Borrower’s certification that it has satisfied all of the Leases as Lender shall from time to time reasonably requireconditions of this Section.

Leasing Matters. Any (a) Borrower or Operating Lessee may enter into a proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a Major Lease with respect to any of the Property written after the date hereof shall be subject to the prior written approval of Lender. So long as no Event of Default is continuing, any Minor Lease with respect to any of the Property written after the date hereof shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with a standard lease form approved by Lender and shall satisfy the other requirements hereof. All Leases shall be on commercially reasonable terms, shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market rates. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate 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 and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted 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 is executed by Borrower or Operating Lessee (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) shall does not collect contain any of the rents more than one (1) month in advance (other than security deposits); terms which would reasonably be expected to have or do have a Material Adverse Effect, (iv) shall not execute is subject and subordinate to the Mortgages and the Tenant thereunder agrees to attorn to Lender and any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); purchaser at a foreclosure sale and (v) does not contain any option, offer, right of first refusal, right of first offer or other similar right to acquire all or any portion of any Individual Property. Each Major Lease and all other proposed Leases which do not satisfy the requirements set forth in this subsection, unless Manager has the right to enter into such Lease without Borrower’s or Operating Lessee’s prior written consent pursuant to the Management Agreement (each a “Required Approval Lease”) shall not alter, modify be subject to the prior approval of Lender. Borrower shall promptly deliver to Lender copies of all Leases which are entered into pursuant to this subsection together with Borrower’s certification that it or change the terms Operating Lessee has satisfied all of the Leases in a manner inconsistent conditions of this Section. Borrower shall pay the costs and expenses associated with the provisions Lender’s counsel review of the Loan Documents; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the Leases as Lender shall from time to time reasonably requireany Lease for which Lender’s consent may be required under this Section 5.13.

Leasing Matters. Any Major Lease Leases with respect to any of the an Individual --------------- Property written after the date hereof shall be subject to the prior written approved by Lender, which approval of Lender. So long as no Event of Default is continuing, any Minor Lease with respect to any of the Property written after the date hereof shall not be subject to the prior written approval unreasonably withheld, conditioned or delayed. Upon request, Borrower shall furnish Lender with executed copies of Lender if it shall be written substantially in accordance with a standard lease form approved by Lender and shall satisfy the other requirements hereofall Leases. All renewals of Leases shall be on commercially reasonable terms, shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and all proposed Leases shall provide for rental rates comparable to existing local market rates, subject to the existing Leases. All Major proposed Leases shall be on commercially reasonable terms and shall not contain any terms which would materially affect Lender's rights under the Loan Documents. All Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument 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. Notwithstanding anything to If Lender shall approve any Lease covering an entire Individual Property, Lender shall, at the contrary contained hereinrequest of Borrower, all Leases enter into an Estoppel Certificate, Subordination, Nondisturbance and Attornment Agreement in the form attached as Schedule III hereunder with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lendertenant thereunder. Upon request, Borrower shall furnish Lender with executed copies of all Leases. ------------ Borrower (ia) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (iib) shall enforce and may not amend or terminate the termsmodify in any material respect, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of terminate, any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted without the prior written consent of Lender; (iiic) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (ivd) shall not execute any other assignment of lessor’s 's interest in the Leases or the Rents (except as contemplated by the Loan Documents); and (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the Leases as Lender shall from time to time reasonably require. Lender shall use good faith efforts to respond to any request for approval hereunder within fifteen (15) days of receipt thereof. For the purpose of this section, without limiting the generality of the foregoing, any extension of the term of a Lease that does not reduce the rent payable thereunder shall be deemed not to be material and any amendment or modification of a Lease that reduces the term of a Lease or the rent payable thereunder shall be deemed to be material.

Leasing Matters. Any Major Lease with respect to any of the Property written after the date hereof shall be subject to the prior written approval of Lender. So long as no Event of Default is continuing, any Minor Lease with respect to any of the Property written after the date hereof shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with a standard lease form approved by Lender and shall satisfy the other requirements hereof. All Leases shall be on commercially reasonable terms, shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market rates. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of (a) Borrower shall be subject permitted to the prior written consent of Lender. Upon request, cause Senior Mezzanine Borrower shall furnish Lender with executed copies of all Leases. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate 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 and in a manner not to impair the value of the Property involved except that no termination by cause Mortgage Borrower or acceptance Operating Lessee to enter into a proposed Lease (including the renewal or extension of surrender by an existing Lease (a Tenant of any Leases shall be permitted unless by reason of “Renewal Lease”)) that is not a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted 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 is executed by Mortgage Borrower or Operating Lessee (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) shall does not collect contain any of the rents more than one (1) month in advance (other than security deposits); terms which would reasonably be expected to have or do have a Material Adverse Effect, (iv) shall not execute is subject and subordinate to the Mortgages and the Tenant thereunder agrees to attorn to Mortgage Lender and any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); purchaser at a foreclosure sale and (v) does not contain any option, offer, right of first refusal, right of first offer or other similar right to acquire all or any portion of any Individual Property. Each Major Lease and all other proposed Leases which do not satisfy the requirements set forth in this subsection, unless Manager has the right to enter into such Lease without Mortgage Borrower’s or Operating Lessee’s prior written consent pursuant to the Management Agreement (each a “Required Approval Lease”) shall not alter, modify be subject to the prior approval of Lender. Borrower shall cause Senior Mezzanine Borrower to cause Mortgage Borrower to promptly deliver to Lender copies of all Leases which are entered into pursuant to this subsection together with Borrower’s certification that Mortgage Borrower or change the terms Operating Lessee has satisfied all of the Leases in a manner inconsistent conditions of this Section. Borrower shall pay the costs and expenses associated with the provisions Lender’s counsel review of the Loan Documents; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the Leases as Lender shall from time to time reasonably requireany Lease for which Lender’s consent may be required under this Section 5.13.

Leasing Matters. Any Major Lease with respect to any of the Property written after the date hereof shall be subject to the prior written approval of Lender. So long as no Event of Default is continuing, any Minor Lease with respect to any of the Property written after the date hereof shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with a standard lease form approved by Lender and shall satisfy the other requirements hereof. All Leases shall be on commercially reasonable terms, shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market rates. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of (a) Borrower shall be subject permitted to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate 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 and in a manner not to impair the value of the Property involved except that no termination by cause Mortgage Borrower or acceptance Operating Lessee to enter into a proposed Lease (including the renewal or extension of surrender by an existing Lease (a Tenant of any Leases shall be permitted unless by reason of “Renewal Lease”)) that is not a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted 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 is executed by Mortgage Borrower or Operating Lessee (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) shall does not collect contain any of the rents more than one (1) month in advance (other than security deposits); terms which would reasonably be expected to have or do have a Material Adverse Effect, (iv) shall not execute is subject and subordinate to the Mortgages and the Tenant thereunder agrees to attorn to Mortgage Lender and any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); purchaser at a foreclosure sale and (v) does not contain any option, offer, right of first refusal, right of first offer or other similar right to acquire all or any portion of any Individual Property. Each Major Lease and all other proposed Leases which do not satisfy the requirements set forth in this subsection (each a “Required Approval Lease”) shall not alter, modify be subject to the prior approval of Lender. Borrower shall cause Mortgage Borrower and Operating Lessee to promptly deliver to Lender copies of all Leases which are entered into pursuant to this subsection together with Borrower’s certification that Mortgage Borrower or change the terms Operating Lessee has satisfied all of the Leases in a manner inconsistent conditions of this Section. Borrower shall pay the costs and expenses associated with the provisions Lender’s counsel review of the Loan Documents; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the Leases as Lender shall from time to time reasonably requireany Lease for which Lender’s consent may be required under this Section 5.13.

Leasing Matters. Any Major (a) Borrower may permit Mortgage Loan Borrowers or Maryland Owner to enter into a proposed Lease with respect to (including any renewal or extension of the Property written after the date hereof shall be subject to the prior written approval of Lender. So long as no Event of Default is continuing, any Minor an existing Lease with respect to any of the Property written after the date hereof shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with (a standard lease form approved by Lender and shall satisfy the other requirements hereof. All Leases shall be on commercially reasonable terms, shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market rates. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i“Renewal Lease”)) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate 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 and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted 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 is executed by Mortgage Loan Borrowers or Maryland Owner (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) shall does not collect any have a materially adverse effect on the value of the rents more than one (1) month in advance (other than security deposits); related Individual Property taken as a whole, (iv) shall not execute any other assignment is subject and subordinate to the applicable Mortgage and the Tenant thereunder agrees to attorn to Lender (subject to Lender’s delivery of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documentsa non-disturbance agreement containing market terms and otherwise reasonably satisfactory to Lender); , (v) shall does not altercontain any option, modify offer, right of first refusal, or change the terms other similar right to acquire all or any portion of the Leases in a manner inconsistent with the provisions of the Loan Documents; related Individual Property, and (vi) has a base term of less than fifteen (15) years including options to renew. All proposed Leases which do not satisfy the requirements set forth in this subsection shall execute and deliver at be subject to the request prior approval of Lender and its counsel, at Borrower’s expense, which consent shall not be unreasonably withheld or delayed. Borrower shall cause Mortgage Loan Borrowers and Maryland Owner to promptly deliver to Lender copies of all Leases which are entered into pursuant to this subsection together with Borrower’s certification that it has satisfied all of the conditions of this Section 5.13. Borrower covenants not to take or permit Mortgage Loan Borrowers or Maryland Owner to take any action with respect to an Individual Property that is reasonably likely to result, together with any other prior actions taken with respect to such further assurancesIndividual Property, confirmations and assignments in connection with a change in the Leases as Lender shall use or nature of such Individual Property from time to time reasonably requirethat of a hotel.

Leasing Matters. (a) All Leases and all renewals of Leases executed after the date hereof shall (i) be negotiated at arm’s length and shall be on commercially reasonable terms, and (ii) provide that such Lease is subordinate to the Security Instrument and the other Loan Documents and that the lessee agrees, subject to customary and reasonable provisions for non-disturbance to the extent the lessee is not in default thereunder, to attorn to Lender and any purchaser at a foreclosure sale. Any Major Lease with respect to and any of the Property written renewal, material waiver, material amendment, material modification or termination thereof executed after the date hereof shall be subject to Lender’s prior approval, which approval shall not be unreasonably withheld or delayed. If an Event of Default shall exist, all Leases and each renewal, waiver, amendment, modification or termination thereof executed during the existence of such Event of Default shall be subject to Lender’s prior written approval in its sole discretion. Lender’s approval shall not be required for any Lease, or any renewal, waiver, amendment, modification or termination except as expressly provided in this Section 5.1.20. Upon request of Lender. So Borrower and at Borrower’s sole cost and expense, so long as no Event of Default is continuingshall exist, any Minor Lease with respect to any of the Property written after the date hereof shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with a standard lease form approved by Lender and shall satisfy the other requirements hereof. All Leases shall be on commercially reasonable terms, shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market rates. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate 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 and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted without the prior written consent of Lender; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the Leases as Lender shall from time to time Lender shall promptly execute and deliver a subordination, nondisturbance and attornment agreement in connection with any Major Lease, such agreement to be in Lender’s then usual and customary form and otherwise reasonably requireacceptable to Lender in all respects.

Leasing Matters. Any (a) Borrower may enter into a proposed Lease (including the renewal or extension of an existing Lease (a "Renewal Lease")) that is not a Major Lease with respect to any of the Property written after the date hereof shall be subject to the prior written approval of Lender. So long as no Event of Default is continuing, any Minor Lease with respect to any of the Property written after the date hereof shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with a standard lease form approved by Lender and shall satisfy the other requirements hereof. All Leases shall be on commercially reasonable terms, shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market rates. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate 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 and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted 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 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) shall does not collect contain any of the rents more than one (1) month in advance (other than security deposits); terms which would reasonably be expected to have or do have a Material Adverse Effect, (iv) shall not execute is subject and subordinate to the Mortgage and the Tenant thereunder agrees to attorn to Lender and any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); purchaser at a foreclosure sale, (v) shall does not altercontain any option, modify offer, right of first refusal, right of first offer or change the terms other similar right to acquire all or any portion of the Leases in a manner inconsistent with the provisions of the Loan Documents; and Property, (vi) has a base term of (A) more than three (3) years and (B) less than fifteen (15) years including options to renew and (vii) has no rent, credits, free rents or concessions granted thereunder other than those which are reasonable and customary and comparable to existing local market terms. Each Major Lease and all other proposed Leases which do not satisfy the requirements set forth in this subsection (each a "Required Approval Lease") shall execute be subject to the prior approval of Lender. Borrower shall promptly deliver to Lender copies of all Leases which are entered into pursuant to this subsection together with Borrower's certification that it has satisfied all of the conditions of this Section. Borrower shall pay the costs and deliver at the request expenses associated with Lender or its counsel's review of Lender all such further assurances, confirmations and assignments in connection with the Leases as Lender shall from time to time reasonably requireany Lease for which Lender's consent may be required under this Section 5.13.

Leasing Matters. (a) Any Major Lease with respect to Lease, including any of the Property written amendment, modification or supplement thereto, executed after the date hereof Closing Date shall be subject to the prior written approval of Lender. So long as no Event of Default is continuing, any Minor Lease with respect to any of the Property written after the date hereof which approval shall not be subject to the prior written approval unreasonably withheld. Upon request, Borrower shall furnish Lender with executed copies of Lender if it shall be written substantially in accordance with a standard lease form approved such Leases as are identified by Lender and (including all Leases, if requested by Lender, provided that Borrower shall satisfy the other requirements hereofnot be required to deliver copies of all Leases more frequently than two (2) times in any calendar year). All renewals of Leases and all proposed Leases shall provide for rental rates and other terms comparable or superior to then-existing local market rates. All proposed Leases shall be on commercially reasonable terms, terms and shall not contain any terms which would have any materially affect adverse effect on Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market ratesor the value of the applicable Individual Property. All Major Leases executed after the date hereof Closing Date shall provide that they are subordinate to the Security Instrument Mortgage encumbering the applicable Individual Property and that the lessee Tenant agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained hereinLender, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate 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 and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted without the prior written consent of Lender; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents; and (vi) shall execute and deliver at the request of Borrower, shall enter into a subordination, attornment and non-disturbance agreement in the form attached hereto as Exhibit A (with such modifications thereto as may be reasonably acceptable to Lender) or in such other form that is reasonably satisfactory to Lender all and such further assurancesTenant (a “Non-Disturbance Agreement”) with any Tenant entering into a Material Lease, confirmations including a Major Lease (other than a Lease to an Affiliate of Borrower), after the Closing Date. All actual and assignments reasonable, out-of-pocket costs and expenses of Lender and Servicer in connection with the Leases as negotiation, preparation, execution and delivery by Lender and Servicer of any Non-Disturbance Agreement, including, without limitation, reasonable attorneys’ fees and disbursements and the current fee being assessed by Servicer in connection therewith, shall from time to time reasonably requirebe paid by Borrower.

Leasing Matters. Any Major (a) Borrower may permit Mortgage Borrower to enter into a proposed Lease with respect to any (including the renewal or extension of the Property written after the date hereof shall be subject to the prior written approval of Lender. So long as no Event of Default is continuing, any Minor an existing Lease with respect to any of the Property written after the date hereof shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with (a standard lease form approved by Lender and shall satisfy the other requirements hereof. All Leases shall be on commercially reasonable terms, shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market rates. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i"Renewal Lease")) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate 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 and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted 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 is executed by Mortgage 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) shall does not collect any have a materially adverse effect on the value of the rents more than one (1) month in advance (other than security deposits); Property taken as a whole, (iv) shall not execute any other assignment of lessor’s interest in is subject and subordinate to the Leases or Mortgage and the Rents (except as contemplated Tenant thereunder agrees to attorn to Lender, either by the Loan Documents); terms of such Renewal Lease or pursuant to a subordination, non-disturbance and attornment agreement on Lender's then current form (v) shall does not altercontain any option, modify offer, right of first refusal, or change the terms other similar right to acquire all or any portion of the Leases in a manner inconsistent with the provisions of the Loan Documents; and Property, (vi) has a base term of less than fifteen (15) years including options to renew, (vii) has no rent, credits, free rents or concessions granted thereunder, other than as consistent with then market standards for prudent institutional owners of Class A office buildings in the sub-market where the Property is located, and (viii) is written on the standard form of lease approved by Lender and attached hereto as Exhibit C, subject to tenant specific negotiated changes which do not, individually or in the aggregate, cause a Material Adverse Change with respect to the Property or the financial condition of Borrower. All proposed Leases which do not satisfy the requirements set forth in this subsection shall execute be at Borrower's expense and deliver at subject to the request prior approval of Lender and its counsel, not to be unreasonably withheld or delayed. Borrower shall cause Mortgage Borrower to promptly deliver to Lender copies of all such further assurances, confirmations and assignments in connection Leases which are entered into pursuant to this subsection together with Borrower's certification that it has satisfied all of the Leases as Lender shall from time to time reasonably requireconditions of this Section.

Leasing Matters. Any Major Lease (a) Except as otherwise consented to by Lender in writing, all Leases shall be written on the standard form of lease which shall have been (i) with respect to pad Leases, delivered to Lender in connection with the closing of the Loan and (ii) with respect to Operating Leases or Ground Leases, if any, approved by Lender, provided however that Lender acknowledges that to the extent any portion of the Property consists of a recreational vehicle resort, Borrower shall not be required to enter into written after Leases with any occupant or tenant of such portion of the date hereof Property and such tenants and/or occupants of such recreational vehicle resorts shall be deemed month to month tenants or licensees of Borrower. So long as either Original Borrower or a Borrower Principal Affiliate is Borrower under the Loan, Borrower may modify its standard form of pad lease in accordance with sound business practices and Legal Requirements, provided that the form of such Lease contains covenants and conditions that are consistent with those contained in comparable leases in the applicable local market. Notwithstanding the foregoing, in the event that the majority of owners, managers and/or operators of comparable recreational vehicle resorts in the applicable local market enter into written Leases with the occupants of recreational vehicle resorts, Borrower shall be required to enter into written Leases with respect to such occupants, and the form of such lease shall contain terms and conditions that are consistent with those of Leases of comparable properties in the applicable market or sub-market. Upon request, Borrower (1) shall furnish Lender with executed copies of all Major Leases and (2) shall make available to Lender at Borrower's offices (upon reasonable notice to Borrower), executed copies of all other Leases. No material changes may be made to the Lender-approved standard form of Operating Lease and Ground Lease, if applicable, without the prior written consent of Lender. In addition, all renewals of Leases and all proposed leases shall provide for rental rates and terms comparable to existing local market rates and terms and, except with respect to one pad at the Property used for on-site community managers (or other employees of Manager), shall be arm's-length transactions with bona fide, independent third party tenants. All proposed Major Leases and renewals of existing Major Leases shall be subject to the prior written approval of Lender. So long as no Event of Default is continuing, any Minor Lease with respect to any of the Property written after the date hereof shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with a standard lease form approved by Lender and shall satisfy the other requirements hereofits counsel, at Borrower's expense. All Leases shall be on commercially reasonable terms, shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market rates. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument Mortgage and that the lessee tenant agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate 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 and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted without the prior written consent of Lender; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the Leases as Lender shall from time to time reasonably require.

Leasing Matters. Any Major (a) Borrower may permit Mortgage Borrower to enter into a proposed Lease with respect to any (including the renewal or extension of the Property written after the date hereof shall be subject to the prior written approval of Lender. So long as no Event of Default is continuing, any Minor an existing Lease with respect to any of the Property written after the date hereof shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with (a standard lease form approved by Lender and shall satisfy the other requirements hereof. All Leases shall be on commercially reasonable terms, shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market rates. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i"RENEWAL LEASE")) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate 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 and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted 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 is executed by Mortgage 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) shall does not collect any have a materially adverse effect on the value of the rents more than one (1) month in advance (other than security deposits); Property taken as a whole, (iv) shall not execute any other assignment of lessor’s interest in is subject and subordinate to the Leases or Mortgage and the Rents (except as contemplated Tenant thereunder agrees to attorn to Lender, either by the Loan Documents); terms of such Renewal Lease or pursuant to a subordination, non-disturbance and attornment agreement on Lender's then current form (v) shall does not altercontain any option, modify offer, right of first refusal, or change the terms other similar right to acquire all or any portion of the Leases in a manner inconsistent with the provisions of the Loan Documents; and Property, (vi) has a base term of less than fifteen (15) years including options to renew, (vii) has no rent, credits, free rents or concessions granted thereunder, other than as consistent with then market standards for prudent institutional owners of Class A office buildings in the sub-market where the Property is located, and (viii) is written on the standard form of lease approved by Lender and attached hereto as Exhibit C, subject to tenant specific negotiated changes which do not, individually or in the aggregate, cause a Material Adverse Change with respect to the Property or the financial condition of Borrower. All proposed Leases which do not satisfy the requirements set forth in this subsection shall execute be at Borrower's expense and deliver at subject to the request prior approval of Lender and its counsel, not to be unreasonably withheld or delayed. Borrower shall cause Mortgage Borrower to promptly deliver to Lender copies of all such further assurances, confirmations and assignments in connection Leases which are entered into pursuant to this subsection together with Borrower's certification that it has satisfied all of the Leases as Lender shall from time to time reasonably requireconditions of this Section.

Leasing Matters. Any Major Lease Leases with respect to any of the Property written after the date hereof Closing Date for more than the Relevant Leasing Threshold square footage shall be subject to the prior written approval of Lender, which approval may be given or withheld in the sole discretion of Lender. So long as no Event Lender shall approve or disapprove any such Lease within ten (10) Business Days of Default is continuingLender’s receipt of a final execution draft of such Lease (including all exhibits, any Minor schedules, supplements, addenda or other agreements relating thereto) and a written notice from Borrower requesting Lender’s approval to such Lease, and such Lease shall be deemed approved, if Lender does not disapprove such Lease within said ten (10) Business Day period provided such written notice conspicuously states, in large bold type, that “PURSUANT TO SECTION 5.1.20 OF THE LOAN AGREEMENT, THE LEASE SHALL BE DEEMED APPROVED IF LENDER DOES NOT RESPOND TO THE CONTRARY WITHIN TEN (10) BUSINESS DAYS OF LENDER’S RECEIPT OF SUCH LEASE AND WRITTEN NOTICE”. Borrower shall furnish Lender with respect executed copies of all Leases. All renewals of Leases and all proposed Leases shall provide for rental rates comparable to any of existing local market rates (unless such rental rates are otherwise set forth in the Property written after the date hereof shall not be subject Leases executed prior to the prior written approval of Lender if it shall be written substantially in accordance with a standard lease form approved by Lender and shall satisfy the other requirements hereofClosing Date). All proposed Leases shall be on commercially reasonable terms, terms and shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market ratesDocuments. All Major Leases executed after the date hereof Closing Date shall provide that they are subordinate to the Security Instrument Mortgage encumbering the Property and that the lessee tenant thereunder agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee tenant thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant tenant of any Leases Lease shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; Property provided, however, that no such termination or surrender of any Major Lease covering more than the Relevant Leasing Threshold will be permitted without the prior written consent of Lender which consent may be withheld in the sole discretion of Lender; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan DocumentsDocuments without the prior written consent of Lender, which consent may be withheld in the sole discretion of Lender; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments assignment in connection with the Leases as Lender shall from time to time reasonably require. Notwithstanding the foregoing, Borrower may, without the prior written consent of Lender, terminate any Lease which demises less than the Relevant Leasing Threshold under any of the following circumstances: (i) the tenant under said Lease is in default beyond any applicable grace and cure period, and Borrower has the right to terminate such Lease; (ii) such termination is permitted by the terms of the Lease in question and Borrower has secured an obligation from a third party to lease the space under the Lease to be terminated at a rental equal to or higher than the rental due under the Lease to be terminated; and (iii) if the tenant under the Lease to be terminated, has executed a right under said Lease to terminate its lease upon payment of a termination fee to Borrower, and has in fact terminated its lease and paid said fee, Borrower may accept said termination.

Leasing Matters. Any Major Lease Leases with respect to any of the Property written after the date hereof Closing Date for more than the Relevant Leasing Threshold square footage shall be subject to the prior written approval of Lender, which approval may be given or withheld in the sole discretion of Lender. So long as no Event Lender shall approve or disapprove any such Lease within ten (10) Business Days of Default is continuingLender’s receipt of a final execution draft of such Lease (including all exhibits, any Minor schedules, supplements, addenda or other agreements relating thereto) and a written notice from Borrower requesting Lender’s approval to such Lease, and such Lease shall be deemed approved, if Lender does not disapprove such Lease within said ten (10) Business Day period provided such written notice conspicuously states, in large bold type, that “PURSUANT TO SECTION 5.1.20 OF THE LOAN AGREEMENT, THE LEASE SHALL BE DEEMED APPROVED IF LENDER DOES NOT RESPOND TO THE CONTRARY WITHIN TEN (10) BUSINESS DAYS OF LENDER’S RECEIPT OF SUCH LEASE AND WRITTEN NOTICE”. Borrower shall furnish Lender with respect executed copies of all Leases. All renewals of Leases and all proposed Leases shall provide for rental rates comparable to any of existing local market rates (unless such rental rates are otherwise set forth in the Property written after the date hereof shall not be subject Leases executed prior to the prior written approval of Lender if it shall be written substantially in accordance with a standard lease form approved by Lender and shall satisfy the other requirements hereofClosing Date). All proposed Leases shall be on commercially reasonable terms, terms and shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market ratesDocuments. All Major Leases executed after the date hereof Closing Date shall provide that they are subordinate to the Security Instrument Mortgage encumbering the Property and that the lessee tenant thereunder agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee tenant thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant tenant of any Leases Lease shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease covering more than the Relevant Leasing Threshold will be permitted without the prior written consent of Lender which consent may be withheld in the sole discretion of Lender; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan DocumentsDocuments without the prior written consent of Lender, which consent may be withheld in the sole discretion of Lender; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments assignment in connection with the Leases as Lender shall from time to time reasonably require. Notwithstanding the foregoing, Borrower may, without the prior written consent of Lender, terminate any Lease which demises less than the Relevant Leasing Threshold under any of the following circumstances: (i) the tenant under said Lease is in default beyond any applicable grace and cure period, and Borrower has the right to terminate such Lease; (ii) such termination is permitted by the terms of the Lease in question and Borrower has secured an obligation from a third party to lease the space under the Lease to be terminated at a rental equal to or higher than the rental due under the Lease to be terminated; and (iii) if the tenant under the Lease to be terminated, has executed a right under said Lease to terminate its lease upon payment of a termination fee to Borrower, and has in fact terminated its lease and paid said fee, Borrower may accept said termination.

Leasing Matters. Any Major (a) Borrower may enter into a proposed Lease with respect to any (including the renewal or extension of the Property written after the date hereof shall be subject to the prior written approval of Lender. So long as no Event of Default is continuing, any Minor an existing Lease with respect to any of the Property written after the date hereof shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with (a standard lease form approved by Lender and shall satisfy the other requirements hereof. All Leases shall be on commercially reasonable terms, shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market rates. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i"RENEWAL LEASE")) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate 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 and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted 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 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) shall does not collect any have a materially adverse effect on the value of the rents more than one (1) month in advance (other than security deposits); Property taken as a whole, (iv) shall not execute any other assignment of lessor’s interest in is subject and subordinate to the Leases or Mortgage and the Rents (except as contemplated Tenant thereunder agrees to attorn to Lender, either by the Loan Documents); terms of such Renewal Lease or pursuant to a subordination, non-disturbance and attornment agreement on Lender's then current form (v) shall does not altercontain any option, modify offer, right of first refusal, or change the terms other similar right to acquire all or any portion of the Leases in a manner inconsistent with the provisions of the Loan Documents; and Property, (vi) has a base term of less than fifteen (15) years including options to renew, (vii) has no rent credits, free rents or concessions granted thereunder, other than as consistent with then market standards for prudent institutional owners of Class A office buildings in the sub-market where the Property is located, and (viii) is written on the standard form of lease approved by Lender and attached hereto as Exhibit C, subject to tenant specific negotiated changes which do not, individually or in the aggregate, cause a Material Adverse Change with respect to the Property or the financial condition of Borrower. All proposed Leases which do not satisfy the requirements set forth in this subsection shall execute be at Borrower's expense and deliver at subject to the request prior approval of Lender and its counsel, such consent not to be unreasonably withheld or delayed. Borrower shall promptly deliver to Lender copies of all such further assurances, confirmations and assignments in connection Leases which are entered into pursuant to this subsection together with Borrower's certification that it has satisfied all of the Leases as Lender shall from time to time reasonably requireconditions of this Section.

Leasing Matters. (a) Any Major Lease with respect to Lease, including any of the Property written amendment, modification or supplement thereto, executed after the date hereof Closing Date shall be subject to the prior written approval of Lender. So long as no Event of Default is continuingAdministrative Agent, any Minor Lease with respect to any of the Property written after the date hereof which approval shall not be subject unreasonably withheld. Notwithstanding the foregoing, Administrative Agent’s consent shall not be required in connection with any Preapproved Leases. Upon request, Borrower shall furnish Administrative Agent with executed copies of such Leases as are identified by Administrative Agent (including all Leases, if requested by Administrative Agent, provided that Borrower shall not be required to the prior written approval deliver copies of Lender if it all Leases more frequently than two (2) times in any calendar year). Unless approved, consented to or waived in writing by Administrative Agent, all renewals of Leases and all proposed Leases shall be written substantially in accordance with a standard lease form approved by Lender provide for rental rates and shall satisfy the other requirements hereofterms comparable or superior to then-existing local market rates for similarly situated properties. All proposed Leases shall be on commercially reasonable terms, shall not contain any terms which would have any materially affect Lender’s adverse effect on Administrative Agent or Lenders’ rights under the Loan Documents or the value of the applicable Individual Property and shall provide for rental rates comparable not be with Affiliates of Borrower (unless it is on terms which are substantially similar to existing local market ratesthose available in an arm’s length transaction with an unrelated party). All Major Unless approved, consented to or waived in writing by Administrative Agent, all Leases executed after the date hereof Closing Date shall provide that they are subordinate to the Security Instrument Mortgage encumbering the applicable Individual Property and that the lessee Tenant agrees to attorn to Lender Administrative Agent or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained hereinAdministrative Agent, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate 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 and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted without the prior written consent of Lender; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents; and (vi) shall execute and deliver at the request of Lender all Borrower, shall enter into a subordination, attornment and non-disturbance agreement in the form attached hereto as Exhibit B (with such further assurancesmodifications thereto as may be reasonably acceptable to Administrative Agent) or in such other form that is reasonably satisfactory to Administrative Agent and such Tenant (provided in each case that Administrative Agent shall agree to modifications reasonably required to reflect an obligation on behalf of Administrative Agent to release any casualty or condemnation proceeds in connection with any restoration required pursuant to a Material Lease) (a “Non-Disturbance Agreement”) with any Tenant entering into a Material Lease, confirmations including a Major Lease (other than a Lease to an Affiliate of Borrower), after the Closing Date. All actual and assignments reasonable, out-of-pocket costs and expenses of Administrative Agent and Servicer in connection with the Leases as Lender negotiation, preparation, execution and delivery by Administrative Agent and Servicer of any Non-Disturbance Agreement, including, without limitation, reasonable attorneys’ fees and disbursements and the current fee being assessed by Servicer in connection therewith, shall from time to time reasonably requirebe paid by Borrower.

Leasing Matters. Any Major Lease with respect to any (a) All Leases and all renewals of the Property written 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 subject on commercially reasonable terms, (iii) have a term of not less than five (5) 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 prior written approval Security Instrument and the Assignment of Lender. So long Leases and that the Tenant thereunder will attorn to Lender and any purchaser at a foreclosure sale, (vi) be with Tenants that are creditworthy as no Event determined by Borrower in the exercise of Default is continuingprudent property management practices, any Minor Lease with respect to any of the Property written after the date hereof shall not be subject to the prior written approval of Lender if it shall (vii) be written substantially in accordance with a standard lease form of Lease which shall have been approved in writing by Lender and shall satisfy the other requirements hereof. All Leases shall be on (subject to any commercially reasonable termschanges made in the course of negotiations with the applicable Tenant), shall (viii) not be with any Affiliate of Borrower, Guarantor or Manager, and (ix) not contain any option to purchase, any right of first option to purchase, any right of first refusal to purchase, any right to terminate, any requirement for a non-disturbance or recognition agreement, or any other terms which would are reasonably likely to materially adversely affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to Documents; provided that, in connection with extensions or renewals of Leases existing local market rates. All Major Leases executed after on the date hereof hereof, any applicable term that would otherwise breach the requirements set forth in this Section 5.1.20(a) shall provide that they are subordinate be permitted to the Security Instrument and that the lessee agrees extent necessary to attorn to Lender implement an extension or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate the terms, covenants and conditions renewal term expressly contained in the Leases upon applicable Lease and with respect to which Borrower has no discretion. Any non-compliance with the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases foregoing requirements shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted without the require Lender’s prior written consent of Lender; (iii) approval, which shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s interest in the Leases be unreasonably withheld or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the Leases as Lender shall from time to time reasonably requiredelayed.

Leasing Matters. Any Major (a) Borrower may enter into a proposed Lease with respect to any (including the renewal or extension of the Property written after the date hereof shall be subject to the prior written approval of Lender. So long as no Event of Default is continuing, any Minor an existing Lease with respect to any of the Property written after the date hereof shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with (a standard lease form approved by Lender and shall satisfy the other requirements hereof. All Leases shall be on commercially reasonable terms, shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market rates. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i"RENEWAL LEASE")) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate 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 and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted 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 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) shall does not collect any have a materially adverse effect on the value of the rents more than one (1) month in advance (other than security deposits); Property taken as a whole, (iv) shall not execute any other assignment is subject and subordinate to the Deed of lessor’s interest in Trust and the Leases or the Rents (except as contemplated by the Loan Documents); Tenant thereunder agrees to attorn to Lender, (v) shall does not altercontain any option, modify offer, right of first refusal, or change the terms other similar right to acquire all or any portion of the Leases in a manner inconsistent with the provisions of the Loan Documents; and Property, (vi) has a base term of less than fifteen (15) years including options to renew, (vii) has no rent, credits, free rents or concessions granted thereunder, other than commercially reasonable tenant improvement allowances and commercially reasonable rent abatements consistent with other comparable leases within the local market and (viii) is written on the standard form of lease approved by Lender. All proposed Leases which do not satisfy the requirements set forth in this subsection shall execute and deliver at be subject to the request prior approval of Lender and its counsel, at Borrower's expense. Borrower shall promptly deliver to Lender copies of all such further assurances, confirmations and assignments in connection Leases which are entered into pursuant to this subsection together with Borrower's certification that it has satisfied all of the Leases as Lender shall from time to time reasonably requireconditions of this Section.

Leasing Matters. Any Major Lease with respect to any of the Property Leases written after the date hereof shall be subject to the prior written approval of Lender. So long as no Event of Default is continuing, any Minor Lease with respect to any of the Property written after the date hereof which approval shall not be subject to the prior written approval unreasonably withheld, conditioned or delayed. Upon request, Borrower shall furnish Lender with executed copies of Lender if it shall be written substantially in accordance with a standard lease form approved by Lender and shall satisfy the other requirements hereofall Leases. 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, terms and shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market ratesDocuments. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument applicable Mortgage and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate 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 and in a manner not to impair the value of the Individual Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases 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 Major Lease covering more than 6,000 square feet will be permitted without the prior written consent of Lender; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the Leases as Lender shall from time to time reasonably require. Notwithstanding anything to the contrary contained herein, all new Leases and all amendments, modifications, extensions, and renewals of existing Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. To the extent Lender’s approval is required pursuant to this Section 5.1.20 to any Lease or modification, Borrower’s written request therefor shall be delivered together with such materials reasonably requested by Lender in order to evaluate such request (it being acknowledged and agreed that no request for consent shall be effective unless and until such materials have been delivered to Lender). Each such request shall conspicuously state, in large bold type on the top of the first page of such request, that “PURSUANT TO SECTION 5.1.20 OF THE LOAN AGREEMENT, THIS IS A REQUEST FOR LENDER’S CONSENT. LENDER’S RESPONSE IS REQUESTED WITHIN FIFTEEN (15) BUSINESS DAYS. LENDER’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD WILL ENABLE BORROWER TO DELIVER A SECOND NOTICE REQUESTING LENDER’S CONSENT”. In the event Lender fails to approve or disapprove to such initial request within fifteen (15) Business Days’ of the effective date of such initial request, Borrower may deliver to Lender a second written request for approval, which second written request for approval shall conspicuously state, in large bold type on the top of the first page of such request, that “THIS IS A REQUEST FOR LENDER’S CONSENT. LENDER’S CONSENT IS REQUESTED WITHIN FIVE (5) BUSINESS DAYS. THE LEASE SHALL BE DEEMED APPROVED IF LENDER DOES NOT RESPOND TO THE CONTRARY WITHIN FIVE (5) BUSINESS DAYS’ OF LENDER’S RECEIPT OF THIS WRITTEN NOTICE”. In the event that Lender fails to approve or disapprove the second written request within such five (5) Business Day period, then Lender’s consent shall be deemed to have been granted. Notwithstanding the foregoing, if four (4) or more Leases have been deemed approved pursuant to this Section 5.1.20, then Borrower shall not be entitled to receive deemed approval with respect to any additional Leases.

Leasing Matters. Any (a) Borrower may enter into a proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a Major Lease with respect to any of the Property written after the date hereof shall be subject to the prior written approval of Lender. So long as no Event of Default is continuing, any Minor Lease with respect to any of the Property written after the date hereof shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with a standard lease form approved by Lender and shall satisfy the other requirements hereof. All Leases shall be on commercially reasonable terms, shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market rates. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate 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 and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted without the prior written consent of Lender; provided such proposed Lease or Renewal Lease (i) provides for rental rates and terms comparable to the then effective existing local market rates and terms (taking into account the type and creditworthiness of the tenant, the length of the term including any renewals, and the location and size of the premises covered thereby) as of the date such 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) shall does not collect contain any of the rents more than one (1) month in advance (other than security deposits); terms which would reasonably be expected to have or do have a Material Adverse Effect, (iv) shall is subject and subordinate to the applicable Mortgage and the Tenant thereunder agrees to attorn to Lender and any purchaser at a foreclosure sale, which may be conditioned upon Lender’s obligation to recognize and not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); disturb such Tenant, (v) shall does not altercontain any option, modify offer, right of first refusal, right of first offer or change other similar right to acquire all or any portion of any Individual Property, unless subject to a subordination to the terms Mortgage and such rights are not applicable at the time of the Leases in a manner inconsistent with the provisions of the Loan Documents; and foreclosure sale, (vi) shall execute has a base term of (A) more than three (3) years and deliver at (B) less than fifteen (15) years including options to renew, (vii) has no rent, credits, free rents or concessions granted thereunder other than those which are reasonable and customary and comparable to existing local market terms,, and (viii) is written on the request standard form of lease approved by Lender all such further assurances, confirmations and assignments (the “Standard Form of Lease”) (it being acknowledged by Lender that the form of Lease delivered in connection with the closing of the Loan is approved) with such customary modifications as would not reasonably be expected to have nor does have a Material Adverse Effect. Each Major Lease and all other proposed Leases as which do not satisfy the requirements set forth in this subsection (each a “Required Approval Lease”) shall be subject to the prior approval of Lender, which shall not be unreasonably withheld, conditioned or delayed; provided however, to the extent that the Deemed Approval Requirements are fully satisfied in connection with any Borrower request for Lender consent under this Section 5.13(a) and Lender thereafter fails to respond, Lender’s approval shall from time be deemed given with respect to time reasonably requirethe matter for which approval was requested. Borrower shall promptly deliver to Lender copies of all Leases which are entered into pursuant to this subsection together with Borrower’s certification that it has satisfied all of the conditions of this Section. Borrower shall pay the actual out-of-pocket costs and expenses (including reasonable attorneys’ fees) associated with Lender or its counsel’s review of any Lease for which Lender’s consent may be required under this Section 5.13.

Leasing Matters. Any Major Lease Leases with respect to any of the Property written executed after the date hereof hereof, for more than 1,600 square feet shall be subject to the prior written approved by Trustee, which approval of Lender. So long as no Event of Default is continuing, any Minor Lease with respect to any of the Property written after the date hereof shall not be subject to the prior written approval of Lender if it unreasonably withheld and shall be deemed granted if Trustee shall not have disapproved same in writing within fifteen (15) Business Days after Issuers’ request for approval, so long as the written substantially request to Trustee for approval contains a legend clearly marked in accordance not less than fourteen (14) point bold face type, underlined, in all capital letters “REQUEST DEEMED APPROVED IF NO RESPONSE WITHIN 15 BUSINESS DAYS”. Upon request, Issuers shall furnish Trustee with a standard lease form approved by Lender and shall satisfy the other requirements hereofexecuted copies of all Leases. All proposed Leases shall be on commercially reasonable terms, terms and shall not contain any terms which would materially affect LenderTrustee’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market ratesFinancing Documents. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument Trust Agreement and the Pledge and that the lessee agrees to attorn to Lender Trustee or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower Issuers (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate 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 and in a manner not to impair the value of the Property involved except that no termination by Borrower Issuers or acceptance of surrender by a Tenant tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease covering more than 1,600 square feet will be permitted without the prior written consent of LenderTrustee; provided, further, that notwithstanding anything to the contrary contained in this Section 7.01(t), (A) consent to the termination or surrender of the Restaurant Lease shall not be withheld if Hotel Issuer shall enter into a new Lease with a replacement tenant that has or has had a restaurant or food establishment operation serving a clientele similar to the clientele frequenting the Property and having a strong regional or national reputation and (B) Hotel Issuer may, upon not less than fifteen (15) Business Days notice to, but without the approval of, Trustee, terminate or accept a surrender of the Restaurant Lease in the event Issuers shall elect to self manage the applicable facility and operation; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Financing Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Financing Documents; and (vi) shall execute and deliver at the request of Lender Trustee all such further assurances, confirmations and assignments in connection with the Leases as Lender Trustee shall from time to time reasonably require. Notwithstanding anything to the contrary contained herein, no Issuer shall enter into a Lease of all or substantially all of the Property without Trustee’s prior consent.

Leasing Matters. Any Major Lease with (a) With respect to any of the Property written after the date hereof shall be subject to the prior written approval of Lender. So long as no Event of Default is continuing, any Minor Lease with respect to any of the Property written after the date hereof shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with a standard lease form approved by Lender and shall satisfy the other requirements hereof. All Leases shall be on commercially reasonable terms, shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market rates. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon requestIndividual Property, Borrower shall furnish Lender with executed copies may enter into a proposed Lease (including the renewal or extension of all Leases. Borrower an existing Lease (ia “Renewal Lease”)) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate 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 and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted 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 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 arms-length transaction with a bona fide, independent third party tenant, (iii) shall does not collect any have a material adverse effect on the value or quality of the rents more than one (1) month in advance (other than security deposits); applicable Individual Property, (iv) shall not execute any other assignment of lessor’s interest in is subject and subordinate to the Leases or related Security Instrument and the Rents (except as contemplated by the Loan Documents); lessee thereunder agrees to attorn to Lender, (v) shall is written on the standard form of lease approved by Lender with such modifications thereto which are commercially reasonable given the then current market conditions with respect to the relevant Individual Property and which do not alter, modify adversely affect Borrower’s interests under the Lease or change the terms value of the Leases in a manner inconsistent with the provisions of the Loan Documents; and relevant Individual Property, (vi) is not a Major Lease and (vii) after giving effect to such Lease, the Debt Service Coverage Ratio shall execute and be equal to or greater than 1.05 to 1.0. All proposed Leases which do not satisfy the requirements set forth in this Section 5.1.17(a) shall be subject to the prior approval of Lender, which approval shall not be unreasonably withheld, conditioned or delayed. At Lender’s request, Borrower shall promptly deliver at to Lender copies of all Leases which are entered into pursuant to this Subsection together with Borrower’s certification that it has satisfied all of the request conditions of Lender all such further assurances, confirmations and assignments in connection with the Leases as Lender shall from time to time reasonably requirethis Section.

Leasing Matters. Any Major Lease with respect to Borrower may not enter into a Lease, license or other occupancy agreement for any portion of the Property written after the date hereof shall be subject to the without Lender’s prior written approval of Lender. So long as no Event of Default is continuingconsent, any Minor Lease with respect to any of the Property written after the date hereof which consent shall not be subject unreasonably withheld, conditioned or delayed, provided, however, that after the Property shall have achieved the Required Ratios at Completion, Borrower shall not be required to the prior written obtain Lender’s approval of Lender if it shall be written substantially in accordance with a standard lease form approved by Lender and shall Leases for less than 15,000 square feet that otherwise satisfy the other requirements hereofof this Agreement. Upon request, Borrower shall furnish Lender with executed copies of all Leases. 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, terms and shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market ratesDocuments. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument Mortgage and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate 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 and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted without the prior written consent of Lender, provided, further, that after the Property shall have achieved the Required Ratios at Completion, Borrower shall not be required to obtain Lender’s approval for termination of Leases for less than 15,000 square feet that otherwise satisfy the requirements of this Agreement; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan DocumentsDocuments without Lender’s prior written consent which shall not be unreasonably withheld; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the Leases as Lender shall from time to time reasonably require. Notwithstanding anything to the contrary contained herein, Borrower shall not enter into a lease of all or substantially all of the Property without Lender’s prior written consent.

Leasing Matters. Any Major Lease Leases with respect to any of the Property written after the date hereof Closing Date for more than the Relevant Leasing Threshold square footage shall be subject to the prior written approval of Lender, which approval may be given or withheld in the sole discretion of Lender. So long as no Event Lender shall approve or disapprove any such Lease within ten (10) Business Days of Default is continuingLender's receipt of a final execution draft of such Lease (including all exhibits, any Minor schedules, supplements, addenda or other agreements relating thereto) and a written notice from Borrower requesting Lender's approval to such Lease, and such Lease with respect to any of the Property written after the date hereof shall not be subject to the prior written approval of Lender if it shall be deemed approved, if Lender does not disapprove such Lease within said ten (10) Business Day period PROVIDED such written substantially notice conspicuously states, in accordance large bold type, that "PURSUANT TO SECTION 5.1.20 OF THE LOAN AGREEMENT, THE LEASE SHALL BE DEEMED APPROVED IF LENDER DOES NOT RESPOND TO THE CONTRARY WITHIN TEN (10) BUSINESS DAYS OF LENDER'S RECEIPT OF SUCH LEASE AND WRITTEN NOTICE". Borrower shall furnish Lender with a standard lease form approved by Lender and shall satisfy the other requirements hereofexecuted copies of all Leases. All renewals of Leases shall be on commercially reasonable terms, shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and all proposed Leases shall provide for rental rates comparable to existing local market ratesrates (unless such rental rates are otherwise set forth in the Leases executed prior to the Closing Date). All Major proposed Leases shall be on commercially reasonable terms and shall not contain any terms which would materially impair Lender's rights under the Loan Documents. All Leases executed after the date hereof Closing Date shall provide that they are subordinate to the Security Instrument Mortgage encumbering the Property and that the lessee tenant thereunder agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee tenant thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant tenant of any Leases Lease shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; providedPROVIDED, howeverHOWEVER, that no such termination or surrender of any Major Lease covering more than the Relevant Leasing Threshold will be permitted without the prior written consent of Lender which consent may be withheld in the reasonable discretion of Lender; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s 's interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan DocumentsDocuments without the prior written consent of Lender, which consent may be withheld in the sole discretion of Lender; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the Leases as Lender shall from time to time reasonably require. Notwithstanding the foregoing, Borrower may, without the prior written consent of Lender, terminate any Lease which demises less than the Relevant Leasing Threshold under any of the following circumstances: (i) the tenant under said Lease is in default beyond any applicable grace and cure period, and Borrower has the right to terminate such Lease; (ii) such termination is permitted by the terms of the Lease in question and Borrower has secured an obligation from a third party to lease the space under the Lease to be terminated at a rental equal to or higher than the rental due under the Lease to be terminated; and (iii) if the tenant under the Lease to be terminated, has executed a right under said Lease to terminate its lease upon payment of a termination fee to Borrower, and has in fact terminated its lease and paid said fee, Borrower may accept said termination.

Leasing Matters. Any Major (a) Borrower may permit Mortgage Borrower to enter into a proposed Lease with respect to any (including the renewal or extension of the Property written after the date hereof shall be subject to the prior written approval of Lender. So long as no Event of Default is continuing, any Minor an existing Lease with respect to any of the Property written after the date hereof shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with (a standard lease form approved by Lender and shall satisfy the other requirements hereof. All Leases shall be on commercially reasonable terms, shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market rates. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i“Renewal Lease”) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate 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 and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted 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 Mortgage Borrower (unless, in the case of a Renewal Lease, the rent payable during such renewal, or a formula or other method to compute the applicable rent during such renewal, is provided for in the original Lease), (ii) is an arms-length transaction with a bona fide, independent third party tenant, (iii) shall not collect any of the rents more than one (1) month does not, in advance (other than security deposits); Borrower’s good faith judgment, have a Material Adverse Effect, (iv) shall not execute any other assignment of lessor’s interest in is subject and subordinate to the Leases or Mortgage and the Rents (except as contemplated by the Loan Documents); lessee thereunder agrees to attorn to cause Mortgage Borrower to Lender, (v) shall not alteris written on the standard form of lease approved by Lender with modifications typically found in similar leases, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents; and (vi) is not a Major Lease. All proposed Leases which do not satisfy the requirements set forth in this Section 4.1.9(a) shall execute and be subject to the prior approval of Lender, which approval shall not be unreasonably withheld. Notwithstanding anything contained to the contrary herein, service orders or licenses in the ordinary course of Mortgage Borrower’s business with existing Tenants for (i) additional power, interconnections, services and/or conditioning; (ii) racks, cages or cabinets (but not additional demised space) not exceeding 500 square feet; or (iii) additional riser space, conduit space or ancillary space not exceeding 500 square feet shall not constitute an amendment to Major Lease requiring Lender’s approval hereunder; provided, however, any such service order or license, in one instance or in aggregate, shall not have any Material Adverse Effect. At Lender’s request, Borrower shall promptly deliver at to Lender copies of all Leases which are entered into pursuant to this subsection (a) together with Officer’s Certificate stating that Mortgage Borrower has satisfied all of the request conditions of Lender all such further assurances, confirmations and assignments in connection with the Leases as Lender shall from time to time reasonably requirethis Section 4.1.9(a).

Leasing Matters. Any Major Lease with respect to any of the Property written after the date hereof shall be subject to the prior written approval of Lender. So long as no Event of Default is continuing, any Minor Lease with respect to any of the Property written after the date hereof shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with a standard lease form approved by Lender and shall satisfy the other requirements hereof. (a) All Leases shall be on commercially the form of Lease approved by Lender with such market standard reasonable termschanges as Borrower may require, provided that any changes in such form lease shall not be material or adverse to Borrower or Lender. Borrower shall 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 or adversely from the aforementioned form Lease. Lender’s consent to (i) any Lease under the two prior sentences or (ii) any matter set forth in Section 5.1.20(d) which otherwise requires Lender’s approval hereof shall be deemed given, if the first correspondence from Borrower to Lender requesting such approval is in an envelope marked “PRIORITY” and contains a bold-faced, conspicuous legend at the top of the first page thereof stating that “IF YOU FAIL TO RESPOND TO OR TO EXPRESSLY DENY THIS REQUEST FOR APPROVAL IN WRITING WITHIN TEN (10) BUSINESS DAYS, YOUR APPROVAL MAY BE DEEMED GIVEN”, and is accompanied by the information and documents required above and any other information reasonably requested by Lender in writing prior to the expiration of such ten (10) Business Day period in order to adequately review the same has been delivered and, if Lender fails to respond or to expressly deny such request for approval in writing within the ten (10) Business Day period, a second notice is delivered to Lender from Borrower in an envelope marked “PRIORITY” requesting approval containing a bold-faced, conspicuous legend at the top of the first page thereof stating that “IF YOU FAIL TO RESPOND TO OR EXPRESSLY DENY THIS REQUEST FOR APPROVAL IN WRITING WITHIN FIVE (5) BUSINESS DAYS, YOUR APPROVAL SHALL BE DEEMED GIVEN” and Lender fails to respond or to expressly deny such request for approval within the five (5) Business Day period. All Leases of space in the Improvements or otherwise at the Property shall be on terms consistent with the terms for similar leases in the market area of the Property, shall not contain any terms which would materially affect Lender’s rights under provide for free rent only if the Loan Documents same is consistent with prevailing market conditions and shall provide for rental rates comparable to existing local market ratesrents then prevailing in the market area of the Property. All Major Such Leases executed after shall also provide for security deposits in reasonable amounts consistent with prevailing market conditions. Borrower shall not execute any Lease for all or a substantial portion of the date hereof shall provide that they are subordinate to the Security Instrument and that Property, except for an actual occupancy by the lessee agrees or licensee thereunder, and shall at all times promptly and faithfully perform, or cause to attorn to Lender or any purchaser at a sale by foreclosure or power be performed, all of sale. Notwithstanding anything to the contrary covenants, conditions and agreements contained herein, in all Leases with Tenants that are Affiliates 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 be subject promptly send to the prior written consent Lender copies of Lenderall notices of default which Borrower shall send or receive under any Major Lease. Upon request, Borrower shall furnish Lender with executed copies to Lender, upon reasonable request from time to time, a copy of all Leaseseach Lease. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases not do or suffer to be done any act, or omit to take any action, that might result in a commercially reasonable mannerdefault 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; (ii) shall not further assign any such Lease or the Rents; (iii) shall enforce the performance and may amend or terminate the terms, covenants observance of each and conditions contained in the Leases upon the part every condition and covenant of each of the lessee thereunder to be observed parties under such Leases; (iv) shall not anticipate, discount, release, waive, compromise or performed in a commercially reasonable manner and in a manner not to impair the value otherwise discharge any rent payable under any of the Property involved except that no termination by Borrower Major Leases or acceptance otherwise terminate a Major Lease; and (v) shall not consent to any assignment of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of subletting under any Major Lease will be permitted Lease. With respect to Leases that are not Major Leases, Borrower shall not, without the prior written consent of Lender; (iii) shall not collect Lender in each instance, modify any of the Leases (including, but not limited to, any guaranty, letter of credit or other credit support thereof) or terminate or accept the surrender of any Leases, or waive or release any other party from the performance or observance of any obligation or condition under such Leases, except as to all of the foregoing, in the normal course of business in a manner which is consistent with sound and customary leasing and management practices for similar properties in the community in which the Property is located. Borrower shall not permit the prepayment of any rents under any of the Leases for more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s interest in prior to the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the Leases as Lender shall from time to time reasonably requiredue date thereof.

Leasing Matters. Any Major Lease with respect to any of the Property Significant Leases written after the date hereof shall be subject to the prior written approval of Lender, which approval shall not be unreasonably withheld, conditioned or delayed. So long as no Event of Default is continuingAll subleases related to, or any renewals or extensions of, any Minor Significant Lease with respect to any of the Property written after the date hereof shall not be subject to the prior written approval of Lender, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that no such Lender if it approval shall be written substantially required in accordance connection with (a) any sublease by a standard Tenant under an existing Significant Lease pursuant to subleasing rights specifically set forth in such Significant Lease, or (b) any renewal or extension of an existing Significant Lease pursuant to the renewal or extension terms specifically set forth in such Significant Lease. Additionally, no Lender approval shall be required in connection with any renewal or extension of an existing Significant Lease on renewal or extension terms not specifically set forth in such Significant Lease, but which (I) is on the then existing form lease previously approved by Lender or another lease form approved by Lender, (II) provides for base rents equal to or in excess of ninety five (95%) percent of the per square foot paid by the applicable Tenant in the immediately preceding Lease year, (III) does not contain Inducement Costs (as hereinafter defined) paid or to be payable by Borrower in excess of the sum of the then current balance of the Rollover Reserve Fund plus any additional capital contributions made by the partners of Borrower that are specifically designated to be used, or are otherwise actually used, for such Inducement Costs. For purposes of this Section 5.1.20, “Inducement Costs” shall consist of free rent and Borrower contributions to tenant improvement costs. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Other than as provided for herein, all renewals of Leases and all proposed Leases shall satisfy the other requirements hereof. All Leases provide for rental rates comparable to existing local market rates, shall be on commercially reasonable terms, terms and shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market rates. All Major Leases executed after the date hereof Documents, shall provide that they are subordinate to the Security Instrument and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall which subordination and attornment agreements by lessee may be subject to Lender delivering to such lessee a customary non-disturbance agreement that is reasonably acceptable to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leasesparties thereto. Borrower (i) shall observe and perform perform, in all material respects, the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate 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 and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Significant Lease will be permitted without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned, or delayed; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases Leases, in any material respect, in a manner inconsistent with the provisions of the Loan Documents; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the Leases as Lender shall from time to time reasonably require. Notwithstanding anything to the contrary contained herein, Borrower shall not enter into a new Significant Lease of all or substantially all of the Property without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed Notwithstanding anything to the contrary contained herein, all new Leases and all amendments, modifications, extensions, and renewals of existing Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Notwithstanding anything to the contrary contained herein, to the extent Lender’s prior approval is required for any matters related to a Significant Lease, Lender shall have seven (7) Business Days from receipt of written request (which such written request shall include a copy of the proposed lease, market information relating to leases comparable to the proposed lease, financial information with respect to the proposed tenant to the extent in Borrower’s possession and such other relevant materials and information used by Borrower in connection with negotiation of the proposed Lease, and such information as is necessary to evidence that the proposed Lease satisfies the requirements of an acceptable Approved Replacement Lease), to approve or disapprove such matter, provided that such request to Lender is marked in bold lettering with the following language: “LENDER’S RESPONSE IS REQUIRED WITHIN SEVEN (7) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER.” In the event additional information is reasonably requested by Lender, Lender shall have five (5) Business Days from receipt of all additional requested information in which to approve or disapprove such applicable matter, notwithstanding the date of the original request. In the event that Lender fails to respond to the applicable matter in question within such time frame as set forth above, Borrower shall submit a second request for approval with respect to such matter in accordance with the above conditions, including marking the request in bold lettering as described above. In the event that Lender fails to respond to the applicable matter in question within five (5) Business Days from receipt of such second written request, Lender’s failure to respond shall constitute Lender’s deemed approval for all purposes related to the particular approval request. Borrower shall provide Lender with such information and documentation as may be reasonably required by Lender, including, without limitation, lease comparables and other market information as reasonably required by Lender.

Leasing Matters. Any Major Lease Leases with respect to any of the Property written after the date hereof hereof, for more than the Relevant Leasing Threshold square footage, shall be subject to the prior written approval of Lender, which approval may be given or withheld in the sole discretion of Lender. So long as no Event Lender shall approve or disapprove any such Lease within ten (10) Business Days of Default is continuingLender's receipt of a final execution draft of such Lease (including all exhibits, any Minor schedules, supplements, addenda or other agreements relating thereto) and a written notice from Borrower requesting Lender's approval to such Lease, and such Lease shall be deemed approved, if Lender does not disapprove such Lease within said ten (10) Business Day period PROVIDED such written notice conspicuously states, in large bold type, that "PURSUANT TO SECTION 5.1.20 OF THE LOAN AGREEMENT, THE LEASE SHALL BE DEEMED APPROVED IF LENDER DOES NOT RESPOND TO THE CONTRARY WITHIN TEN (10) BUSINESS DAYS OF LENDER'S RECEIPT OF SUCH LEASE AND WRITTEN NOTICE". Borrower shall furnish Lender with respect executed copies of all Leases. All renewals of Leases and all proposed Leases shall provide for rental rates comparable to any of existing local market rates (unless such rental rates are otherwise set forth in the Property written after Leases executed prior to the date hereof shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with a standard lease form approved by Lender and shall satisfy the other requirements hereof). All proposed Leases shall be on commercially reasonable terms, terms and shall not contain any terms which would materially affect Lender’s 's rights under the Loan Documents and shall provide for rental rates comparable to existing local market ratesDocuments. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument Mortgage encumbering the Property and that the lessee tenant thereunder agrees to attorn to Lender or any purchaser at a sale by 40 foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee tenant thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant tenant of any Leases Lease shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; providedProperty PROVIDED, howeverHOWEVER, that no such termination or surrender of any Major Lease covering more than the Relevant Leasing Threshold will be permitted without the prior written consent of Lender which consent may be withheld in the sole discretion of Lender"; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s 's interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan DocumentsDocuments without the prior written consent of Lender, which consent may be withheld in the sole discretion of Lender; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments assignment in connection with the Leases as Lender shall from time to time reasonably require. Notwithstanding the foregoing, Borrower may, without the prior written consent of Lender, terminate any Lease which demises less than the Relevant Leasing Threshold under any of the following circumstances: (i) the tenant under said Lease is in default beyond any applicable grace and cure period, and Borrower has the right to terminate such Lease; (ii) such termination is permitted by the terms of the Lease in question and Borrower has secured an obligation from a third party to lease the space under the Lease to be terminated at a rental equal to or higher than the rental due under the Lease to be terminated; and (iii) if the tenant under the Lease to be terminated, has executed a right under said Lease to terminate its lease upon payment of a termination fee to Borrower, and has in fact terminated its lease and paid said fee, Borrower may accept said termination.

Leasing Matters. Any Major Lease with respect to any of the Property written Leases executed after the date hereof shall be subject to the prior written approval of Lender. So long as no Event of Default is continuing, any Minor Lease with respect to any of the Property written after the date hereof which approval shall not be subject to the prior written approval Deemed Approval Standard. Upon request, Borrower shall furnish Lender with executed copies of Lender if it shall be written substantially in accordance with a standard lease form approved by Lender and shall satisfy the other requirements hereofall Leases. All renewals and extensions 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, terms and shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and Documents; provided, that, any renewals and/or extensions of Major Leases not entered into pursuant to rights contained in such Major Leases shall provide for rental rates comparable be subject to existing local market ratesthe prior written approval of Lender, which approval shall be subject to the Deemed Approval Standards. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument Mortgage and that the lessee agrees to attorn to Mortgage Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained hereinBorrower shall, all Leases with Tenants that are Affiliates of and shall cause Mortgage Borrower shall be subject to the prior written consent of Lender. Upon requestand Operating Company to, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce enforce, and Mortgage Borrower or Operating Company, as applicable, may amend or terminate 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 and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such amendment, modification, termination or surrender of any Major Lease will be permitted without the prior written consent of Lender, which consent shall be subject to the Deemed Approval Standard; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents, the Senior Mezzanine Loan Documents and the Mortgage Loan Documents; and (vi) shall execute and deliver at the request of Lender all such further assurances, assurances and confirmations and assignments in connection with the Leases as Lender shall from time to time reasonably requirerequire and as are permitted by the Mortgage Loan Documents.

Leasing Matters. Any Major Lease with respect to any of (a) Except for the Property written after the date hereof shall be subject to the prior written approval of Lender. So long as no Event of Default is continuingMaster Lease, any Minor Lease with respect to any of the Property written after the date hereof shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with a standard lease form approved by Lender and shall satisfy the other requirements hereof. All Leases shall be on commercially reasonable terms, shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market rates. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon requestany, Borrower shall furnish Lender with executed copies may enter into a proposed Lease (including the renewal or extension of all Leases. Borrower an existing Lease (ia “Renewal Lease”)) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate 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 and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted 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 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) shall does not collect any have a materially adverse effect on the value of the rents more than one (1) month in advance (other than security deposits); Property taken as a whole, (iv) shall not execute any other assignment of lessor’s interest in is subject and subordinate to the Leases or Mortgage and the Rents (except as contemplated by the Loan Documents); Tenant thereunder agrees to attorn to Lender, (v) shall does not altercontain any option, modify offer, right of first refusal, or change the terms other similar right to acquire all or any portion of the Leases in a manner inconsistent with the provisions of the Loan Documents; and Property, (vi) has a base term of less than fifteen (15) years including options to renew, (vii) has no rent, credits, free rents or concessions granted thereunder that are greater than those offered in the ordinary course of Borrower’s business and consistent with past business practices of Borrower or the Manager, and (viii) is written on the standard form of lease approved by Lender. All proposed Leases that cover permanent showroom space in excess of 2,000 square feet each and which do not satisfy the requirements set forth in this subsection shall execute and deliver at be subject to the request prior approval of Lender and its counsel, at Borrower’s expense. Borrower shall promptly deliver to Lender copies of all Leases which are entered into pursuant to this subsection together with Borrower’s certification that it has satisfied all of the conditions of this Section; provided, however, Lender’s consent shall be deemed granted if (A) not disapproved by Lender in writing within ten (10) business days of Lender’s receipt of either (x) the proposed Lease, or (y) a written Lease proposal which includes all material economic terms and other terms which materially change the Borrower’s standard form of Lease, in an envelope marked “LENDER’S RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF THE LOAN AGREEMENT” together with all other information and documentation related thereto requested by Lender, and (B) Borrower promptly delivers to Lender a copy of such further assurancesLease, confirmations prior to the execution of such Lease, which Lease shall contain terms and assignments conditions substantially similar to those set forth in connection with such written Lease proposal and shall not contain any terms (economic or otherwise) which are less favorable than those set forth in the Leases as Lender shall from time to time reasonably requireLease proposal.

Leasing Matters. Any Major Lease Leases with respect to any of the Property written after the date hereof Closing Date for more than the Relevant Leasing Threshold square footage shall be subject to the prior written approval of Lender, which approval may be given or withheld in the sole discretion of Lender. So long as no Event Lender shall approve or disapprove any such Lease within ten (10) Business Days of Default is continuingLender's receipt of a final execution draft of such Lease (including all exhibits, any Minor schedules, supplements, addenda or other agreements relating thereto) and a written notice from Borrower requesting Lender's approval to such Lease, and such Lease shall be deemed approved, if Lender does not disapprove such Lease within said ten (10) Business Day period provided such written notice conspicuously states, in large bold type, that "PURSUANT TO SECTION 5.1.20 OF THE LOAN AGREEMENT, THE LEASE SHALL BE DEEMED APPROVED IF LENDER DOES NOT RESPOND TO THE CONTRARY WITHIN TEN (10) BUSINESS DAYS OF LENDER'S RECEIPT OF SUCH LEASE AND WRITTEN NOTICE". Borrower shall furnish Lender with respect executed copies of all Leases. All renewals of Leases and all proposed Leases shall provide for rental rates comparable to any of existing local market rates (unless such rental rates are otherwise set forth in the Property written after the date hereof shall not be subject Leases executed prior to the prior written approval of Lender if it shall be written substantially in accordance with a standard lease form approved by Lender and shall satisfy the other requirements hereofClosing Date). All proposed Leases shall be on commercially reasonable terms, terms and shall not contain any terms which would materially affect Lender’s 's rights under the Loan Documents and shall provide for rental rates comparable to existing local market ratesDocuments. All Major Leases executed after the date hereof Closing Date shall provide that they are subordinate to the Security Instrument Mortgage encumbering the Property and that the lessee tenant thereunder agrees to attorn to Lender or any purchaser at a sale by 42 foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee tenant thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant tenant of any Leases Lease shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; providedPROVIDED, howeverHOWEVER, that no such termination or surrender of any Major Lease covering more than the Relevant Leasing Threshold will be permitted without the prior written consent of Lender which consent may be withheld in the sole discretion of Lender; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s 's interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan DocumentsDocuments without the prior written consent of Lender, which consent may be withheld in the sole discretion of Lender; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments assignment in connection with the Leases as Lender shall from time to time reasonably require. Notwithstanding the foregoing, Borrower may, without the prior written consent of Lender, terminate any Lease which demises less than the Relevant Leasing Threshold under any of the following circumstances: (i) the tenant under said Lease is in default beyond any applicable grace and cure period, and Borrower has the right to terminate such Lease; (ii) such termination is permitted by the terms of the Lease in question and Borrower has secured an obligation from a third party to lease the space under the Lease to be terminated at a rental equal to or higher than the rental due under the Lease to be terminated; and (iii) if the tenant under the Lease to be terminated, has executed a right under said Lease to terminate its lease upon payment of a termination fee to Borrower, and has in fact terminated its lease and paid said fee, Borrower may accept said termination.

Leasing Matters. Any Major Lease Leases with respect to any of the Property written after the date hereof Closing Date for more than the Relevant Leasing Threshold square footage shall be subject to the 42 prior written approval of Lender, which approval may be given or withheld in the sole discretion of Lender. So long as no Event Lender shall approve or disapprove any such Lease within ten (10) Business Days of Default is continuingLender's receipt of a final execution draft of such Lease (including all exhibits, any Minor schedules, supplements, addenda or other agreements relating thereto) and a written notice from Borrower requesting Lender's approval to such Lease, and such Lease shall be deemed approved, if Lender does not disapprove such Lease within said ten (10) Business Day period PROVIDED such written notice conspicuously states, in large bold type, that "PURSUANT TO SECTION 5.1.20 OF THE LOAN AGREEMENT, THE LEASE SHALL BE DEEMED APPROVED IF LENDER DOES NOT RESPOND TO THE CONTRARY WITHIN TEN (10) BUSINESS DAYS OF LENDER'S RECEIPT OF SUCH LEASE AND WRITTEN NOTICE". Borrower shall furnish Lender with respect executed copies of all Leases. All renewals of Leases and all proposed Leases shall provide for rental rates comparable to any of existing local market rates (unless such rental rates are otherwise set forth in the Property written after the date hereof shall not be subject Leases executed prior to the prior written approval of Lender if it shall be written substantially in accordance with a standard lease form approved by Lender and shall satisfy the other requirements hereofClosing Date). All proposed Leases shall be on commercially reasonable terms, terms and shall not contain any terms which would materially affect Lender’s 's rights under the Loan Documents and shall provide for rental rates comparable to existing local market ratesDocuments. All Major Leases executed after the date hereof Closing Date shall provide that they are subordinate to the Security Instrument Mortgage encumbering the Property and that the lessee tenant thereunder agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee tenant thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant tenant of any Leases Lease shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; providedProperty PROVIDED, howeverHOWEVER, that no such termination or surrender of any Major Lease covering more than the Relevant Leasing Threshold will be permitted without the prior written consent of Lender which consent may be withheld in the sole discretion of Lender; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s 's interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan DocumentsDocuments without the prior written consent of Lender, which consent may be withheld in the sole discretion of Lender; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments assignment in connection with the Leases as Lender shall from time to time reasonably require. Notwithstanding the foregoing, Borrower may, without the prior written consent of Lender, terminate any Lease which demises less than the Relevant Leasing Threshold under any of the following circumstances; (i) the tenant under said Lease is in default beyond any applicable grace and cure period, and Borrower has the right to terminate such Lease; (ii) such termination is permitted by the terms of the Lease in question and Borrower has secured an obligation from a third party to lease the space under the Lease to be terminated at a rental equal to or higher than the rental due under the Lease to be terminated; and (iii) if the tenant under the Lease to be terminated, has executed a right under said Lease to terminate its lease upon payment of a termination fee to Borrower, and has in fact terminated its lease and paid said fee, Borrower may accept said termination.

Leasing Matters. Any Major Lease Leases with respect to any of the Property written after the date hereof hereof, for more than the Relevant Leasing Threshold square footage, shall be subject to the prior written approval of Lender, which approval may be given or withheld in the sole discretion of Lender. So long as no Event Lender shall approve or disapprove any such Lease within ten (10) Business Days of Default is continuingLender's receipt of a final execution draft of such Lease (including all exhibits, any Minor schedules, supplements, addenda or other agreements relating thereto) and a written notice from Borrower requesting Lender's approval to such Lease, and such Lease shall be deemed approved, if Lender does not disapprove such Lease within said ten (10) Business Day period PROVIDED such written notice conspicuously states, in large bold type, that "PURSUANT TO SECTION 5.1.20 OF THE LOAN AGREEMENT, THE LEASE SHALL BE DEEMED APPROVED IF LENDER DOES NOT RESPOND TO THE CONTRARY WITHIN TEN (10) BUSINESS DAYS OF LENDER'S RECEIPT OF SUCH LEASE AND WRITTEN NOTICE." Borrower shall furnish Lender with respect executed copies of all Leases. All renewals of Leases and all proposed Leases shall provide for rental rates comparable to any of existing local market rates (unless such rental rates are otherwise set forth in the Property written after Leases executed prior to the date hereof shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with a standard lease form approved by Lender and shall satisfy the other requirements hereof). All proposed Leases shall be on commercially reasonable terms, terms and shall not contain any terms which would materially affect Lender’s 's rights under the Loan Documents and shall provide for rental rates comparable to existing local market ratesDocuments. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument Mortgage encumbering the Property and that the lessee tenant thereunder agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee tenant thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant tenant of any Leases Lease shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; providedProperty PROVIDED, howeverHOWEVER, that no such such, termination or surrender of any Major Lease covering more than the Relevant Leasing Threshold will be permitted without the prior written consent of Lender which consent may be withheld in the sole discretion of Lender; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s 's interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan DocumentsDocuments without the prior written consent of Lender, which consent may be withheld in the sole discretion of Lender; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments assignment in connection with the 39 Leases as Lender shall from time to time reasonably require. Notwithstanding the foregoing, Borrower may, without the prior written consent of Lender, terminate any Lease which demises less than the Relevant Leasing Threshold under any of the following circumstances: (i) the tenant under said Lease is in default beyond any applicable grace and cure period, and Borrower has the right to terminate such Lease; (ii) such termination is permitted by the terms of the Lease in question and Borrower has secured an obligation from a third party to lease the space under the Lease to be terminated at a rental equal to or higher than the rental due under the Lease to be terminated; and (iii) if the tenant under the Lease to be terminated has executed a right under said Lease to terminate its lease upon payment of a termination fee to Borrower, and has in fact terminated its lease and paid said fee, Borrower may accept said termination.

Leasing Matters. Any Major Lease Leases with respect to any of the Property written after the date hereof hereof, for more than the Relevant Leasing Threshold square footage, shall be subject to the prior written approval of Lender, which approval may be given or withheld in the sole discretion of Lender. So long as no Event Lender shall approve or disapprove any such Lease within ten (10) Business Days of Default is continuingLender's receipt of a final execution draft of such Lease (including all exhibits, any Minor schedules, supplements, addenda or other agreements relating thereto) and a written notice from Borrower requesting Lender's approval to such Lease, and such Lease shall be deemed approved, if Lender does not disapprove such Lease within said ten (10) Business Day period PROVIDED such written notice conspicuously states, in large bold type, that "PURSUANT TO SECTION 5.1.20 OF THE LOAN AGREEMENT, THE LEASE SHALL BE DEEMED APPROVED IF LENDER DOES NOT RESPOND TO THE CONTRARY WITHIN TEN (10) BUSINESS DAYS OF LENDER'S RECEIPT OF SUCH LEASE AND WRITTEN NOTICE." Borrower shall furnish Lender with respect executed copies of all Leases. All renewals of Leases and all proposed Leases shall provide for rental rates comparable to any of existing local market rates (unless such rental rates are otherwise set forth in the Property written after Leases executed prior to the date hereof shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with a standard lease form approved by Lender and shall satisfy the other requirements hereof). All proposed Leases shall be on commercially reasonable terms, terms and shall not contain any terms which would materially affect Lender’s 's rights under the Loan Documents and shall provide for rental rates comparable to existing local market ratesDocuments. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument Mortgage encumbering the Property and that the lessee tenant thereunder agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee tenant thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant tenant of any Leases Lease shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; providedProperty PROVIDED, howeverHOWEVER, that no such termination or surrender of any Major Lease covering more than the Relevant Leasing Threshold will be permitted without the prior written consent of Lender which consent may be withheld in the sole discretion of Lender; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s 's interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan DocumentsDocuments without the prior written consent of Lender, which consent may be withheld in the sole discretion of Lender; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments assignment in connection with the Leases as Lender shall from time to time reasonably require. Notwithstanding the foregoing, Borrower may, without the prior written consent of Lender, terminate any Lease which demises less than the Relevant Leasing Threshold under any of the following circumstances: (i) the tenant under said Lease is in default beyond any applicable grace and cure period, and Borrower has the right to terminate such Lease; (ii) such termination is permitted by the terms of the Lease in question and Borrower has secured an obligation from a third party to lease the space under the Lease to be terminated at a rental equal to or higher than the rental due under the Lease to be terminated; and (iii) if the tenant under the Lease to be terminated has executed a right under said Lease to terminate its lease upon payment of a termination fee to Borrower, and has in fact terminated its lease and paid said fee, Borrower may accept said termination.

Leasing Matters. (a) Any Major Lease with respect to Lease, including any of the Property written amendment, modification or supplement thereto, executed after the date hereof Closing Date shall be subject to the prior written approval of Lender. So long as no Event of Default is continuing, any Minor Lease with respect to any of the Property written after the date hereof which approval shall not be subject to unreasonably withheld. Notwithstanding the prior written approval foregoing, Lender’s consent shall not be required in connection with any Preapproved Leases. Upon request, Borrower shall furnish Lender with executed copies of Lender if it shall be written substantially in accordance with a standard lease form approved such Leases as are identified by Lender and (including all Leases, if requested by Lender, provided that Borrower shall satisfy the other requirements hereofnot be required to deliver copies of all Leases more frequently than two (2) times in any calendar year). All renewals of Leases and all proposed Leases shall provide for rental rates and other terms comparable or superior to then-existing local market rates. All proposed Leases shall be on commercially reasonable terms, shall not contain any terms which would have any materially affect adverse effect on Lender’s rights under the Loan Documents or the value of the applicable Individual Property and shall provide for rental rates comparable not be with Affiliates of the Borrower (unless it is on terms which are substantially similar to existing local market ratesthose available in an arm’s length transaction with an unrelated party). All Major Leases executed after the date hereof Closing Date shall provide that they are subordinate to the Security Instrument Mortgage encumbering the applicable Individual Property and that the lessee Tenant agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained hereinLender, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate 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 and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted without the prior written consent of Lender; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents; and (vi) shall execute and deliver at the request of Borrower, shall enter into a subordination, attornment and non-disturbance agreement in the form attached hereto as Exhibit B (with such modifications thereto as may be reasonably acceptable to Lender) or in such other form that is reasonably satisfactory to Lender all and such further assurancesTenant (provided in each case that Lender shall agree to modifications reasonably required to reflect an obligation on behalf of Lender to release any casualty or condemnation proceeds in connection with any restoration required pursuant to a 15K Lease) (a “Non-Disturbance Agreement”) with any Tenant entering into a Material Lease, confirmations including a Major Lease (other than a Lease to an Affiliate of Borrower), after the Closing Date. All actual and assignments reasonable, out-of-pocket costs and expenses of Lender and Servicer in connection with the Leases as negotiation, preparation, execution and delivery by Lender and Servicer of any Non-Disturbance Agreement, including, without limitation, reasonable attorneys’ fees and disbursements and the current fee being assessed by Servicer in connection therewith, shall from time to time reasonably requirebe paid by Borrower.

Leasing Matters. Any Major (a) Borrower may permit Operating Lessee to enter into a proposed Lease with respect to any (including the renewal or extension of the Property written after the date hereof shall be subject to the prior written approval of Lender. So long as no Event of Default is continuing, any Minor an existing Lease with respect to any of the Property written after the date hereof shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with (a standard lease form approved by Lender and shall satisfy the other requirements hereof. All Leases shall be on commercially reasonable terms, shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market rates. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i“Renewal Lease”)) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate 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 and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted 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 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) shall does not collect any have a materially adverse effect on the value of the rents more than one (1) month in advance (other than security deposits); related Individual Property taken as a whole, (iv) shall not execute any other assignment of lessor’s interest in is subject and subordinate to the Leases or Mortgage and the Rents (except as contemplated by the Loan Documents); Tenant thereunder agrees to attorn to Lender, (v) does not contain any option, offer, right of first refusal, or other similar right to acquire all or any portion of the related Individual Property, (vi) has a base term of less than the term of the applicable Operating Lease, (vii) has no rent, credits, free rents or concessions granted thereunder that Lender deems unacceptable in its reasonable discretion, (viii) is written on a form of lease reasonably acceptable to Lender, and (ix) when taken together with the square footage leased or subleased under any other Lease or Renewal Lease at the same Individual Property does not exceed 10,000 square feet of such Individual Property, provided, that, to the extent that a Lease or Renewal Lease is a license agreement to a Licensed Vendor (as defined in Section 28.4 of the Operating Lease) that complies with the provisions of Section 28.4 of the Operating Lease, such space licensed to the Licensed Vendor shall not, when combined with any other Lease or Renewal at the same Individual Property, exceed 20,000 square feet of such Individual Property. All proposed Leases or Renewals (including Renewals of Schedule 5.13 Leases) which do not satisfy the requirements set forth in this subsection shall be subject to the prior approval of Lender and its counsel, which consent shall not alter, modify or change be unreasonably withheld and Borrower shall reimburse Lender for its actual reasonable out of pocket costs and expenses (including reasonable attorneys’ fees) incurred by Lender in connection with such proposed Lease. Borrower shall promptly deliver to Lender copies of all Leases which are entered into pursuant to this subsection together with Borrower’s certification that it has satisfied all of the terms conditions of this Section. Lender hereby acknowledges the existence of the Leases in effect on the date hereof which are more particularly described on Schedule 5.13 attached hereto (the “Schedule 5.13 Leases”) and that the existence of such Schedule 5.13 Leases shall not be a manner inconsistent with default under this Agreement, provided, that, any Renewal of a Schedule 5.13 Lease shall be subject to the provisions of the Loan Documents; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the Leases as Lender shall from time to time reasonably requirethis Section 5.13.

Leasing Matters. Any Major (a) Borrower may not enter into any Lease other than the Operating Lease with respect to any of the Property written after the date hereof shall be subject to the Operator, without Lender’s prior written approval of Lender. So long as no Event of Default is continuing, any Minor Lease with respect to any of the Property written after the date hereof shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with a standard lease form approved by Lender and shall satisfy the other requirements hereof. All Leases shall be on commercially reasonable terms, shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market rates. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of saleconsent. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon requestforegoing, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i) shall observe and perform may permit the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder Operator to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of enter into any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted sublease without the prior written consent of Lender; , provided such proposed sublease (i) intentionally omitted, (ii) is an arms-length transaction with a bona fide, independent third party tenant, (iii) shall does not collect any have a material adverse effect on the value or quality of the rents more than one Property, (1iv) month in advance except with respect to the Xxxxxxx Xxxx Lease, is subject and subordinate to the Security Instrument and the lessee thereunder agrees to attorn to Lender, (v) except with respect to the Xxxxxxx Xxxx Lease, is written on the standard form of lease approved by Lender, (vi) the subleased space is not used for gaming purposes (other than security deposits); subleases for the sports book) and (ivvii) except with respect to the Xxxxxxx Xxxx Lease, Lender shall have the right to reasonably approve the identity of any subtenant. All proposed Leases which do not satisfy the requirements set forth in this Section 5.1.17(a) shall not execute any other assignment be subject to the prior approval of lessorLender. At Lender’s interest in the request, Borrower shall promptly deliver to Lender copies of all Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms which are entered into pursuant to this Subsection together with Borrower’s certification that it has satisfied all of the Leases in a manner inconsistent with conditions of this Section. Notwithstanding the provisions foregoing, all leases and subleases existing at the Property as of the Loan Documents; and (vi) shall execute and deliver at Closing Date are deemed approved by Lender. Except with respect to the request of Lender all such further assurancesXxxxxxx Xxxx Lease, confirmations and assignments if reasonably requested by Borrower in connection with the Leases as a sublease permitted above, Lender and such sublessee shall from time enter into a subordination, non-disturbance and attornment agreement with respect to time such sublease in a form reasonably requiresatisfactory to Lender.

Leasing Matters. Any Major (a) Borrower may cause or permit Mortgage Borrower enter into a proposed Lease with respect to any (including the renewal or extension of the Property written after the date hereof shall be subject to the prior written approval of Lender. So long as no Event of Default is continuing, any Minor an existing Lease with respect to any of the Property written after the date hereof shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with (a standard lease form approved by Lender and shall satisfy the other requirements hereof. All Leases shall be on commercially reasonable terms, shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market rates. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i“Renewal Lease”)) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate 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 and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted without the prior written consent of Lender; , provided such proposed Lease or Renewal Lease (i) provides for rental rates and terms comparable or superior to existing local market rates and terms (taking into account the type and quality of the tenant and the location and quality of the space to be leased) as of the date such Lease is executed by Mortgage Borrower (unless, in the case of a Renewal Lease or a Lease covering expansion space, the rent payable during such renewal or with respect to such expansion space, as the case may be, or a formula or other method to compute such rent, is provided for in the original Lease), (ii) is an arms-length transaction with a bona fide, independent third party tenant, (iii) shall does not collect any have a materially adverse effect on the value or quality of the rents more than one (1) month in advance (other than security deposits); applicable Individual Property, (iv) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); [intentionally omitted], (v) shall is written on the standard form of residential lease approved by Lender (such approval not alterto be unreasonably withheld, modify delayed or change conditioned) (which such standard form of lease currently approved by Lender is attached hereto as Exhibit B), unless Mortgage Borrower determines in good faith that deviations from the terms of approved Lease form do not materially and adversely affect Mortgage Borrower’s interests under the Leases in a manner inconsistent with the provisions of the Loan Documents; Lease or Renewal Lease, and (vi) is not a Major Lease. All proposed Leases which do not satisfy the requirements set forth in this Section 5.1.17 shall execute and deliver at be subject to the request prior approval of Lender (such approval not to be unreasonably withheld, delayed or conditioned), at Borrower’s expense. At Lender’s request, Borrower shall cause Mortgage Borrower to promptly deliver to Lender copies of all Leases which are entered into pursuant to this Section 5.1.17(a), together with Borrower’s certification that it has satisfied or caused Mortgage Borrower to satisfy all of the conditions of this Section 5.1.17(a) (other than conditions waived in writing by Lender) applicable to such further assurances, confirmations and assignments in connection with the Leases as Leases. Any Lease submitted to Lender for Lender’s approval shall be deemed approved if Lender shall from time not have notified Borrower in writing of its approval or disapproval (together with a statement of the grounds of such disapproval, if applicable) within ten (10) Business Days (the “Approval Period”) after Lender has received such submission; provided, however, that upon notice to time Borrower, Lender shall be entitled to a five (5) Business Day extension of the Approval Period (“Lender’s Approval Extension Period”). Notwithstanding the leasing approval procedure set forth above, to facilitate Mortgage Borrower’s leasing process, Borrower may 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 Lease, either as supplemented by any additional information concerning such lease or the tenant thereunder as may be reasonably require.requested by Lender (the “Lease Term Sheet”). Lender shall approve or disapprove the Lease Term Sheet within ten (10) Business Days of its receipt, provided Lender shall be entitled to Lender’s Approval Extension Period and such request to

Leasing Matters. Any Major Lease with respect to any of the Property written after the date hereof Leases shall be subject to the prior written approval of Lender. So long as no Event of Default is continuing, any Minor Lease with respect to any of the Property written after the date hereof which approval shall not be subject to the prior written unreasonably withheld, conditioned or delayed; provided, however, that Lender’s approval of any Major Lease shall not be required if Borrower satisfies the following conditions: (i) such Major Lease provides for net effective rent of at least 90% of the net effective rent of the existing Lease for the leased premises, (ii) the term of such Major Lease is at least five (5) years and (iii) Borrower delivers to Lender if it an Officer’s Certificate certifying that the requirements in the preceding clauses (i) and (ii) have been satisfied. Upon written request, Bxxxxxxx shall be written substantially in accordance furnish Lender with a standard lease form approved by Lender and shall satisfy the other requirements hereofexecuted copies of all Leases not previously delivered to Lender. 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, terms and shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market ratesDocuments. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument 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. Notwithstanding anything ; provided that Lxxxxx agrees that it shall, at the written request and expense of Borrower, enter into a subordination, non-disturbance and attornment agreement with any Tenant under a Lease, on Lxxxxx’s customary form with such changes as are reasonably satisfactory to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leasesand such Tenant. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate 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 and in a manner not reasonably likely to materially impair the value of the Individual Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases 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 that, except for an as-of-right termination exercised by a Tenant under its Lease, no such termination or surrender of any Major Lease or any Lease for all or substantially all of the Improvements at an Individual Property will be permitted without the prior written consent of LenderLender (such consent not to be unreasonably withheld, conditioned or delayed); (iii) shall not collect any of the rents more than one (1) month in advance (other than security depositsdeposits and Lease Termination Payments which constitute prepaid Rents) other than the following Leases, which Lender acknowledges and agreed are paid on a quarterly basis: (A) Grande Communications Networks, Inc. (300 Xxxxxxx Xxxxxx, San Marcos, TX 78666 ) and (B) Cofinity, Inc. (20000 Xxxxxxxxxxxx Xxx, Xxxxxxxxxx, XX 00000); (iv) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); and (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents; . Notwithstanding anything to the contrary contained herein, all new Leases and (vi) all amendments, modifications, extensions, and renewals of existing Leases with Tenants that are Affiliates of Borrower shall execute be subject to the prior written consent of Lender. As of the Closing Date and deliver as of the Funding Date, there are no Affiliated Tenants at the request Property. Lender hereby approves the BCBS Lease Modifications; provided, however, that (i) Borrower shall promptly provide Lender with copies of Lender all such further assurances, confirmations and assignments any definitive agreements entered into in connection with the Leases as Lender BCBS Lease Modifications and (ii) if there are any material changes to the economic terms or material non-economic terms described in the BCBS LOI, then such changes shall from time be subject to time reasonably requireLender’s prior written approval, not to be unreasonably withheld, conditioned or delayed. For clarity, the Lease Termination Payments made in connection with the BCBS Lease Modifications shall be applied pro rata to reduce the Release Amounts and the Mezzanine Release Amounts for the applicable Individual Properties.

Leasing Matters. Any Major Lease Leases with respect to any of the Property written after the date hereof Closing Date for more than the Relevant Leasing Threshold square footage shall be subject to the prior written approval of Lender, which approval may be given or withheld in the sole discretion of Lender. So long as no Event Lender shall approve or disapprove any such Lease within ten (10) Business Days of Default is continuingLender's receipt of a final execution draft of such Lease (including all exhibits, any Minor schedules, supplements, addenda or other agreements relating thereto) and a written notice from Borrower requesting Lender's approval to such Lease, and such Lease shall be deemed approved, if Lender does not disapprove such Lease within said ten (10) Business Day period PROVIDED such written notice conspicuously states, in large bold type, that "PURSUANT TO SECTION 5.1.20 OF THE LOAN AGREEMENT, THE LEASE SHALL BE DEEMED APPROVED IF LENDER DOES NOT RESPOND TO THE CONTRARY WITHIN TEN (10) BUSINESS DAYS OF LENDER'S RECEIPT OF SUCH LEASE AND WRITTEN NOTICE". Borrower shall furnish Lender with respect executed copies of all Leases. All renewals of Leases and all proposed Leases shall provide for rental rates comparable to any of existing local market rates (unless such rental rates are otherwise set forth in the Property written after the date hereof shall not be subject Leases executed prior to the prior written approval of Lender if it shall be written substantially in accordance with a standard lease form approved by Lender and shall satisfy the other requirements hereofClosing Date). All proposed Leases shall be on commercially reasonable terms, terms and shall not contain any terms which would materially affect Lender’s 's rights under the Loan Documents and shall provide for rental rates comparable to existing local market ratesDocuments. All Major Leases executed after the date hereof Closing Date shall provide that they are subordinate to the Security Instrument Mortgage encumbering the Property and that the lessee tenant thereunder agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee tenant thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair 42 the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant tenant of any Leases Lease shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; providedProperty PROVIDED, howeverHOWEVER, that no such termination or surrender of any Major Lease covering more than the Relevant Leasing Threshold will be permitted without the prior written consent of Lender which consent may be withheld in the sole discretion of Lender; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s 's interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan DocumentsDocuments without the prior written consent of Lender, which consent may be withheld in the sole discretion of Lender; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments assignment in connection with the Leases as Lender shall from time to time reasonably require. Notwithstanding the foregoing, Borrower may, without the prior written consent of Lender, terminate any Lease which demises less than the Relevant Leasing Threshold under any of the following circumstances: (i) the tenant under said Lease is in default beyond any applicable grace and cure period, and Borrower has the right to terminate such Lease; (ii) such termination is permitted by the terms of the Lease in question and Borrower has secured an obligation from a third party to lease the space under the Lease to be terminated at a rental equal to or higher than the rental due under the Lease to be terminated; and (iii) if the tenant under the Lease to be terminated, has executed a right under said Lease to terminate its lease upon payment of a termination fee to Borrower, and has in fact terminated its lease and paid said fee, Borrower may accept said termination.

Leasing Matters. Any Major (a) Borrower may enter into a proposed Lease with respect to any (including the renewal, extension or modification of the Property written after the date hereof shall be subject to the prior written approval of Lender. So long as no Event of Default is continuing, any Minor Lease with respect to any of the Property written after the date hereof shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with a standard lease form approved by Lender and shall satisfy the other requirements hereof. All Leases shall be on commercially reasonable terms, shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to an existing local market rates. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (iLease) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate 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 and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted without the prior written consent of Lender; , provided such proposed 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 is executed by Borrower (unless, in the case of a renewal, 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) shall does not collect any have a materially adverse effect on the value of the rents more than one (1) month in advance (other than security deposits); Property taken as a whole, (iv) shall not execute any other assignment of lessor’s interest in is subject and subordinate to the Leases or Security Instrument and requires the Rents (except as contemplated by the Loan Documents); Tenant thereunder to attorn to Lender, (v) shall does not altercontain any option, modify offer, right of first refusal, or change the terms other similar right to acquire all or any portion of the Leases in a manner inconsistent with the provisions of the Loan Documents; and Property, (vi) shall execute has no rent, credits, free rents or concessions granted thereunder other than rent credits, free rents or concessions that are comparable to existing local market rates and deliver terms (taking into account the type and quality of the Tenant) and which do not affect the cash flow of the Property in a material adverse way, (vii) obligates the Tenant to operate its intended business at the request leased premises at all times during the Lease term, (viii) is written on the standard form of lease approved by Lender and (ix) is not a Major Lease. All proposed Leases which do not satisfy the requirements set forth in this subsection shall be subject to the prior approval of Lender and its counsel, at Borrower's expense. Borrower shall promptly deliver to Lender copies of all such further assurances, confirmations and assignments in connection Leases which are entered into pursuant to this subsection together with Borrower's certification that it has satisfied all of the Leases as Lender shall from time to time reasonably requireconditions of this subsection.

Leasing Matters. Any Major (a) Borrower may enter into a proposed Lease with respect to any (including the renewal or extension of the Property written after the date hereof shall be subject to the prior written approval of Lender. So long as no Event of Default is continuing, any Minor an existing Lease with respect to any of the Property written after the date hereof shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with (a standard lease form approved by Lender and shall satisfy the other requirements hereof. All Leases shall be on commercially reasonable terms, shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market rates. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate 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 and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property"RENEWAL LEASE"); provided, howeverhowever for the purpose of this Section 5.13, that no a Renewal Lease shall not include the renewal or extension of an existing Lease pursuant to the exercise by a tenant of an option to renew or extend pursuant to the terms of such termination or surrender of any Major Lease will be permitted existing 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 and the Property taken as a whole) as of the date such Lease is executed by Borrower, (ii) is an arm's-length transaction with a bona fide, independent third party tenant, (iii) shall does not collect any have a materially adverse effect on the value of the rents more than one (1) month in advance (other than security deposits); Property taken as a whole, (iv) shall not execute any other assignment of lessor’s interest in is subject and subordinate to the Leases or Mortgage and the Rents (except as contemplated by the Loan Documents); Tenant thereunder agrees to attorn to Lender, (v) shall does not altercontain any option, modify offer, right of first refusal, or change the terms other similar right to acquire all or any portion of the Leases in Property, except for expansion options, unless when exercised would cause such Lease to constitute a manner inconsistent with the provisions of the Loan Documents; and Major Lease (vi) has a base term of ten (10) years or less excluding options to renew and a lease term of twenty (20) years or less including options to renew, (vii) has rent credits, free rents or monetary concessions granted thereunder (excluding any tenant improvement allowance) not in excess of the then current market standards, but in no event in excess of three (3) months base rent, and (viii) subject to any changes permitted pursuant to Subsection (i) above, is written on the standard form of lease reasonably approved by Lender or another form of lease provided such other form is commercially reasonable and required by a nationally or regionally recognized tenant. All proposed Leases which do not satisfy the requirements set forth in this subsection shall execute and be subject to the prior reasonable approval of Lender, at Borrower's expense. Borrower shall promptly deliver at to Lender copies of all Leases which are entered into pursuant to this subsection together with Borrower's certification that it has satisfied all of the request conditions of Lender all such further assurances, confirmations and assignments in connection with the Leases as Lender shall from time to time reasonably requirethis Section.

Leasing Matters. Any Major Lease Leases with respect to any of the an Individual Property written executed after the date hereof hereof, for more than three thousand (3,000) square feet shall be subject to the prior written approved by Lender, which approval of Lender. So long as no Event of Default is continuing, any Minor Lease with respect to any of the Property written after the date hereof shall not be subject unreasonably withheld, conditioned or delayed. If (a) Borrower submits to Lender a proposed Lease for which Lender’s consent is required hereunder together with reasonably detailed financial information relating to the prior written tenant under such Lease and such other information as Lender may reasonably request, accompanied by a notice in capitalized, bold faced 14 point type containing the following statement at the top of the first page: “THIS IS A REQUEST FOR LEASE APPROVAL. IF LENDER FAILS TO APPROVE OR DISAPPROVE THE ENCLOSED LEASE WITHIN TEN (10) BUSINESS DAYS, BORROWER MAY DELIVER A DEEMED APPROVAL NOTICE,” (b) Lender fails to either approve or reject said Lease within such ten (10) Business Day period after receipt of the first notice, and Borrower delivers the Lease to Lender accompanied by a notice in capitalized, bold faced 14 point type containing the following statement at the top of the first page: “THIS IS A SECOND REQUEST FOR LEASE APPROVAL. IF LENDER FAILS TO APPROVE OR DISAPPROVE THE ENCLOSED LEASE WITHIN FIVE (5) BUSINESS DAYS, SUCH LEASE WILL BE DEEMED APPROVED BY LENDER,” and (c) Lender fails to approve or reject the Lease within such five (5) Business Day period (approval of Lender if it or rejection by notice by facsimile on the same day being acceptable), then the Lease shall be written substantially in accordance with a standard lease form deemed approved by Lender. Upon request, Borrower shall cause Mortgage Borrower to furnish Lender and shall satisfy the other requirements hereofwith copies of all executed Leases. 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, terms and shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market ratesDocuments. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument 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. Notwithstanding anything Lender agrees to enter into a subordination, no disturbance and attornment agreement in such form and substance as is reasonably acceptable to Lender with any tenant (other than the contrary contained herein, all Leases with Tenants that are Affiliates Operating Lessee) whose Lease is in excess of Borrower shall be subject to the prior written consent of three thousand (3,000) square feet and has been approved by Lender. Upon requestBorrower shall, and shall cause Mortgage Borrower shall furnish Lender with executed copies of all Leases. Borrower to cause Operating Lessee to, (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate 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 and in a manner not to impair the value of the Individual Property involved except that no termination by Mortgage Borrower or acceptance of surrender by a Tenant tenant of any Leases 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 Major Lease covering more than three thousand (3,000) square feet will be permitted without the prior written consent of LenderLender (which consent shall not be unreasonably withheld, conditioned or delayed); (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the Leases as Lender shall from time to time reasonably require. Notwithstanding anything to the contrary contained herein, Borrower shall not cause or permit Mortgage Borrower or Operating Lessee to enter into a lease of all or substantially all of any Individual Property without Lender’s prior consent.

Leasing Matters. Any Major Lease with respect to any of the Property written after the date hereof shall be subject (a) Borrower (and Master Lessee to the prior written approval of Lender. So long as no Event of Default is continuing, any Minor Lease with respect to any of the Property written after the date hereof shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with a standard lease form approved by Lender and shall satisfy the other requirements hereof. All Leases shall be on commercially reasonable terms, shall not contain any terms which would materially affect Lender’s rights extent authorized under the Loan Documents and shall provide for rental rates comparable to Master Lease) may enter into a proposed Lease (including the renewal or extension or expansion of an existing local market rates. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument and that the lessee agrees to attorn to Lender or any purchaser at Lease (a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i“Renewal Lease”)) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate 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 and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted without the prior written consent of Lender; , provided such proposed Lease or Renewal Lease (i) except with respect to the Master Lease, 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 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) and in accordance with commercially reasonable leasing standards for the self-storage industry, (ii) except with respect to the Master Lease and the Xxxxxx & Xxxxxx Lease, is an arm’s-length transaction with a bona fide, independent third party tenant, (iii) shall does not collect any have a materially adverse effect on the value of the rents more than one (1) month in advance (other than security deposits); related Individual Property taken as a whole, (iv) shall not execute any other assignment of lessor’s interest in with respect to the Leases or Master Lease and the Rents (except as contemplated by Xxxxxx & Xxxxxx Lease, is subject and subordinate to the Loan Documents); related Mortgage and the Tenant thereunder agrees to attorn to Lender, (v) shall except with respect to the Master Lease, does not altercontain any option, modify offer, right of first refusal, or change the terms other similar right to acquire all or any portion of the Leases in a manner inconsistent with the provisions of the Loan Documents; related Individual Property, and (vi) except with respect to the Master Lease, is written on the standard form of lease approved by Lender. All proposed Leases which do not satisfy the requirements set forth in this subsection shall execute and deliver at be subject to the request prior approval of Lender (not to be unreasonably withheld, conditioned or delayed) and its counsel, at Borrower’s expense. Upon written request from Lender, Borrower shall promptly deliver to Lender copies of all such further assurances, confirmations and assignments in connection Leases which are entered into pursuant to this subsection together with Borrower’s certification that it has satisfied all of the Leases as Lender shall from time to time reasonably requireconditions of this Section.

Leasing Matters. Any Major Lease Upon request, Borrower shall furnish Lender with respect to any executed copies of the Property written after the date hereof shall be subject to the prior written approval of Lender. So long as no Event of Default is continuing, any Minor Lease with respect to any of the Property written after the date hereof shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with a standard lease form approved by Lender and shall satisfy the other requirements hereofall Leases. All renewals of Leases and all proposed Leases shall be on commercially reasonable terms, terms and shall not contain any terms which would materially affect Lender’s 's rights under the Loan Documents and shall provide for rental rates comparable to existing local market rates. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument 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. Notwithstanding anything to the contrary contained herein; however, all Leases with Tenants that are Affiliates of Borrower shall approved by Lender may also be subject to non-disturbance or similar recognition agreement, and a material tenant's attornment to Lender may be conditioned on Lender's agreeing to such non-disturbance or recognition. None of the Leases shall contain any option to purchase, any right of first refusal to purchase, any non-disturbance or similar recognition agreement (except for Leases approved by Lender) or any other similar provisions which adversely affect title to the Mortgaged Property or which might materially and adversely impair the rights of Lender under the Loan Documents without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed. Upon requestAll Material Leases shall be subject to Lender's prior written approval. Lender shall not unreasonably withhold, Borrower condition or delay approval of any Lease or the execution of any subordination and non-disturbance or similar recognition agreement requested by any tenant under a Lease approved by Lender. Lender approval of any Lease or related subordination and non-disturbance agreement shall furnish be deemed to have been given if (i) request for such approval is given with a written notice, clearly stated in 14-point type or larger, that approval will be deemed given if Lender with executed copies does not respond within fifteen (15) days of all LeasesLender's receipt of such request for approval and (ii) if within fifteen (15) days after Lender's receipt of such request for approval, accompanied by a copy of the proposed lease or subordination and non-disturbance agreement, Lender does not approve or disapprove the lease or subordination and non-disturbance agreement in writing, specifying in reasonable detail its reasons for any disapproval. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate 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 and in a manner not to impair the value of the Individual Property involved except that no termination by Borrower or acceptance of surrender by a Tenant tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no or unless such termination or surrender of any Major Lease will be permitted without the prior written consent of Lenderis otherwise commercially reasonable; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s 's interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the Leases as Lender shall from time to time reasonably require. Notwithstanding anything to the contrary contained herein, no Individual Borrower shall enter into a lease of all or substantially all of any Individual Property without (a) Lender's prior written consent and (b) written confirmation from each of the Rating Agencies that such lease will not, in and of itself, result in a downgrade, qualification or withdrawal of the initial, or, if higher, then current ratings assigned to the Securities or any class thereof).

Leasing Matters. Any Major Lease Leases with respect to any of the Property written after the date hereof hereof, for more than the Relevant Leasing Threshold square footage, shall be subject to the prior written approval of Lender, which approval may be given or withheld in the sole discretion of Lender. So long as no Event Lender shall approve or disapprove any such Lease within ten (10) Business Days of Default is continuingLender's receipt of a final execution draft of such Lease (including all exhibits, any Minor schedules, supplements, addenda or other agreements relating thereto) and a written notice from Borrower requesting Lender's approval to such Lease, and such Lease shall be deemed approved, if Lender does not disapprove such Lease within said ten (10) Business Day period PROVIDED such written notice conspicuously states, in large bold type, that "PURSUANT TO SECTION 5.1.20 OF THE LOAN AGREEMENT, THE LEASE SHALL BE DEEMED APPROVED IF LENDER DOES NOT RESPOND TO THE CONTRARY WITHIN TEN (10) BUSINESS DAYS OF LENDER'S RECEIPT OF SUCH LEASE AND WRITTEN NOTICE". Borrower shall furnish Lender with respect executed copies of all Leases. All renewals of Leases and all proposed Leases shall provide for rental rates comparable to any of existing local market rates (unless such rental rates are otherwise set forth in the Property written after Leases executed prior to the date hereof shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with a standard lease form approved by Lender and shall satisfy the other requirements hereof). All proposed Leases shall be on commercially reasonable terms, terms and shall not contain any terms which would materially affect Lender’s 's rights under the Loan Documents and shall provide for rental rates comparable to existing local market ratesDocuments. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument Mortgage encumbering the Property and that the lessee tenant thereunder agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee tenant thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant tenant of any Leases Lease shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; providedProperty PROVIDED, howeverHOWEVER, that no such termination or surrender of any Major Lease covering more than the Relevant Leasing Threshold will be permitted without the prior written consent of Lender which consent may be withheld in the sole discretion of Lender; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s 's interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan DocumentsDocuments without the prior written consent of Lender, which consent may be withheld in the sole discretion of Lender; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments assignment in connection with the Leases as Lender shall from time to time reasonably require. Notwithstanding the foregoing, Borrower may, without the prior written consent of Lender, terminate any Lease which demises less than the Relevant Leasing Threshold under any of the following circumstances: (i) the tenant under said Lease is in default beyond any applicable grace and cure period, and Borrower has the right to terminate such Lease; (ii) such termination is permitted by the terms of the Lease in question and Borrower has secured an obligation from a third party to lease the space under the Lease to be terminated at a rental equal to or higher than the rental due under the Lease to be terminated; and (iii) if the tenant under the Lease to be terminated, has executed a right under said Lease to terminate its lease upon payment of a termination fee to Borrower, and has in fact terminated its lease and paid said fee, Borrower may accept said termination.

Leasing Matters. Any Major Lease Leases with respect to any of the Property written after the date hereof Closing Date shall be subject to the prior written approval of Lender, which approval may be given or withheld in the sole discretion of Lender. So long as no Event Lender shall approve or disapprove any such Lease within ten (10) Business Days of Default is continuingLender's receipt of a final execution draft of such Lease (including all exhibits, any Minor schedules, supplements, addenda or other agreements relating thereto) and a written notice from Borrower requesting Lender's approval to such Lease, and such Lease shall be deemed approved, if Lender does not disapprove such Lease within said ten (10) Business Day period PROVIDED such written notice conspicuously states, in large bold type, that 42 "PURSUANT TO SECTION 5.1.20 OF THE LOAN AGREEMENT, THE LEASE SHALL BE DEEMED APPROVED IF LENDER DOES NOT RESPOND TO THE CONTRARY WITHIN TEN (10) BUSINESS DAYS OF LENDER'S RECEIPT OF SUCH LEASE AND WRITTEN NOTICE". Borrower shall furnish Lender with respect executed copies of all Leases. All renewals of Leases and all proposed Leases shall provide for rental rates comparable to any of existing local market rates (unless such rental rates are otherwise set forth in the Property written after the date hereof shall not be subject Leases executed prior to the prior written approval of Lender if it shall be written substantially in accordance with a standard lease form approved by Lender and shall satisfy the other requirements hereofClosing Date). All proposed Leases shall be on commercially reasonable terms, terms and shall not contain any terms which would materially affect Lender’s 's rights under the Loan Documents and shall provide for rental rates comparable to existing local market ratesDocuments. All Major Leases executed after the date hereof Closing Date shall provide that they are subordinate to the Security Instrument Mortgage encumbering the Property and that the lessee tenant thereunder agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee tenant thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant tenant of any Leases Lease shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; providedProperty PROVIDED, howeverHOWEVER, that no such termination or surrender of any Major Anchor Tenant Lease or Lease covering more than the Relevant Leasing Threshold will be permitted without the prior written consent of Lender which consent may be withheld in the sole discretion of Lender; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s 's interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan DocumentsDocuments without the prior written consent of Lender, which consent may be withheld in the sole discretion of Lender; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments assignment in connection with the Leases as Lender shall from time to time reasonably require. Notwithstanding the foregoing, Borrower may, without the prior written consent of Lender, terminate any Lease other than an Anchor Tenant Lease which demises less than the Relevant Leasing Threshold under any of the following circumstances; (i) the tenant under said Lease is in default beyond any applicable grace and cure period, and Borrower has the right to terminate such Lease; (ii) such termination is permitted by the terms of the Lease in question and Borrower has secured an obligation from a third party to lease the space under the Lease to be terminated at a rental equal to or higher than the rental due under the Lease to be terminated; and (iii) if the tenant under the Lease to be terminated, has executed a right under said Lease to terminate its lease upon payment of a termination fee to Borrower, and has in fact terminated its lease and paid said fee, Borrower may accept said termination.

Leasing Matters. Any Major Lease (a) Borrower shall obtain the prior approval of Lender, which approval shall not be unreasonably withheld, conditioned or delayed for any (i) Material Leases with respect to any of the Property written Properties executed by Borrower after the date hereof shall be subject (other than extensions or renewals of existing Leases pursuant to the prior written approval of Lender. So long as no Event of Default is continuingoptions provided therein), any Minor Lease with respect to any of the Property written after the date hereof shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with a standard lease form approved by Lender and shall satisfy the other requirements hereof. All Leases shall be on commercially reasonable terms, shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market rates. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce Lease for space that was vacated by Wachovia pursuant to the Branch Agreement and may amend or terminate the terms, covenants Branch Agreement Side Letter and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted without the prior written consent of Lender; (iii) shall not collect material amendments or modifications of any Material Leases. In the event Borrower requests approval of a Material Lease, or a material amendment or modification of a Material Lease, requiring Lender’s approval hereunder, and Borrower’s correspondence from the Borrower to Lender requesting such approval contains a bold-faced conspicuous legend at the top of the rents more than one first page thereof stating that “IF YOU FAIL TO RESPOND TO OR TO EXPRESSLY DENY THIS REQUEST FOR APPROVAL IN WRITING WITHIN TEN (110) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s interest in DAYS, YOUR APPROVAL SHALL BE DEEMED GIVEN,” and the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents; and (vi) shall execute and deliver at the envelope containing such request of Lender all such further assurances, confirmations and assignments in connection with the Leases as is marked “PRIORITY,” then if Lender shall from time fail to time respond to or expressly deny such request for approval in writing within ten (10) days after receipt of Borrower’s written request therefor, then Lender shall be deemed to have approved such Material Lease, or material amendment or modification of such Material Lease, as the case may be. Borrower shall provide Lender with such information and documentation as may reasonably require.requested by Lender, including, without limitation, lease comparables and other market information reasonably requested by Lender;

Leasing Matters. Any Major Lease Leases with respect to any of the Property written after the date hereof hereof, for more than the Relevant Leasing Threshold square footage, shall be subject to the prior written approval of Lender, which approval may be given or withheld in the sole discretion of Lender. So long as no Event Lender shall approve or disapprove any such Lease within ten (10) Business Days of Default is continuingLender's receipt of a final execution draft of such Lease (including all exhibits, any Minor schedules, supplements, addenda or other agreements relating thereto) and a written notice from Borrower requesting Lender's approval to such Lease, and such Lease shall be deemed approved, if Lender does not disapprove such Lease within said ten (10) Business Day period PROVIDED such written notice conspicuously states, in large bold type, that "PURSUANT TO SECTION 5.1.20 OF THE LOAN AGREEMENT, THE LEASE SHALL BE DEEMED APPROVED IF LENDER DOES NOT RESPOND TO THE CONTRARY WITHIN TEN (10) BUSINESS DAYS OF LENDER'S RECEIPT OF SUCH LEASE AND WRITTEN NOTICE." Borrower shall furnish Lender with respect executed copies of all Leases. All renewals of Leases and all proposed Leases shall provide for rental rates comparable to any of existing local market rates (unless such rental rates are otherwise set forth in the Property written after Leases executed prior to the date hereof shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with a standard lease form approved by Lender and shall satisfy the other requirements hereof). All proposed Leases shall be on commercially reasonable terms, terms and shall not contain any terms which would materially affect Lender’s 's rights under the Loan Documents and shall provide for rental rates comparable to existing local market ratesDocuments. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument Mortgage encumbering the Property and that the lessee tenant thereunder agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee tenant thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair 45 the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant tenant of any Leases Lease shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; providedProperty PROVIDED, howeverHOWEVER, that no such termination or surrender of any Major Lease covering more than the Relevant Leasing Threshold will be permitted without the prior written consent of Lender which consent may be withheld in the sole discretion of Lender; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s 's interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan DocumentsDocuments without the prior written consent of Lender, which consent may be withheld in the sole discretion of Lender; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments assignment in connection with the Leases as Lender shall from time to time reasonably require. Notwithstanding the foregoing, Borrower may, without the prior written consent of Lender, terminate any Lease which demises less than the Relevant Leasing Threshold under any of the following circumstances: (i) the tenant under said Lease is in default beyond any applicable grace and cure period, and Borrower has the right to terminate such Lease; (ii) such termination is permitted by the terms of the Lease in question and Borrower has secured an obligation from a third party to lease the space under the Lease to be terminated at a rental equal to or higher than the rental due under the Lease to be terminated; and (iii) if the tenant under the Lease to be terminated has executed a right under said Lease to terminate its lease upon payment of a termination fee to Borrower, and has in fact terminated its lease and paid said fee, Borrower may accept said termination.

Leasing Matters. Any Major Lease with respect to any of the Property written after the date hereof shall be subject to (i) Without the prior written approval of Lender. So long as no Event of Default is continuingAdministrative Agent and the Requisite Lenders, which approval shall not be unreasonably withheld, conditioned or delayed, the Borrower shall not (i) enter into, or amend, restate, supplement or otherwise modify, any Minor Lease, (ii) enter into any advanced booking of more than 51% of the rooms at any Asset for a period in excess of 30 days, provided, however, Borrower shall have the right without obtaining the prior approval of Administrative Agent, to enter into, amend, restate, supplement or otherwise modify a Lease which is not a Material Lease provided or such Tenant Lease (after giving effect to such modification, amendment, restatement or supplement, if appropriate) complies with the requirements set forth on Schedule XXIII. If any Tenant Lease necessary to the operation of any Asset as a hotel is terminated, Borrower shall either replace such Tenant Lease with a suitable comparable Tenant Lease within a reasonable period of time following such termination or shall itself provide the services intended to be obtained under such Tenant Lease. All Tenant Leases and advanced bookings, entered into after the date hereof, shall be subordinate to the Mortgage and shall provide that the tenant under such Tenant Lease or advance booking, as the case may be, agrees to (x) attorn to each Lender and (y) provide Administrative Agent with an estoppel certificate in form and substance satisfactory to Administrative Agent, provided, however, if Administrative Agent shall have approved a Tenant Lease and the Tenant shall have executed Administrative Agent's form of subordination, non- disturbance and attornment agreement and delivered same to Administrative Agent, Administrative Agent agrees to execute and deliver the same with respect to any such Lease. All renewals of Tenant Leases and all proposed Tenant Leases (other than the Property written after Liquor Leases) shall (AA) be on terms and conditions which a senior executive, with at least ten (10) years experience in the date hereof shall not be subject management of Assets substantially similar to the prior written approval of Lender if it shall Assets in the region where the Assets are located and that manages or has managed at least 3 such Assets, would consider to be written substantially in accordance with a standard lease form approved by Lender commercially reasonable, constitute good and shall satisfy the prudent business practice and be at prevailing market rents and other requirements hereof. All Leases shall terms and conditions, (BB) be on commercially reasonable termsarms-length transactions, shall and (CC) not contain any terms which would materially adversely affect Lender’s the Administrative Agent and Lenders respective rights under the Loan Documents and Documents. None of the Tenant Leases shall provide for rental rates comparable contain any option to existing local market ratespurchase, any right of first refusal to lease or purchase, any non- disturbance or similar recognition agreement or any other similar provisions which adversely affect the Property or which might adversely affect the rights of any holder of the Loan, without the prior written consent of Administrative Agent which consent shall not be unreasonably withheld or delayed. All Major Each Tenant shall conduct business only in that portion of the Asset covered by its Tenant Lease. Borrower shall furnish Administrative Agent with executed copies of all Tenant Leases executed after the date hereof (regardless of whether or not Administrative Agent's approval is required with respect to any such Tenant Lease) and shall provide that they are subordinate also deliver to Administrative Agent, within 45 days of the end of each Fiscal Year, a rent roll for each Asset certified to Administrative Agent as being true and correct by Borrower and containing the name of each Tenant, the term of each Tenant's Lease, the space occupied by each tenant, the rentals or fees payable thereunder, the expiration date of each Tenant Lease, occupancy statistics and such other information with respect to the Security Instrument and that Tenant Leases as Administrative Agent shall reasonably require (the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale"RENT ROLL"). Notwithstanding anything to To the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate 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 and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant extent Administrative Agent's approval of any Leases shall be permitted unless by reason of a Tenant Lease or Material Lease, any tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted without the prior written consent of Lender; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the Leases as Lender shall from time to time reasonably require.an alteration or

Leasing Matters. Any Major Lease with respect to any of the Property written Leases executed after the date hereof hereof, as well as any amendments or modifications of existing Major Leases, shall be subject to the prior written approval of Lender. So long as no Event , which approval shall not be unreasonably withheld, conditioned or delayed (provided that any renewal or extension of Default a Major Lease that is continuing, any Minor executed pursuant to the Tenant’s rights under such Major Lease with respect to any or that results in the extension of the Property written after term of such Major Lease upon the date hereof same material terms set forth in the Major Lease prior to such renewal or extension shall not be subject to the approval by Lender). Upon written request by Lxxxxx, Borrower shall furnish Lender with executed copies of all Major Leases not previously delivered to Lender. Borrower shall not be required to obtain Lender’s prior written approval of for, nor provide Lender if it shall be written substantially in accordance with a standard lease form approved by Lender and shall satisfy the other requirements hereofnotice or copies of, any Leases (or any alterations, modifications, changes, extensions, terminations, expansions, renewals or supplements thereof) that are not Major Leases. All renewals of existing Leases and all proposed new Leases shall provide for rental rates (to the extent not already set forth in the Lease) comparable to existing local market rates for similar properties. All proposed Leases shall be on commercially reasonable terms, shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market rates. All Major new Leases executed after the date hereof shall provide that they are subordinate to any loan documents encumbering the Security Instrument and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be Individual Property subject to such Lease(s); provided, however, such subordination may be contingent upon the prior written consent execution of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leasesa subordination and non-disturbance agreement. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate 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 and in a manner not to impair the value of the Property involved except that no termination by Borrower (or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted without the prior written consent of Lenderportion thereof) involved; (iii) shall not collect any of the rents more than one (1) month in advance (other than security depositsdeposits or first month’s Rent in connection with a new Lease); (iv) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents; provided, however that (notwithstanding anything to the contrary in the Loan Documents) Borrower shall not be required to obtain Lender’s prior written approval for, nor provide Lender notice or copies of, any Lease, or any alterations, modifications, changes, extensions, terminations, expansions, renewals or supplements of or to any Lease, in each case, that is not a Major Lease; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the Leases as Lender shall from time to time reasonably require, provided that same do not increase Borrower’s obligations or decrease Borrower’s rights under such Leases or the Loan Documents. Notwithstanding anything to the contrary contained herein, all new Leases and all amendments, modifications, extensions, and renewals of existing Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Notwithstanding anything to the contrary contained herein, Borrower shall not be permitted to terminate or accept a surrender any Major Lease without the prior written consent of Lxxxxx. Lxxxxx agrees to enter into a subordination, non-disturbance agreement with tenants with respect to any Lease in a form substantially similar to the subordination, non-disturbance agreements entered into in connection with the closing of the Loan. Borrower shall deliver to Lender written notice of any Tenant event of default (after expiration of any notice and cure periods) under a Major Lease promptly following Borrower obtaining actual knowledge of the same. Notwithstanding anything to the contrary contained herein, to the extent Lender’s prior approval is required for any Major Lease (or any modification or other matter with respect to such Major Lease requiring Lender’s approval under this Section 5.1.20), such approval shall be deemed given if the first correspondence from Borrower to Lxxxxx requesting such approval contains a conspicuous legend at the top of the first page thereof stating that “THIS IS A REQUEST FOR APPROVAL OF A MAJOR LEASE. IF YOU FAIL TO APPROVE OR DISAPPROVE SUCH MAJOR LEASE IN WRITING WITHIN SEVEN (7) BUSINESS DAYS, BXXXXXXX MAY DELIVER A DEEMED APPROVAL NOTICE”, and any customary information and documents in Borrower’s possession reasonably requested by Lxxxxx in writing prior to the expiration of such seven (7) Business Day period in order to adequately review the same has been delivered to Lender and, if Lender fails to approve or disapprove such Major Lease within the seven (7) Business Day period, a second notice is delivered to Lender from Borrower in an envelope marked “PRIORITY” requesting approval containing a conspicuous legend at the top of the first page thereof stating that “THIS IS A REQUEST FOR APPROVAL OF A MAJOR LEASE. IF YOU FAIL TO APPROVE OR DISAPPROVE SUCH MAJOR LEASE IN WRITING WITHIN THREE (3) BUSINESS DAYS, YOUR APPROVAL SHALL BE DEEMED GIVEN” and Lender fails to approve or disapprove such Major Lease within the three (3) Business Day period.

Leasing Matters. Any (a) None of the Borrowers shall cause or permit any new Lease, or any amendment, renewal or expansion of any existing Leases (except for renewals or expansions of Major Lease Leases pursuant to renewal or expansion options expressly contained in the Major Leases that have been Approved by the Agent in accordance with this Agreement), with respect to any of the Property written to be executed after the date hereof without the prior Approval of the Agent (provided, however, that (x) if such Lease is not a Major Lease and (y) if the terms of the Lease or the amendment or expansion thereof (I) are such as will not cause it to become a Major Lease, (II) conform to the Minimum Leasing Guidelines and (III) comply with the remainder of this Section, then the Borrowers shall be subject permitted to enter into the same without the Agent’s prior Approval), nor shall any Borrower consent to the assignment of any Lease or subletting by any Tenant under a Lease, or grant any consent, approval or waiver under or in respect of any Lease, in each case without the prior Approval of the Agent. To the extent the Agent’s written approval of Lenderis required pursuant to this Section 5.1.19, the Borrowers’ written request therefor shall be delivered together with such materials reasonably requested by the Agent in order to evaluate such request (it being acknowledged and agreed that no request for consent shall be effective unless and until such materials have been delivered to the Agent and shall conspicuously state, in large bold type, that “PURSUANT TO SECTION 5.1.19 OF THE LOAN AGREEMENT, THIS IS THE BORROWERS’ REQUEST FOR THE AGENT’S CONSENT. So long as no Event of Default is continuing, any Minor Lease with respect THE AGENT’S RESPONSE IS REQUESTED WITHIN SEVEN (7) BUSINESS DAYS. THE LEASE SHALL BE DEEMED APPROVED IF THE AGENT DOES NOT RESPOND TO THE CONTRARY WITHIN SEVEN (7) BUSINESS DAYS OF THE AGENT’S RECEIPT OF THIS WRITTEN NOTICE.”). In the event the Agent fails to any approve or disapprove such request (or fails to deliver notice that additional materials are being reasonably requested) within seven (7) Business Days of the Property written after effective date of such request, then the date hereof shall not be subject to the prior written approval of Lender if it Agent’s consent shall be written substantially in accordance deemed to have been granted. The Borrowers shall furnish the Agent with a standard lease form approved by Lender executed copies of all Leases and shall satisfy the other requirements hereofall amendments, renewals and expansions thereof promptly upon effectiveness thereof. All Leases shall be on commercially reasonable terms, shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market rates. All Major proposed Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument related Mortgage and that the lessee agrees agrees, upon request, to attorn to Lender the Agent or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything , and that neither the Agent nor any such purchaser shall be liable for any tenant improvement costs or other obligations of any Borrower or other predecessor-in-interest, nor shall the Agent or any such purchaser be responsible for any defaults by any Borrower or other predecessor-in-interest or be bound by any amendments, modifications or supplements of any Lease made without the Agent’s prior Approval (if such prior Approval is required pursuant to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of LenderLoan Documents). Upon request, Borrower shall furnish Lender with executed copies of all Leases. Each Borrower (i) shall observe and perform perform, or cause to be performed, the obligations imposed upon the lessor under the Leases in a commercially reasonable mannerLeases; (ii) shall enforce and may amend or terminate 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 and in a manner not to impair the value performed; provided that none of the Property involved except that no termination by Borrower Borrowers shall terminate or acceptance of accept a surrender by a Tenant of any Leases shall be permitted unless by reason Lease or take any action that would permit any Tenant under a Lease to terminate its Lease with respect to, or otherwise surrender, all or any portion of its premises, or recapture all or any portion of a tenant default and then only in a commercially reasonable manner to preserve and protect Tenant’s premises whether by termination, subleasing from the Property; Tenant or otherwise, without the prior Approval of the Agent (provided, however, that no such termination or surrender if the Lease is not a Major Lease, the relevant Borrower may terminate said lease following a default thereunder in the exercise of any Major Lease will be permitted without its remedies in the prior written consent of Lenderordinary course); (iii) shall not collect any rent under any of the rents Leases more than one (1) month in advance (other than security deposits)of the due date; (iv) shall not execute any other assignment of lessor’s interest in any of the Leases or the Rents (except to the Agent or as directed by the Agent as contemplated by the Loan Documents); (v) shall not alter, modify amend, modify, supplement or change the terms of any Lease in any material respects, or grant any material waivers or material consents in respect of any Lease, in each case without the Leases in a manner inconsistent with the provisions prior Approval of the Loan DocumentsAgent (unless expressly permitted above); and (vi) shall execute and deliver at the request of Lender the Agent all such further assurances, confirmations and assignments in connection with the Leases as Lender the Agent shall from time to time reasonably require.

Leasing Matters. Any All (a) Major Lease with respect to any of the Property written Leases executed after the date hereof hereof, (b) amendments, modifications, renewals or extensions (except to the extent such extension is as-of-right in such Major Lease) of any Major Lease and (c) terminations (other than in connection with a default by a Tenant in the payment of base rent or other material rent which continues for ninety (90) days or longer) or any acceptance of a surrender (other than a surrender by the Tenant which is expressly permitted as a unilateral act of such Tenant by any Major Lease) of any Major Lease, shall in each case be subject to the prior written approval by Lender, which approval, absent the existence of Lenderan Event of Default, shall not be unreasonably withheld. So long as no Upon request, Borrower shall furnish Lender with executed copies of all Leases. Security deposits of Tenants under all Leases shall be held in compliance in all material respects with Legal Requirements and any provisions in Leases relating thereto. Such security deposits may be commingled with other accounts of Borrower if and to the extent permitted by applicable law, provided that Borrower shall maintain books and records of sufficient detail to identify all security deposits of Tenants separate and apart from any other payments received from Tenants and shall provide such information to Lender upon written request thereof. Upon the occurrence of a monetary Event of Default is continuing, any Minor Lease with respect to any and acceleration of the Property written after the date hereof shall not be Loan, Borrower shall, upon Lender’s request and subject to applicable Legal Requirements, deposit with Lender the prior written approval security deposits of Lender if it shall be written substantially the Tenants (and any interest theretofore earned on such security deposits and actually received by Borrower), and any bonds or other instruments held by Borrower in lieu of cash security (including, without limitation, letters of credit), that Borrower had not returned to the applicable Tenants or applied in accordance with the express terms of the applicable Lease (and failure to do so shall constitute a standard lease form approved by Lender misappropriation of funds). Except as otherwise expressly provided in the Lease, all renewals of Leases and shall satisfy the other requirements hereof. All all proposed Leases shall provide for rental rates comparable to existing local market rates and be on entered into as a result of arm’s-length negotiations upon commercially reasonable terms, terms and shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market ratesDocuments. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument Instruments 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. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate 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 and in a manner not to impair the value of the Individual Property involved except that no termination by Borrower or acceptance of surrender by a Tenant tenant of any Leases shall be permitted unless by reason of a tenant tenant’s material default and then only in or except as expressly permitted by a commercially reasonable manner Tenant pursuant to preserve and protect the Property; provided, however, that no such termination or surrender terms of any Major Lease will be permitted without the prior written consent of Lenderapplicable Lease; (iii) shall not collect any of the rents more than one (1) month in advance (other than first month’s Rent or security deposits); (iv) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); and (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents; . Lender shall have the right to require, at Borrower’s sole cost and (vi) shall expense, each new Tenant under any Major Lease to execute and deliver at to Lender a subordination, non-disturbance of possession and attornment agreement in form, content and manner of execution reasonably acceptable to Lender and such Tenant and the applicable Individual Borrower shall use commercially reasonable efforts to obtain the same from the applicable Tenant. In the event that (A) Borrower has delivered to Lender a written request for Lender’s approval of a Lease or other leasing matter requiring Lender all consent under this Section 5.1.21 together with a summary of the business terms -76- of such further assurances, confirmations Lease or other leasing matter and assignments any documents or information required to be provided by Borrower under the Loan Documents in connection with Lender’s review of the Leases proposed matter, by a method which provides evidence of delivery, (B) Lender has failed to respond to such request within ten (10) Business Days after Lender’s receipt of such request and supporting documents, and (C) Borrower has delivered to Lender by such method a second copy of such request with such supporting documents and information required above, then, if Lender has failed to respond to such second request within five (5) Business Days after Lender’s receipt of such second request and such supporting documents and information, such request shall be deemed approved; provided that each such request included a legend prominently displayed at the top of the first page thereof in solid capital letters in bold face type of a font size not less than fourteen (14) as follows: “WARNING: IF YOU FAIL TO RESPOND TO OR EXPRESSLY DENY THIS REQUEST FOR APPROVAL IN WRITING WITHIN [TEN (10)/FIVE (5)] BUSINESS DAYS AFTER YOUR RECEIPT, YOU WILL BE DEEMED TO HAVE APPROVED THIS REQUEST.” Borrower shall reimburse Lender shall from time to time reasonably requirefor Lender’s reasonable out-of-pocket costs and expenses incurred by Lender in connection with such leasing matter.

Leasing Matters. Any Major Lease Leases with respect to any of the Property written after the date hereof Closing Date, for more than the Relevant Leasing Threshold square footage shall be subject to the prior written approval of Lender, which approval may be given or withheld in the sole discretion of Lender. So long as Lender shall approve or disapprove any such Lease within ten (10) Business Days of Lender’s receipt of a final execution draft of such Lease (including all exhibits, schedules, supplements, addenda or other agreements relating thereto) and a written notice from Borrower requesting Lender’s approval to such Lease, and such Lease shall be deemed approved, if Lender does not disapprove such Lease within said ten (10) Business Day period provided such written notice conspicuously states, in large bold type, that “PURSUANT TO SECTION 5.1.20 OF THE LOAN AGREEMENT, THE LEASE SHALL BE DEEMED APPROVED IF LENDER DOES NOT RESPOND TO THE CONTRARY WITHIN TEN (10) BUSINESS DAYS OF LENDER’S RECEIPT OF SUCH LEASE AND WRITTEN NOTICE”, provided that in no Event of Default is continuing, any Minor Lease event shall Lender’s consent be deemed given with respect to any Lease for 50,000 or more rentable square feet. Borrower shall furnish Lender with executed copies of the Property written after the date hereof shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with a standard lease form approved by Lender and shall satisfy the other requirements hereofall Leases. All renewals of Leases shall be on commercially reasonable terms, shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and all proposed Leases shall provide for rental rates comparable to existing local market ratesrates (unless such rental rates are otherwise set forth in the Leases executed prior to the Closing Date). All Major proposed Leases shall be on commercially reasonable terms and shall not contain any terms which would materially impair Lender’s rights under the Loan Documents. All Leases executed after the date hereof Closing Date shall provide that they are subordinate to the Security Instrument Mortgage encumbering the Property and that the lessee tenant thereunder agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee tenant thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant tenant of any Leases Lease shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease covering more than the Relevant Leasing Threshold will be permitted without the prior written consent of Lender which consent may be withheld in the reasonable discretion of Lender; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan DocumentsDocuments without the prior written consent of Lender, which consent may be withheld in the sole discretion of Lender; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the Leases as Lender shall from time to time reasonably require. Notwithstanding anything to the contrary contained herein, Borrower shall not enter into a lease of all or substantially all of the Property without Lender’s prior written consent. Notwithstanding the foregoing, Borrower may, without the prior written consent of Lender, terminate any Lease which demises less than the Relevant Leasing Threshold under any of the following circumstances: (i) the tenant under said Lease is in default beyond any applicable grace and cure period, and Borrower has the right to terminate such Lease; (ii) such termination is permitted by the terms of the Lease in question and Borrower has secured an obligation from a third party to lease the space under the Lease to be terminated at a rental equal to or higher than the rental due under the Lease to be terminated; and (iii) if the tenant under the Lease to be terminated, has executed a right under said Lease to terminate its lease upon payment of a termination fee to Borrower, and has in fact terminated its lease and paid said fee, Borrower may accept said termination.

Leasing Matters. Any Major Borrower may enter into a proposed Lease with respect to any (including the renewal or extension of the Property written after the date hereof shall be subject to the prior written approval of Lender. So long as no Event of Default is continuing, any Minor an existing Lease with respect to any of the Property written after the date hereof shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with (a standard lease form approved by Lender and shall satisfy the other requirements hereof. All Leases shall be on commercially reasonable terms, shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market rates. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i“Renewal Lease”)) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate 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 and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted 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 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) shall does not collect any have a materially adverse effect on the value of the rents more than one (1) month in advance (other than security deposits); Property taken as a whole, (iv) shall not execute any other assignment of lessor’s interest in is subject and subordinate to the Leases or Mortgage and the Rents (except as contemplated by the Loan Documents); Tenant thereunder agrees to attorn to Lender, (v) shall does not altercontain any option, modify offer, right of first refusal, or change the terms other similar right to acquire all or any portion of the Leases in a manner inconsistent with the provisions of the Loan Documents; and Property, (vi) has a base term of less than fifteen (15) years including options to renew, (vii) has no non-market rent credits, free rents or concessions granted thereunder; provided that in no event shall execute rent credits, free rents or concessions exceed a period equal to three (3) months, and deliver at (viii) is written on the request standard form of lease approved by Lender. All proposed Leases which do not satisfy the requirements set forth in this subsection shall be subject to the prior approval of Lender and its counsel, at Borrower’s expense. Borrower shall promptly deliver to Lender copies of all such further assurances, confirmations and assignments in Leases which are entered into pursuant to this subsection together with Borrower’s certification that it has satisfied all of the conditions of this Section. In connection with the Leases as all requests for approvals or consents by Lender pursuant to this Section 5.13(a), Lender’s approval shall from time to time reasonably requirebe deemed granted if not disapproved in writing within fifteen (15) Business Days of Lender’s receipt of written request for such approval in an envelope marked “LENDER’S RESPONSE IS REQUIRED WITHIN FIFTEEN (15) BUSINESS DAYS OF RECEIPT OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF THE LOAN AGREEMENT” together with all other information and documentation related thereto requested by Lender.

Leasing Matters. Any Major Lease Leases with respect to any of the Property to be entered into by Borrower written after the date hereof hereof, for more than the Relevant Leasing Threshold square footage, shall be subject to the prior written approval of Lender, which approval may be given or withheld in the sole discretion of Lender. So long as no Event Nothing in this Section 5.1.20 is intended to or shall make Borrower liable or in default under this Agreement or any other Loan Document in the event Wal-Mart shall assign the Wal-Mart Lease or sublease or permit the use by another party of Default is continuing, all or any Minor Lease with respect to any portion of the Property written after the date hereof shall not be subject to the prior written approval of Lender if it shall be written substantially its demised premises in accordance with the Wal-Mart Lease provided Borrower uses commercially reasonable efforts to enforce the terms of such Leases. Lender shall approve or disapprove any such Lease within ten (10) Business Days of Lender's receipt of a standard lease form approved by final execution draft of such Lease (including all exhibits, schedules, supplements, addenda or other agreements relating thereto) and a written notice from Borrower requesting Lender's approval to such Lease, and such Lease shall be deemed approved, if Lender and does not disapprove such Lease within said ten (10) Business Day period PROVIDED such written notice conspicuously states, in large bold type, that "PURSUANT TO SECTION 5.1.20 OF THE LOAN AGREEMENT, THE LEASE SHALL BE DEEMED APPROVED IF LENDER DOES NOT RESPOND TO THE CONTRARY WITHIN TEN (10) BUSINESS DAYS OF LENDER'S RECEIPT OF SUCH LEASE AND WRITTEN NOTICE." Borrower shall satisfy the other requirements hereoffurnish Lender with executed copies of all Leases to which Borrower is a party. All renewals of Leases to which Borrower is a party and all proposed Leases shall provide for rental rates comparable to existing local market rates (unless such rental rates are otherwise set forth in the Leases executed prior to the date hereof). All proposed Leases to which Borrower is a party shall be on commercially reasonable terms, terms and shall not contain any terms which would materially affect Lender’s 's rights under the Loan Documents and shall provide for rental rates comparable to existing local market ratesDocuments. All Major Leases to which Borrower is a party executed after the date hereof shall provide that they are subordinate to the Security Instrument Mortgage encumbering the Property and that the lessee tenant thereunder agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases to which Borrower is a party in a commercially reasonable manner; (ii) shall enforce and may amend or terminate the terms, covenants and conditions contained in the Leases to which Borrower is a party upon the part of the lessee tenant thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant tenant of any Leases Lease shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; providedProperty PROVIDED, howeverHOWEVER, that no such termination or surrender of any Major Lease covering more than the Relevant Leasing Threshold will be permitted without the prior written consent of Lender which consent may be withheld in the sole discretion of Lender; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s 's interest in the Leases to which Borrower is a party or the Rents (except as contemplated by the Loan Documents); (v) subject to the terms of the Wal-Mart Lease, shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan DocumentsDocuments without the prior written consent of Lender, which consent may be withheld in the sole discretion of Lender; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments assignment in connection with the Leases as Lender shall from time to time reasonably require. Notwithstanding the foregoing, Borrower may, without the prior written consent of Lender, terminate any Lease which demises less than the Relevant Leasing Threshold under any of the following circumstances: (i) the tenant under said Lease is in default beyond any applicable grace and cure period, and Borrower has the right to terminate such Lease; (ii) such termination is permitted by the terms of the Lease in question and Borrower has secured an obligation from a third party to lease the space under the Lease to be terminated at a rental equal to or higher than the rental due under the Lease to be terminated; and (iii) if the tenant under the Lease to be terminated has executed a right under said Lease to terminate its lease upon payment of a termination fee to Borrower, and has in fact terminated its lease and paid said fee, Borrower may accept said termination.

Leasing Matters. Any Major Lease Leases with respect to any of the Property written after the date hereof Closing Date for more than the Relevant Leasing Threshold square footage shall be subject to the prior written approval of Lender, which approval may be given or withheld in the sole discretion of Lender. So long as no Event Lender shall approve or disapprove any such Lease within ten (10) Business Days of Default is continuingLender's receipt of a final execution draft of such Lease (including all exhibits, any Minor schedules, supplements, addenda or other agreements relating thereto) and a written notice from Grantor requesting Lender's approval to such Lease, and such Lease shall be deemed approved, if Lender does not disapprove such Lease within said ten (10) Business Day period PROVIDED such written notice conspicuously states, in large bold type, that "PURSUANT TO SECTION 5.1.20 OF THE LOAN AGREEMENT, THE LEASE SHALL BE DEEMED APPROVED IF LENDER DOES NOT RESPOND TO THE CONTRARY WITHIN TEN (10) BUSINESS DAYS OF LENDER'S RECEIPT OF SUCH LEASE AND WRITTEN NOTICE". Grantor shall furnish Lender with respect executed copies of all Leases. All renewals of Leases and all proposed Leases shall provide for rental rates comparable to any of existing local market rates (unless such rental rates are otherwise set forth in the Property written after the date hereof shall not be subject Leases executed prior to the prior written approval of Lender if it shall be written substantially in accordance with a standard lease form approved by Lender and shall satisfy the other requirements hereofClosing Date). All proposed Leases shall be on commercially reasonable terms, terms and shall not contain any terms which would materially affect Lender’s 's rights under the Loan Documents and shall provide for rental rates comparable to existing local market ratesDocuments. All Major Leases executed after the date hereof Closing Date shall provide that they are subordinate to the Security Instrument Mortgage encumbering the Property and that the lessee tenant thereunder agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower Grantor (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee tenant thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property involved except that no termination by Borrower Grantor or acceptance of surrender by a Tenant tenant of any Leases Lease shall be permitted unless by reason of a tenant default and then only in a 45 commercially reasonable manner to preserve and protect the Property; providedProperty PROVIDED, howeverHOWEVER, that no such termination or surrender of any Major Lease covering more than the Relevant Leasing Threshold will be permitted without the prior written consent of Lender which consent may be withheld in the sole discretion of Lender; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s 's interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan DocumentsDocuments without the prior written consent of Lender, which consent may be withheld in the sole discretion of Lender; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments assignment in connection with the Leases as Lender shall from time to time reasonably require. Notwithstanding the foregoing, Grantor may, without the prior written consent of Lender, terminate any Lease which demises less than the Relevant Leasing Threshold under any of the following circumstances: (i) the tenant under said Lease is in default beyond any applicable grace and cure period, and Grantor has the right to terminate such Lease; (ii) such termination is permitted by the terms of the Lease in question and Grantor has secured an obligation from a third party to lease the space under the Lease to be terminated at a rental equal to or higher than the rental due under the Lease to be terminated; and (iii) if the tenant under the Lease to be terminated, has executed a right under said Lease to terminate its lease upon payment of a termination fee to Grantor, and has in fact terminated its lease and paid said fee, Grantor may accept said termination.

Leasing Matters. Any Major (a) Borrower may enter into a proposed Lease with respect to any (including the renewal or extension of the Property written after the date hereof shall be subject to the prior written approval of Lender. So long as no Event of Default is continuing, any Minor an existing Lease with respect to any of the Property written after the date hereof shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with (a standard lease form approved by Lender and shall satisfy the other requirements hereof. All Leases shall be on commercially reasonable terms, shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market rates. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i“Renewal Lease”)) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate 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 and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted 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 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) shall does not collect any have a materially adverse effect on the value of the rents more than one (1) month in advance (other than security deposits); Individual Properties taken as a whole, (iv) shall not execute any other assignment of lessor’s interest in is subject and subordinate to the Leases or Mortgage and the Rents (except as contemplated by the Loan Documents); Tenant thereunder agrees to attorn to Lender, (v) shall does not altercontain any option, modify offer, right of first refusal, or change the terms other similar right to acquire all or any portion of the Leases in a manner inconsistent with the provisions of the Loan Documents; Individual Properties and (vi) has a base term of less than fifteen (15) years including options to renew. All proposed Leases which do not satisfy the requirements set forth in this subsection shall execute and deliver at be subject to the request prior approval of Lender and its counsel, at Borrower’s expense. Borrower shall promptly deliver to Lender copies of all such further assurancesLeases which are entered into pursuant to this subsection together with Borrower’s certification that it has satisfied all of the conditions of this Section. No Lease shall include, confirmations and assignments in connection with or includes as of the Leases date hereof, any free rent or “takeover” rent provisions except as Lender shall from time to time reasonably requireset forth on Schedule I attached hereof.

Leasing Matters. Any Major Lease Leases with respect to any of the Property written after the date hereof Closing Date for more than the Relevant Leasing Threshold square footage shall be subject to the prior written approval of Lender, which approval may be given or withheld in the sole discretion of Lender. So long as no Event of Default is continuing, Lender shall approve or disapprove any Minor such Lease with respect to any other than a Lease for all or substantially all of the Property within ten (1 0) Business Days of Lender’s receipt of a final execution draft of such Lease (including all exhibits, schedules, supplements, addenda or other agreements relating thereto) and a written after notice from Borrower requesting Lender’s approval to such Lease, and such Lease shall be deemed approved, if Lender does not disapprove such Lease within said ten (10) Business Day period provided such written notice conspicuously states, in large bold type, that “PURSUANT TO SECTION 5.1.20 OF THE LOAN AGREEMENT, THE LEASE SHALL BE DEEMED APPROVED IF LENDER DOES NOT RESPOND TO THE CONTRARY WITHIN TEN (10) BUSINESS DAYS OF LENDER’S RECEIPT OF SUCH LEASE AND WRITTEN NOTICE”. Borrower shall furnish Lender with executed copies of all Leases. All renewals of Leases and all proposed Leases shall provide for rental rates comparable to existing local market rates (unless such rental rates are otherwise set forth in the date hereof shall not be subject Leases executed prior to the prior written approval of Lender if it shall be written substantially in accordance with a standard lease form approved by Lender and shall satisfy the other requirements hereofClosing Date). All proposed Leases shall be on commercially reasonable terms, terms and shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market ratesDocuments. All Major Leases executed after the date hereof Closing Date shall provide that they are subordinate to the Security Instrument Mortgage encumbering the Property and that the lessee tenant thereunder agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee tenant thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant tenant of any Leases Lease shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; Property provided, however, that no such termination or surrender of any Major Lease covering more than the Relevant Leasing Threshold will be permitted without the prior written consent of Lender which consent may be withheld in the sole discretion of Lender; (iii) shall not collect any of the rents more than one (1I) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan DocumentsDocuments without the prior written consent of Lender, which consent may be withheld in the sole discretion of Lender, provided, however, with respect to a proposed modification or amendment to the Anchor Tenant Lease, Lender shall have fifteen (15) Business Days after Borrower’s delivery of its request for consent (WHICH CLEARLY SHALL STATE IN BOLD-FACE TYPE THAT THE FAILURE TO RESPOND WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN DEEMED CONSENT UPON FAILURE TO RESPOND WITHIN FIVE (5) BUSINESS DAYS AFTER A “FAILURE TO RESPOND” SECOND NOTICE), together with preliminary drawings and specifications for such Alterations, within which Lender may grant or not grant Borrower’s request for consent. If Lender shall not have responded to Borrower within such 15-Business Day period, Borrower may give a second notice WHICH CLEARLY SHALL STATE IN BOLD-FACE TYPE THAT THE FAILURE TO RESPOND WITHIN FIVE (5) BUSINESS DAYS SHALL BE DEEMED CONSENT. If Lender shall not, within five (5) Business Days after such second notice, notify Borrower that such consent will not be granted, such consent shall be deemed to have been granted; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments assignment in connection with the Leases as Lender shall from time to time reasonably require. Notwithstanding the foregoing, Borrower may, without the prior written consent of Lender, terminate any Lease which demises less than the Relevant Leasing Threshold under any of the following circumstances: (i) the tenant under said Lease is in default beyond any applicable grace and cure period, and Borrower has the right to terminate such Lease; (ii) such termination is permitted by the terms of the Lease in question and Borrower has secured an obligation from a third party to lease the space under the Lease to be terminated at a rental equal to or higher than the rental due under the Lease to be terminated; and (iii) if the tenant under the Lease to be terminated, has executed a right under said Lease to terminate its Lease upon payment of a termination fee to Borrower, and has in fact terminated its Lease and paid said fee, Borrower may accept said termination. In addition, the requirements set forth in this Section 5.1.20 shall not apply to any permitted sublease by Anchor Tenant pursuant to the terms of the Anchor Tenant Lease.

Leasing Matters. Any Major Lease Leases with respect to any of the Property written after the date hereof Modification Date for more than the Relevant Leasing Threshold square footage shall be subject to the prior written approval of Lender, which approval may be given or withheld in the sole discretion of Lender. So long as no Event Lender shall approve or disapprove any such Lease within ten (10) Business Days of Default is continuingLender’s receipt of a final execution draft of such Lease (including all exhibits, any Minor schedules, supplements, addenda or other agreements relating thereto) and a written notice from Borrower requesting Lender’s approval to such Lease, and such Lease with respect to any of the Property written after the date hereof shall not be subject to the prior written approval of Lender if it shall be deemed approved, if Lender does not disapprove such Lease within said ten (10) Business Day period provided such written substantially notice conspicuously states, in accordance large bold type, that “PURSUANT TO SECTION 5.1.20 OF THE LOAN AGREEMENT, THE LEASE SHALL BE DEEMED APPROVED IF LENDER DOES NOT RESPOND TO THE CONTRARY WITHIN TEN (10) BUSINESS DAYS OF LENDER’S RECEIPT OF SUCH LEASE AND WRITTEN NOTICE”. Borrower shall furnish Lender with a standard lease form approved by Lender and shall satisfy the other requirements hereofexecuted copies of all Leases. All renewals of Leases shall be on commercially reasonable terms, shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and all proposed Leases shall provide for rental rates comparable to existing local market ratesrates (unless such rental rates are otherwise set forth in the Leases executed prior to the Modification Date). All Major proposed Leases shall be on commercially reasonable terms and shall not contain any terms which would materially impair Lender’s rights under the Loan Documents. All Leases executed after the date hereof Modification Date shall provide that they are subordinate to the Security Instrument Mortgage encumbering the Property and that the lessee tenant thereunder agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee tenant thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant tenant of any Leases Lease shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease covering more than the Relevant Leasing Threshold will be permitted without the prior written consent of Lender which consent may be withheld in the reasonable discretion of Lender; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan DocumentsDocuments without the prior written consent of Lender, which consent may be withheld in the sole discretion of Lender; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the Leases as Lender shall from time to time reasonably require. Notwithstanding the foregoing, Borrower may, without the prior written consent of Lender, terminate any Lease which demises less than the Relevant Leasing Threshold under any of the following circumstances: (i) the tenant under said Lease is in default beyond any applicable grace and cure period, and Borrower has the right to terminate such Lease; (ii) such termination is permitted by the terms of the Lease in question and Borrower has secured an obligation from a third party to lease the space under the Lease to be terminated at a rental equal to or higher than the rental due under the Lease to be terminated; and (iii) if the tenant under the Lease to be terminated, has executed a right under said Lease to terminate its lease upon payment of a termination fee to Borrower, and has in fact terminated its lease and paid said fee, Borrower may accept said termination.

Leasing Matters. Any Major Lease Leases with respect to any of the Property written after the date hereof hereof, for more than the Relevant Leasing Threshold square footage, shall be subject to the prior written approval of Lender, which approval may be given or withheld in the sole discretion of Lender. So long as no Event Lender shall approve or disapprove any such Lease within ten (10) Business Days of Default is continuingLender's receipt of a final execution draft of such Lease (including all exhibits, any Minor schedules, supplements, addenda or other agreements relating thereto) and a written notice from Borrower requesting Lender's approval to such Lease, and such Lease shall be deemed approved, if Lender does not disapprove such Lease within said ten (10) Business Day period PROVIDED such written notice conspicuously states, in large bold type, that "PURSUANT TO SECTION 5.1.20 OF THE LOAN AGREEMENT, THE LEASE SHALL BE DEEMED APPROVED IF LENDER DOES NOT RESPOND TO THE CONTRARY WITHIN TEN (10) BUSINESS DAYS OF LENDER'S RECEIPT OF SUCH LEASE AND WRITTEN NOTICE." Borrower shall furnish Lender with respect executed copies of all Leases. All renewals of Leases and all proposed Leases shall provide for rental rates comparable to any of existing local market rates (unless such rental rates are otherwise set forth in the Property written after Leases executed prior to the date hereof shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with a standard lease form approved by Lender and shall satisfy the other requirements hereof). All proposed Leases shall be on commercially reasonable terms, terms and shall not contain any terms which would materially affect Lender’s 's rights under the Loan Documents and shall provide for rental rates comparable to existing local market ratesDocuments. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument Mortgage encumbering the Property and that the lessee tenant thereunder agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee tenant thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair 39 the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant tenant of any Leases Lease shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; providedProperty PROVIDED, howeverHOWEVER, that no such termination or surrender of any Major Lease covering more than the Relevant Leasing Threshold will be permitted without the prior written consent of Lender which consent may be withheld in the sole discretion of Lender; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s 's interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan DocumentsDocuments without the prior written consent of Lender, which consent may be withheld in the sole discretion of Lender; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments assignment in connection with the Leases as Lender shall from time to time reasonably require. Notwithstanding the foregoing, Borrower may, without the prior written consent of Lender, terminate any Lease which demises less than the Relevant Leasing Threshold under any of the following circumstances: (i) the tenant under said Lease is in default beyond any applicable grace and cure period, and Borrower has the right to terminate such Lease; (ii) such termination is permitted by the terms of the Lease in question and Borrower has secured an obligation from a third party to lease the space under the Lease to be terminated at a rental equal to or higher than the rental due under the Lease to be terminated; and (iii) if the tenant under the Lease to be terminated has executed a right under said Lease to terminate its lease upon payment of a termination fee to Borrower, and has in fact terminated its lease and paid said fee, Borrower may accept said termination.

Leasing Matters. Any Major Lease with respect to any portion of the Property written after the date hereof shall be subject to the prior written approval of Lender. So long as no Event of Default is continuing, any Minor Lease with respect to any of the Property written after the date hereof shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with a standard lease form approved by Lender and shall satisfy the other requirements hereof. All Leases shall be on commercially reasonable terms, shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market rates. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate 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 and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted without the prior written consent of Lender; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the Leases as Lender shall from time to time reasonably require.

Leasing Matters. Any Major Lease Leases with respect to any of the Property written after the date hereof Closing Date for more than the Relevant Leasing Threshold square footage shall be subject to the prior written approval of Lender, which approval may be given or withheld in the sole discretion of Lender. So long as no Event of Default is continuing, Lender shall approve or disapprove any Minor such Lease with respect to any other than a Lease for all or substantially all of the Property within ten (10) Business Days of Lender’s receipt of a final execution draft of such Lease (including all exhibits, schedules, supplements, addenda or other agreements relating thereto) and a written after notice from Borrower requesting Lender’s approval to such Lease, and such Lease shall be deemed approved, if Lender does not disapprove such Lease within said ten (10) Business Day period provided such written notice conspicuously states, in large bold type, that “PURSUANT TO SECTION 5.1.20 OF THE LOAN AGREEMENT, THE LEASE SHALL BE DEEMED APPROVED IF LENDER DOES NOT RESPOND TO THE CONTRARY WITHIN TEN (10) BUSINESS DAYS OF LENDER’S RECEIPT OF SUCH LEASE AND WRITTEN NOTICE”. Borrower shall furnish Lender with executed copies of all Leases. All renewals of Leases and all proposed Leases shall provide for rental rates comparable to existing local market rates (unless such rental rates are otherwise set forth in the date hereof shall not be subject Leases executed prior to the prior written approval of Lender if it shall be written substantially in accordance with a standard lease form approved by Lender and shall satisfy the other requirements hereofClosing Date). All proposed Leases shall be on commercially reasonable terms, terms and shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market ratesDocuments. All Major Leases executed after the date hereof Closing Date shall provide that they are subordinate to the Security Instrument Mortgage encumbering the Property and that the lessee tenant thereunder agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee tenant thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant tenant of any Leases Lease shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; Property provided, however, that no such termination or surrender of any Major Lease covering more than the Relevant Leasing Threshold will be permitted without the prior written consent of Lender which consent may be withheld in the sole discretion of Lender; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan DocumentsDocuments without the prior written consent of Lender, which consent may be withheld in the sole discretion of Lender, provided, however, with respect to a proposed modification or amendment to the Anchor Tenant Lease, Lender shall have fifteen (15) Business Days after Borrower’s delivery of its request for consent (WHICH CLEARLY SHALL STATE IN BOLD-FACE TYPE THAT THE FAILURE TO RESPOND WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN DEEMED CONSENT UPON FAILURE TO RESPOND WITHIN FIVE (5) BUSINESS DAYS AFTER A “FAILURE TO RESPOND” SECOND NOTICE), together with preliminary drawings and specifications for such Alterations, within which Lender may grant or not grant Borrower’s request for consent. If Lender shall not have responded to Borrower within such 15-Business Day period, Borrower may give a second notice WHICH CLEARLY SHALL STATE IN BOLD-FACE TYPE THAT THE FAILURE TO RESPOND WITHIN FIVE (5) BUSINESS DAYS SHALL BE DEEMED CONSENT. If Lender shall not, within five (5) Business Days after such second notice, notify Borrower that such consent will not be granted, such consent shall be deemed to have been granted; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments assignment in connection with the Leases as Lender shall from time to time reasonably require. Notwithstanding the foregoing, Borrower may, without the prior written consent of Lender, terminate any Lease which demises less than the Relevant Leasing Threshold under any of the following circumstances: (i) the tenant under said Lease is in default beyond any applicable grace and cure period, and Borrower has the right to terminate such Lease; (ii) such termination is permitted by the terms of the Lease in question and Borrower has secured an obligation from a third party to lease the space under the Lease to be terminated at a rental equal to or higher than the rental due under the Lease to be terminated; and (iii) if the tenant under the Lease to be terminated, has executed a right under said Lease to terminate its lease upon payment of a termination fee to Borrower, and has in fact terminated its lease and paid said fee, Borrower may accept said termination. In addition, the requirements set forth in this Section 5.1.20 shall not apply to any permitted sublease by Anchor Tenant pursuant to the terms of the Anchor Tenant Lease.

Leasing Matters. Any Major Lease Leases with respect to any of the Property written after the date hereof Closing Date, for more than the Relevant Leasing Threshold square footage shall be subject to the prior written approval of Lender, which approval may be given or withheld in the sole discretion of Lender. So long as Lender shall approve or disapprove any such Lease within ten (10) Business Days of Lender’s receipt of a final execution draft of such Lease (including all exhibits, schedules, supplements, addenda or other agreements relating thereto) and a written notice from Borrower requesting Lender’s approval to such Lease, and such Lease shall be deemed approved, if Lender does not disapprove such Lease within said ten (10) Business Day period provided such written notice conspicuously states, in large bold type, that “PURSUANT TO SECTION 5.1.20 OF THE LOAN AGREEMENT, THE LEASE SHALL BE DEEMED APPROVED IF LENDER DOES NOT RESPOND TO THE CONTRARY WITHIN TEN (10) BUSINESS DAYS OF LENDER’S RECEIPT OF SUCH LEASE AND WRITTEN NOTICE”, provided that in no Event of Default is continuing, any Minor Lease event shall Lender’s consent be deemed given with respect to any Lease for 21,000 or more rentable square feet. Borrower shall furnish Lender with executed copies of the Property written after the date hereof shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with a standard lease form approved by Lender and shall satisfy the other requirements hereofall Leases. All renewals of Leases shall be on commercially reasonable terms, shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and all proposed Leases shall provide for rental rates comparable to existing local market ratesrates (unless such rental rates are otherwise set forth in the Leases executed prior to the Closing Date). All Major proposed Leases shall be on commercially reasonable terms and shall not contain any terms which would materially impair Lender’s rights under the Loan Documents. All Leases executed after the date hereof Closing Date shall provide that they are subordinate to the Security Instrument Mortgage encumbering the Property and that the lessee tenant thereunder agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee tenant thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant tenant of any Leases Lease shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease covering more than the Relevant Leasing Threshold will be permitted without the prior written consent of Lender which consent may be withheld in the reasonable discretion of Lender; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan DocumentsDocuments without the prior written consent of Lender, which consent may be withheld in the sole discretion of Lender; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the Leases as Lender shall from time to time reasonably require. Notwithstanding anything to the contrary contained herein, Borrower shall not enter into a lease of all or substantially all of the Property without Lender’s prior written consent. Notwithstanding the foregoing, Borrower may, without the prior written consent of Lender, terminate any Lease which demises less than the Relevant Leasing Threshold under any of the following circumstances: (i) the tenant under said Lease is in default beyond any applicable grace and cure period, and Borrower has the right to terminate such Lease; (ii) such termination is permitted by the terms of the Lease in question and Borrower has secured an obligation from a third party to lease the space under the Lease to be terminated at a rental equal to or higher than the rental due under the Lease to be terminated; and (iii) if the tenant under the Lease to be terminated, has executed a right under said Lease to terminate its lease upon payment of a termination fee to Borrower, and has in fact terminated its lease and paid said fee, Borrower may accept said termination. Lender shall, upon request of Borrower, enter into a subordination, nondisturbance and attornment agreement (“SNDA”) with respect to each proposed tenant entering into a Lease in compliance with the requirements of this Agreement; provided, that such Lease is (i) for at least 10,000 square feet of space of the Improvements, (ii) with a tenant reasonably approved by Lender in writing prior to Borrower’s execution of any such Lease and (iii) on the standard form of Lease previously approved in writing by Lender. Any SNDA executed by Lender shall be in the form attached hereto as Exhibit A and made a part hereof with such commercially reasonable changes thereto as Lender shall agree to in its reasonable discretion.

Leasing Matters. Any Major (a) Borrower may enter into a proposed Lease with respect to any (including the renewal or extension of the Property written after the date hereof shall be subject to the prior written approval of Lender. So long as no Event of Default is continuing, any Minor an existing Lease with respect to any of the Property written after the date hereof shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with (a standard lease form approved by Lender and shall satisfy the other requirements hereof. All Leases shall be on commercially reasonable terms, shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market rates. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i“Renewal Lease”)) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate 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 and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted 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 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) shall does not collect any have a materially adverse effect on the value of the rents more than one (1) month in advance (other than security deposits); Property taken as a whole, (iv) shall not execute any other assignment of lessor’s interest in is subject and subordinate to the Leases or Mortgage and the Rents (except as contemplated by the Loan Documents); Tenant thereunder agrees to attorn to Lender, (v) shall does not altercontain any option, modify offer, right of first refusal, or change the terms other similar right to acquire all or any portion of the Leases in a manner inconsistent with the provisions of the Loan Documents; and Property, (vi) has a base tem of less than twenty (20) years including options to renew, (vii) has no rent, credits, free rents or concessions granted thereunder, except as are consistent with the then local market for similar types and sizes of property and leases, and (viii) is written on the standard form of lease approved by Lender. All proposed Leases which do not satisfy the requirements set forth in this subsection shall execute and deliver at be subject to the request prior approval of Lender and its counsel, at Borrower’s expense. Borrower shall promptly deliver to Lender copies of all such further assurances, confirmations and assignments in connection Leases which are entered into pursuant to this subsection together with Borrower’s certification that it has satisfied all of the Leases as Lender shall from time to time reasonably requireconditions of this Section.

Leasing Matters. Any Major Lease with respect to any (a) All Leases and renewals of the Property written Leases executed after the date hereof with respect to the Property shall be subject to the prior written approval of Lender. So long as no Event of Default is continuing, any Minor Lease which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, the Leases with respect to any of the Property written after the date hereof pop-up or short term vendors that do not extend beyond one (1) year shall not be subject to the prior written require approval from Lender. Upon request, Borrower shall furnish Lender with executed copies of Lender if it shall be written substantially in accordance with a standard lease form approved by Lender and shall satisfy the other requirements hereofall Leases. 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, terms and shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market ratesDocuments. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument Mortgage and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate 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 and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted without the prior written consent of Lender; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the Leases as Lender shall from time to time reasonably require. Notwithstanding anything to the contrary contained herein, Borrower shall not enter into a lease of all or substantially all of the Property without Xxxxxx’s prior written consent. Notwithstanding anything to the contrary contained herein, all new Leases and all amendments, modifications, extensions, and renewals of existing Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed.

Leasing Matters. Any Major (a) Borrower may cause or permit Mortgage Borrower enter into a proposed Lease with respect to any (including the renewal or extension of the Property written after the date hereof shall be subject to the prior written approval of Lender. So long as no Event of Default is continuing, any Minor an existing Lease with respect to any of the Property written after the date hereof shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with (a standard lease form approved by Lender and shall satisfy the other requirements hereof. All Leases shall be on commercially reasonable terms, shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market rates. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i“Renewal Lease”)) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate 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 and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted without the prior written consent of Lender; , provided such proposed Lease or Renewal Lease (i) provides for rental rates and terms comparable or superior to existing local market rates and terms (taking into account the type and quality of the tenant and the location and quality of the space to be leased) as of the date such Lease is executed by Mortgage Borrower (unless, in the case of a Renewal Lease or a Lease covering expansion space, the rent payable during such renewal or with respect to such expansion space, as the case may be, or a formula or other method to compute such rent, is provided for in the original Lease), (ii) is an arms-length transaction with a bona fide, independent third party tenant, (iii) shall does not collect any have a materially adverse effect on the value or quality of the rents more than one (1) month in advance (other than security deposits); applicable Individual Property, (iv) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); [intentionally omitted], (v) shall is written on the standard form of residential lease approved by Lender (such approval not alterto be unreasonably withheld, modify delayed or change conditioned) (which such standard form of lease currently approved by Lender is attached hereto as Exhibit B), unless Mortgage Borrower determines in good faith that deviations from the terms of approved Lease form do not materially and adversely affect Mortgage Borrower’s interests under the Leases in a manner inconsistent with the provisions of the Loan Documents; Lease or Renewal Lease, and (vi) is not a Major Lease. All proposed Leases which do not satisfy the requirements set forth in this Section 5.1.17 shall execute and deliver at be subject to the request prior approval of Lender (such approval not to be unreasonably withheld, delayed or conditioned), at Borrower’s expense. At Lender’s request, Borrower shall cause Mortgage Borrower to promptly deliver to Lender copies of all Leases which are entered into pursuant to this Section 5.1.17(a), together with Borrower’s certification that it has satisfied or caused Mortgage Borrower to satisfy all of the conditions of this Section 5.1.17(a) (other than conditions waived in writing by Lender) applicable to such further assurances, confirmations and assignments in connection with the Leases as Leases. Any Lease submitted to Lender for Lender’s approval shall be deemed approved if Lender shall from time not have notified Borrower in writing of its approval or disapproval (together with a statement of the grounds of such disapproval, if applicable) within ten (10) Business Days (the “Approval Period”) after Lender has received such submission; provided, however, that upon notice to time Borrower, Lender shall be entitled to a five (5) Business Day extension of the Approval Period (“Lender’s Approval Extension Period”). Notwithstanding the leasing approval procedure set forth above, to facilitate Mortgage Borrower’s leasing process, Borrower may 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 Lease, either as supplemented by any additional information concerning such lease or the tenant thereunder as may be reasonably require.requested by Lender (the “Lease Term Sheet”). Lender shall approve or disapprove the Lease Term Sheet within ten (10) Business Days of its receipt, provided

Leasing Matters. Any Major (a) Borrower may cause or permit Mortgage Borrower enter into a proposed Lease with respect to any (including the renewal or extension of the Property written after the date hereof shall be subject to the prior written approval of Lender. So long as no Event of Default is continuing, any Minor an existing Lease with respect to any of the Property written after the date hereof shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with (a standard lease form approved by Lender and shall satisfy the other requirements hereof. All Leases shall be on commercially reasonable terms, shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market rates. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i“Renewal Lease”)) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate 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 and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted without the prior written consent of Lender; , provided such proposed Lease or Renewal Lease (i) provides for rental rates and terms comparable or superior to existing local market rates and terms (taking into account the type and quality of the tenant and the location and quality of the space to be leased) as of the date such Lease is executed by Mortgage Borrower (unless, in the case of a Renewal Lease or a Lease covering expansion space, the rent payable during such renewal or with respect to such expansion space, as the case may be, or a formula or other method to compute such rent, is provided for in the original Lease), (ii) is an arms-length transaction with a bona fide, independent third party tenant, (iii) shall does not collect any have a materially adverse effect on the value or quality of the rents more than one (1) month in advance (other than security deposits); applicable Individual Property, (iv) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); [intentionally omitted], (v) shall is written on the standard form of residential lease approved by Lender (such approval not alterto be unreasonably withheld, modify delayed or change conditioned) (which such standard form of lease currently approved by Lender is attached hereto as Exhibit B), unless Mortgage Borrower determines in good faith that deviations from the terms of approved Lease form do not materially and adversely affect Mortgage Borrower’s interests under the Leases in a manner inconsistent with the provisions of the Loan Documents; Lease or Renewal Lease, and (vi) is not a Major Lease. All proposed Leases which do not satisfy the requirements set forth in this Section 5.1.17 shall execute and deliver at be subject to the request prior approval of Lender all (such further assurancesapproval not to be unreasonably withheld, confirmations and assignments in connection with the Leases as Lender shall from time to time reasonably require.delayed or conditioned), at Borrower’s

Leasing Matters. Any Major Lease with respect to any Borrower may enter into Leases or modify existing Leases demising a portion of the Property written after the date hereof shall be subject less than or equal to the Relevant Leasing Threshold without Lender’s prior written approval of Lender. So long as no Event of Default is continuing, any Minor Lease with respect to any of the Property written after the date hereof shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with a standard lease form approved by Lender and shall satisfy the other requirements hereof. All provided such Leases shall be on commercially reasonable terms, terms and shall not contain any terms which would materially affect Lender’s rights under the Loan Documents Documents, and shall provide for rental rates comparable to existing local market rates. All Major further provided that such Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument Mortgage encumbering the Property and that the lessee tenant thereunder agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to Borrower may not enter into a Lease or modify an existing Lease covering all or substantially all of the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to Property without the prior written consent approval of Lender, which approval may be given or withheld in the sole discretion of Lender. Upon requestBorrower may not enter into Leases or modify existing Leases demising a portion of the Property greater than the Relevant Leasing Threshold without the prior written approval of Lender, provided, however, Lender shall not withhold such approval if Borrower delivers to Lender together with its request for approval an abstract or summary of the proposed Lease terms, an affidavit certifying that the Leasing Conditions have been satisfied, and not fewer than three (3) market comps from similar leases in the local market within the last twelve (12) months (or if not available, other market information reasonably acceptable to Lender) supporting such affidavit. To the extent Lender’s approval or consent is required, Lender shall approve or disapprove any such Lease or modification (excluding a Lease for all or substantially all of the Property) within ten (10) Business Days of Lender’s receipt of Borrower’s written request for approval together with the foregoing, and such Lease shall be deemed approved, if Lender does not disapprove such Lease within said ten (10) Business Day period provided such written notice conspicuously states, in large bold type, that “PURSUANT TO SECTION 5.1.20 OF THE LOAN AGREEMENT, THE LEASE SHALL BE DEEMED APPROVED IF LENDER DOES NOT RESPOND TO THE CONTRARY WITHIN TEN (10) BUSINESS DAYS OF LENDER’S RECEIPT OF SUCH LEASE AND WRITTEN NOTICE”. Borrower shall furnish Lender with executed copies of all Leases. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee tenant thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property involved except that that, subject to the terms of this Section 5.1.20, no termination by Borrower or acceptance of surrender by a Tenant tenant of any Leases Lease shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted without the prior written consent of Lender which consent may be withheld in the sole discretion of Lender; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); and (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments assignment in connection with the Leases as Lender shall from time to time reasonably require.. Notwithstanding the foregoing, Borrower may, without the prior written consent of Lender, terminate (or accept a surrender of) any Lease which demises less than the Relevant Leasing Threshold under any of the following circumstances: (i) the tenant under said Lease is in default beyond any applicable

Leasing Matters. Any Major Lease Leases with respect to any of the Property written executed after the date hereof shall be subject to the prior written Lender’s approval, which approval of Lender. So long as no Event of Default is continuing, any Minor Lease with respect to any of the Property written after the date hereof shall not be subject unreasonably withheld, conditioned or delayed, provided, however, that renewals of any Major Lease by Borrowers initially executed prior to the prior written Closing Date shall not require the approval of Lender if it the terms of any such Lease provided for renewals at a reasonably determinable rent. Upon request, Borrowers shall be written substantially in accordance furnish Lender with a standard lease form approved by Lender and shall satisfy the other requirements hereofexecuted copies of all Leases. All proposed Major Leases shall be on commercially reasonable terms, terms and no Lease shall not contain any terms which would materially adversely affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market ratesDocuments. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument Mortgage and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale, provided that, with respect to Major Leases, Lender provides commercially reasonable non-disturbance language. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower Borrowers (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate 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 and in a manner not to impair the value of the any Property involved involved, except that no termination by any Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted without the prior written consent of Lender; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); and (v) shall not alter, modify or change the terms of the Leases any Major Lease in a manner inconsistent with the provisions any material manner, in each of the Loan Documents; and foregoing instances, without the prior written approval of Lender, not to be unreasonably withheld. To the extent Lender’s approval is required pursuant to this Section 5.1.20, Lender shall endeavor to respond to a request for Lender’s approval within ten (vi10) shall execute and deliver at the Business Days after Borrowers’ written request of Lender all such further assurancestherefor, confirmations and assignments delivered together with any documents or information required to be provided by Borrowers hereunder in connection with Lender’s review of the Leases as proposed Major Lease, Major Lease amendment or Major Lease termination. If the correspondence from Borrowers requesting such approval contains the following statement at the top of the 158 first page thereof in capitalized, boldfaced, 14 point type lettering: “IF YOU FAIL TO RESPOND TO OR TO EXPRESSLY DENY THIS REQUEST FOR APPROVAL IN WRITING WITHIN TEN (10) BUSINESS DAYS, YOUR APPROVAL SHALL BE DEEMED GIVEN”, and if Lender shall from time fail to time respond to or to expressly deny such request for approval in writing (stating in reasonable detail the reason for such disapproval) within ten (10) Business Days after receipt of Borrowers’ written request therefor together with the documents and information required above and any other information reasonably requirerequested by Lender in writing prior to the expiration of such ten (10) Business Day period in order to adequately review the same, then Borrowers shall re-submit such proposed Major Lease, Major Lease amendment or Major Lease termination and accompanying information to Lender with a request for approval containing the following statement at the top of the first page thereof in capitalized, boldfaced, 14 point type lettering: “IF YOU FAIL TO RESPOND TO OR TO EXPRESSLY DENY THIS REQUEST FOR APPROVAL IN WRITING WITHIN FIVE (5) BUSINESS DAYS, YOUR APPROVAL SHALL BE DEEMED GIVEN”, and if Lender does not respond to such second request by approving such proposed Major Lease, Major Lease amendment or Major Lease termination or stating its objection thereto within five (5) Business Days of Lender’s receipt of such second submission, Lender’s approval shall be deemed given. Notwithstanding anything to the contrary contained herein, Borrowers shall not enter into a lease of all or substantially all of any Property without Lender’s prior consent.

Leasing Matters. Any Major Lease Leases with respect to any of the Property written after the date hereof Closing Date for more than the Relevant Leasing Threshold square footage shall be subject to the prior written approval of Lender, which approval may be given or withheld in the sole discretion of Lender. So long as no Event Lender shall approve or disapprove any such Lease within ten (10) Business Days of Default is continuingLender's receipt of a final execution draft of such Lease (including all exhibits, any Minor schedules, supplements, addenda or other agreements relating thereto) and a written notice from Borrower requesting Lender's approval to such Lease, and such Lease shall be deemed approved, if Lender does not disapprove such Lease within said ten (10) Business Day period PROVIDED such written notice conspicuously states, in large bold type, that "PURSUANT TO SECTION 5.1.20 OF THE LOAN AGREEMENT, THE LEASE SHALL BE DEEMED APPROVED IF LENDER DOES NOT RESPOND TO THE CONTRARY WITHIN TEN (10) BUSINESS DAYS OF LENDER'S RECEIPT OF SUCH LEASE AND WRITTEN NOTICE". Borrower shall furnish Lender with respect executed copies of all Leases. All renewals of Leases and all proposed Leases shall provide for rental rates comparable to any of existing local market rates (unless such rental rates are otherwise set forth in the Property written after the date hereof shall not be subject Leases executed prior to the prior written approval of Lender if it shall be written substantially in accordance with a standard lease form approved by Lender and shall satisfy the other requirements hereofClosing Date). All proposed Leases shall be on commercially reasonable terms, terms and shall not contain any terms which would materially affect Lender’s 's rights under the Loan Documents and shall provide for rental rates comparable to existing local market ratesDocuments. All Major Leases executed after the date hereof Closing Date shall provide that they are subordinate to the Security Instrument Mortgage encumbering the Property and that the lessee tenant thereunder agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; , (ii) shall enforce and may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee tenant thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant tenant of any Leases Lease shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; providedProperty PROVIDED, howeverHOWEVER, that no such termination or surrender of any Major Lease covering more than the Relevant Leasing Threshold will be permitted without the prior written consent of Lender which consent may be withheld in the sole discretion of Lender; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s 's interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan DocumentsDocuments without the prior written consent of Lender, which consent may be withheld in the sole discretion of Lender; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments assignment in connection with the Leases as Lender shall from time to time reasonably require. Notwithstanding the foregoing, Borrower may, without the prior written consent of Lender, terminate any Lease which demises less than the Relevant Leasing Threshold under any of the following circumstances: (i) the tenant under said Lease is in default beyond any applicable grace and cure period, and Borrower has the right to terminate such Lease; (ii) such termination is permitted by the terms of the Lease in question and Borrower has secured an obligation from a third party to lease the space under the Lease to be terminated at a rental equal to or higher than the rental due under the Lease to be terminated; and (iii) if the tenant under the Lease to be terminated, has executed a right under said Lease to terminate its lease upon payment of a termination fee to Borrower, and has in fact terminated its lease and paid said fee, Borrower may accept said termination.

Leasing Matters. Any Major Lease with respect to any of the Individual Property written after the date hereof that covers more than one thousand (1,000) rentable square feet shall be subject to the prior written on a form of lease which has been approved by Lender, which approval of Lender. So long as no Event of Default is continuing, any Minor Lease with respect to any of the Property written after the date hereof shall not be subject to the prior written approval unreasonably withheld. Upon request, Borrowers shall furnish Lender with executed copies of Lender if it shall be written substantially in accordance with a standard lease form approved by Lender and shall satisfy the other requirements hereofall Leases. All proposed Leases or renewals of existing leases entered into after the Closing Date shall be on commercially reasonable terms, terms and shall not contain any terms which would materially affect Lender’s 's rights under the Loan Documents and shall provide for rental rates comparable to existing local market ratesDocuments. All Major Leases executed after the date hereof shall provide that they are be subordinate to the Security Instrument and that Mortgage encumbering the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of saleapplicable Individual Property. Notwithstanding anything to the contrary contained herein, all with respect to those portions of the Xxxxxx Xxxxxxx Penn Property which are, as of the Closing Date, leased or offered for lease for commercial uses not related to the use of the Property as a hotel, the Xxxxxx Xxxxxxx Penn Borrower may enter, extend, modify or terminate, or take any other actions with respect to, any Lease, in a commercially reasonable manner provided that the uses permitted under such Leases with Tenants that are Affiliates of Borrower shall be subject commercially suitable to the prior written consent operation of Lenderthe Xxxxxx Xxxxxxx Penn Property as a first-class hotel. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower Borrowers (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce enforce, and may amend or terminate terminate, the terms, covenants (pound) and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted without the prior written consent of Lendermanner; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s 's interest in the Leases or the Rents Revenue (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with within the provisions of the Loan Documents; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the Leases as Lender shall from time to time reasonably require.

Leasing Matters. Any Major (a) Borrower may enter into a proposed Lease with respect to any (including the renewal or extension of the Property written after the date hereof shall be subject to the prior written approval of Lender. So long as no Event of Default is continuing, any Minor an existing Lease with respect to any of the Property written after the date hereof shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with (a standard lease form approved by Lender and shall satisfy the other requirements hereof. All Leases shall be on commercially reasonable terms, shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market rates. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i“Renewal Lease”)) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate 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 and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted 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 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) shall does not collect any have a materially adverse effect on the value of the rents more than one (1) month in advance (other than security deposits); Property taken as a whole, (iv) shall not execute any other assignment of lessor’s interest in is subject and subordinate to the Leases or Mortgage and the Rents (except as contemplated by the Loan Documents); Tenant thereunder agrees to attorn to Lender, (v) shall does not altercontain any option, modify offer, right of first refusal, or change the terms other similar right to acquire all or any portion of the Leases in a manner inconsistent with the provisions of the Loan Documents; and Property, (vi) has a base term of less than fifteen (15) years including options to renew, (vii) has no rent, credits, free rents or concessions granted thereunder that are greater than those offered for similar properties located in Dallas, Texas, and (viii) is written on the standard form of lease approved by Lender. All proposed Leases which do not satisfy the requirements set forth in this subsection shall execute and deliver at be subject to the request prior approval of Lender and its counsel, at Borrower’s expense. Borrower shall promptly deliver to Lender copies of all such further assurancesLeases which are entered into pursuant to this subsection together with Borrower’s certification that it has satisfied all of the conditions of this Section; provided, confirmations however, Lender’s consent shall be deemed granted if not disapproved by Lender in writing within fifteen (15) business days of Lender’s, receipt on the proposed Lease in an envelope market “LENDER’S RESPONSE IS REQUIRED WITHIN FIFTEEN (15) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF THE LOAN AGREEMENT” together with all other information and assignments documentation related thereto requested by Lender, provided, further, not more than two (2) times during each calendar quarter, Lender’s consent shall be deemed granted if not disapproved by Lender in connection writing within ten (10) business days of Lender’s receipt on the proposed Lease in an envelope market “LENDER’S RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF THE LOAN AGREEMENT” together with the Leases as Lender shall from time to time reasonably requireall other information and documentation related thereto requested by Lender.

Leasing Matters. Any Major Lease with respect to any of Borrower and Baltimore Owner shall have the Property written after right, without the date hereof shall be subject to the prior written approval consent of Lender, to enter into any Lease (other than a Material Lease). So long as no Event Upon request, Borrower and Baltimore Owner shall furnish Lender with executed copies of Default is continuing, any Minor Lease with respect to any of the Property written after the date hereof shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with a standard lease form approved by Lender and shall satisfy the other requirements hereofall Leases. All proposed Material Leases shall be on commercially reasonable terms, terms and shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market ratesDocuments. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument 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. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower and Baltimore Owner (ia) shall observe and perform the obligations imposed upon the lessor under the Material Leases in a commercially reasonable manner; (iib) shall have the right, without the consent of Lender, to amend, modify, or waive the provisions of any Lease (other than a Material Lease except to the extent required pursuant to the terms of an existing Material Lease and provided Lender receives notice thereof) or terminate, reduce rents under, accept the surrender of space under, or shorten the term of, any Lease (other than a Material Lease) or of any guaranty, letter of credit or other credit support with respect thereto, so long as such action does not have a material adverse affect on the value of the applicable Individual Property taken as a whole, provided, however, that a termination of a Lease (other than a Material Lease) with a tenant who is in default beyond applicable notice and cure periods shall not be considered an action which has a material adverse affect on the value of the Individual Property taken as a whole; (c) shall enforce and may amend or terminate the terms, covenants and conditions contained in the Material Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Individual Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted without the prior written consent of Lenderinvolved; (iiid) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (ive) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (vf) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents; and (vig) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the Leases as Lender shall from time to time reasonably require. Lender shall not unreasonably withhold, condition or delay its consent with respect to the entering into, renewal, extension, amendment, modification, waiver of provisions of, termination, reduction of rents under, acceptance of a surrender of space or the shortening of the term of any Material Lease. Notwithstanding anything to the contrary contained herein, neither Borrower nor Baltimore Owner shall enter into a lease of all or substantially all of any Individual Property without Lender’s prior consent, which consent may be withheld or conditioned in Lender’s sole discretion. To the extent Lender’s prior written approval is required pursuant to this Section 5.1.20, Lender shall have fifteen (15) days from receipt of written request and any and all reasonably required information and documentation relating thereto in which to approve or disapprove such request and such written request shall state thereon in bold letters of 14 point font or larger that action is required by Lender and Lender’s consent will be deemed given if there is no response by Lender. If Lender fails to approve or disapprove the request within such fifteen (15) days, Lender’s approval shall be deemed given. Should Lender fail to approve any such request, Lender shall give Borrower and Baltimore Owner written notice setting forth in reasonable detail the basis for such disapproval. Lender shall not unreasonably withhold, condition or delay approval of the execution of any subordination and non-disturbance or similar recognition agreement requested by any tenant under a lease provided (i) Lender has approved such lease, which approval shall not be unreasonably withheld, conditioned or delayed, and (ii) such agreement is in form, scope and substance reasonably acceptable to Lender.

Leasing Matters. Any Major Lease Leases with respect to any of the an Individual Property written executed after the date hereof hereof, for more than three thousand (3,000) square feet shall be subject to the prior written approved by Lender, which approval of Lender. So long as no Event of Default is continuing, any Minor Lease with respect to any of the Property written after the date hereof shall not be subject unreasonably withheld, conditioned or delayed. If (a) Borrower submits to Lender a proposed Lease for which Lender’s consent is required hereunder together with reasonably detailed financial information relating to the prior written tenant under such Lease and such other information as Lender may reasonably request, accompanied by a notice in capitalized, bold faced 14 point type containing the following statement at the top of the first page: “THIS IS A REQUEST FOR LEASE APPROVAL. IF LENDER FAILS TO APPROVE OR DISAPPROVE THE ENCLOSED LEASE WITHIN TEN (10) BUSINESS DAYS, BORROWER MAY DELIVER A DEEMED APPROVAL NOTICE,” (b) Lender fails to either approve or reject said Lease within such ten (10) Business Day period after receipt of the first notice, and Borrower delivers the Lease to Lender accompanied by a notice in capitalized, bold faced 14 point type containing the following statement at the top of the first page: “THIS IS A SECOND REQUEST FOR LEASE APPROVAL. IF LENDER FAILS TO APPROVE OR DISAPPROVE THE ENCLOSED LEASE WITHIN FIVE (5) BUSINESS DAYS, SUCH LEASE WILL BE DEEMED APPROVED BY LENDER,” and (c) Lender fails to approve or reject the Lease within such five (5) Business Day period (approval of Lender if it or rejection by notice by facsimile on the same day being acceptable), then the Lease shall be written substantially in accordance with a standard lease form deemed approved by Lender. Upon request, Borrower shall furnish Lender and shall satisfy the other requirements hereofwith copies of all executed Leases. 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, terms and shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market ratesDocuments. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument 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. Notwithstanding anything Lender agrees to enter into a subordination, no disturbance and attornment agreement in such form and substance as is reasonably acceptable to Lender with any tenant (other than the contrary contained herein, all Leases with Tenants that are Affiliates Operating Lessee) whose Lease is in excess of Borrower shall be subject to the prior written consent of three thousand (3,000) square feet and has been approved by Lender. Upon requestBorrower shall, Borrower and shall furnish Lender with executed copies of all Leases. Borrower cause Operating Lessee to, (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate 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 and in a manner not to impair the value of the Individual Property involved except that no termination by Borrower or acceptance of surrender by a Tenant tenant of any Leases 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 Major Lease covering more than three thousand (3,000) square feet will be permitted without the prior written consent of LenderLender (which consent shall not be unreasonably withheld, conditioned or delayed); (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the Leases as Lender shall from time to time reasonably require. Notwithstanding anything to the contrary contained herein, neither Borrower nor Operating Lessee shall enter into a lease of all or substantially all of any Individual Property without Lender’s prior consent.

Leasing Matters. Any Major (a) Borrower may enter into a proposed Lease with respect to any (including the renewal or extension of the Property written after the date hereof shall be subject to the prior written approval of Lender. So long as no Event of Default is continuing, any Minor an existing Lease with respect to any of the Property written after the date hereof shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with (a standard lease form approved by Lender and shall satisfy the other requirements hereof. All Leases shall be on commercially reasonable terms, shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market rates. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i“Renewal Lease”)) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate 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 and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted 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 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) shall does not collect any have a materially adverse effect on the value of the rents more than one (1) month in advance (other than security deposits); Property taken as a whole, (iv) shall not execute any other assignment of lessor’s interest in is subject and subordinate to the Leases or Mortgage and the Rents (except as contemplated by the Loan Documents); Tenant thereunder agrees to attorn to Lender, (v) shall does not altercontain any option, modify offer, right of first refusal, or change the terms other similar right to acquire all or any portion of the Leases in a manner inconsistent with the provisions of the Loan Documents; and Property, (vi) has a base term of less than fifteen (15) years including options to renew, (vii) has no rent, credits, free rents or concessions granted thereunder, and (viii) is written on the standard form of lease approved by Lender. All proposed Leases which do not satisfy the requirements set forth in this subsection shall execute and deliver at be subject to the request prior approval of Lender and its counsel, at Borrower’s expense. Borrower shall promptly deliver to Lender copies of all such further assurances, confirmations and assignments in connection Leases which are entered into pursuant to this subsection together with Borrower’s certification that it has satisfied all of the Leases as Lender shall from time to time reasonably requireconditions of this Section.

Leasing Matters. Any Major (a) Borrower may enter into a proposed Lease with respect to any (including the renewal or extension of the Property written after the date hereof shall be subject to the prior written approval of Lender. So long as no Event of Default is continuing, any Minor an existing Lease with respect to any of the Property written after the date hereof shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with (a standard lease form approved by Lender and shall satisfy the other requirements hereof. All Leases shall be on commercially reasonable terms, shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market rates. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i“Renewal Lease”)) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate 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 and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted 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 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) shall does not collect any have a materially adverse effect on the value of the rents more than one (1) month in advance (other than security deposits); Property taken as a whole, (iv) shall not execute any other assignment of lessor’s interest in is subject and subordinate to the Leases or Mortgage and requires the Rents (except as contemplated by the Loan Documents); Tenant thereunder to attorn to Lender, (v) shall does not altercontain any option, modify offer, right of first refusal, right of first offer or change the terms other similar right to acquire all or any portion of the Leases in a manner inconsistent with the provisions of the Loan Documents; and Property, (vi) has no rent, credits, free rents or concessions granted thereunder other than those which are reasonable and customary and comparable to existing local market terms, (vii) other than with respect to a Short Term Lease, is written on the standard form of lease approved by Lender with such reasonable and customary modifications as would not have a material and adverse affect on the value of the Property, and (viii) is not a Major Lease. All proposed Leases which do not satisfy the requirements set forth in this subsection shall execute and deliver at be subject to the request prior approval of Lender and its counsel, at Borrower’s expense (not to exceed $5,000). Borrower shall promptly deliver to Lender copies of all such further assurances, confirmations and assignments in connection Leases which are entered into pursuant to this subsection together with Borrower’s certification that it has satisfied all of the Leases as Lender shall from time to time reasonably requireconditions of this Section.

Leasing Matters. Any Major Lease with respect to any of the Property written after the date hereof shall be subject to (i) Without the prior written approval of Lender. So long as no Event of Default is continuingAdministrative Agent and the Requisite Lenders, which approval shall not be unreasonably withheld, conditioned or delayed, Borrowers shall not and shall not permit any other Loan Party to (i) enter into, or amend, restate, supplement or otherwise modify, any Minor Lease, (ii) enter into any advanced booking of more than 51% of the rooms at any Asset for a period in excess of 30 days; provided, however, Borrowers shall have the right without obtaining the prior approval of Administrative Agent, to enter into, amend, restate, supplement or otherwise modify a Lease which is not a Material Lease provided or such Tenant Lease (after giving effect to such modification, amendment, restatement or supplement, if appropriate) complies with the requirements set forth on Schedule XXIII. If any Tenant Lease necessary to the operation of any Asset as a hotel is terminated, Borrowers shall or shall cause the other Loan Parties to, as appropriate, either replace such Tenant Lease with a suitable comparable Tenant Lease within a reasonable period of time following such termination or shall itself provide the services intended to be obtained under such Tenant Lease. All Tenant Leases and advanced bookings, entered into after the date hereof, shall be subordinate to the Mortgage and shall provide that the tenant under such Tenant Lease or advance booking, as the case may be, agrees to (x) attorn to each Lender and (y) provide Administrative Agent with an estoppel certificate in form and substance satisfactory to Administrative Agent; provided, however, if Administrative Agent shall have approved a Tenant Lease and the Tenant shall have executed Administrative Agent's form of subordination, non-disturbance and attornment agreement and delivered same to Administrative Agent, Administrative Agent agrees to execute and deliver the same with respect to any such Lease. All renewals of Tenant Leases and all proposed Tenant Leases (other than the Property written after Liquor Leases) shall (AA) be on terms and conditions which a senior executive, with at least ten (10) years experience in the date hereof shall not be subject management of Assets substantially similar to the prior written approval of Lender if it shall Assets in the region where the Assets are located and that manages or has managed at least 3 such Assets, would consider to be written substantially in accordance with a standard lease form approved by Lender commercially reasonable, constitute good and shall satisfy the prudent business practice and be at prevailing market rents and other requirements hereof. All Leases shall terms and conditions, (BB) be on commercially reasonable termsarms-length transactions, shall and (CC) not contain any terms which would materially adversely affect Lender’s Administrative Agent and Lenders respective rights under the Loan Documents Documents. None of the Tenant Leases shall contain 95 102 any option to purchase, any right of first refusal to lease or purchase, any non-disturbance or similar recognition agreement or any other similar provisions which adversely affect the Property or which might adversely affect the rights of any holder of the Loans, without the prior written consent of Administrative Agent which consent shall not be unreasonably withheld or delayed. Each Tenant shall conduct business only in that portion of the Asset covered by its Tenant Lease. Borrowers shall and shall provide for rental rates comparable cause the other Loan Parties to existing local market rates. All Major furnish Administrative Agent with executed copies of all Tenant Leases executed after the date hereof (regardless of whether or not Administrative Agent's approval is required with respect to any such Tenant Lease) and shall provide that they are subordinate also deliver to Administrative Agent, within 45 days of the end of each Fiscal Year, a rent roll for each Asset certified to Administrative Agent as being true and correct by the appropriate Borrower or such other Loan Party and containing the name of each Tenant, the term of each Tenant's Lease, the space occupied by each tenant, the rentals or fees payable thereunder, the expiration date of each Tenant Lease, occupancy statistics and such other information with respect to the Security Instrument Tenant Leases as Administrative Agent shall reasonably require (the "RENT ROLL"). To the extent Administrative Agent's approval of any Tenant Lease or Material Lease, any tenant or an alteration or modification of a Material Lease or Tenant Lease is required under this Section 5.1(t), in the event Administrative Agent fails to respond to Borrowers' written request for such approval within thirty (30) days after Administrative Agent has received from Borrowers such written request and that the lessee agrees all information reasonably required in order to attorn adequately review such request, Borrowers may send an additional written request for approval and if Administrative Agent fails to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything respond to the contrary contained hereinBorrowers' second request within fourteen (14) days thereof, all Leases with Tenants that are Affiliates of Borrower Administrative Agent shall be subject deemed to have approved such Lease or such tenant, as the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and case may amend or terminate 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 and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted without the prior written consent of Lender; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the Leases as Lender shall from time to time reasonably requirebe.

Leasing Matters. Any Major Lease Leases with respect to any of the Property written after the date hereof Closing Date for more than the Relevant Leasing Threshold square footage shall be subject to the prior written approval of Lender, which approval may be given or withheld in the sole discretion of Lender. So long as no Event Lender shall approve or disapprove any such Lease within ten (10) Business Days of Default is continuingLender's receipt of a final execution draft of such Lease (including all exhibits, any Minor schedules, supplements, addenda or other agreements relating thereto) and a written notice from Borrower requesting Lender's approval to such Lease, and such Lease shall be deemed approved, if Lender does not disapprove such Lease within said ten (10) Business Day period provided such written notice conspicuously states, in large bold type, that "PURSUANT TO SECTION 5.1.20 OF THE LOAN AGREEMENT, THE LEASE SHALL BE DEEMED APPROVED IF LENDER DOES NOT RESPOND TO THE CONTRARY WITHIN TEN (10) BUSINESS DAYS OF LENDER'S RECEIPT OF SUCH LEASE AND WRITTEN NOTICE". Borrower shall furnish Lender with respect executed copies of all Leases. All renewals of Leases and all 41 proposed Leases shall provide for rental rates comparable to any of existing local market rates (unless such rental rates are otherwise set forth in the Property written after the date hereof shall not be subject Leases executed prior to the prior written approval of Lender if it shall be written substantially in accordance with a standard lease form approved by Lender and shall satisfy the other requirements hereofClosing Date). All proposed Leases shall be on commercially reasonable terms, terms and shall not contain any terms which would materially affect Lender’s 's rights under the Loan Documents and shall provide for rental rates comparable to existing local market ratesDocuments. All Major Leases executed after the date hereof Closing Date shall provide that they are subordinate to the Security Instrument Mortgage encumbering the Property and that the lessee tenant thereunder agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee tenant thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant tenant of any Leases Lease shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; providedPROVIDED, howeverHOWEVER, that no such termination or surrender of any Major Lease covering more than the Relevant Leasing Threshold will be permitted without the prior written consent of Lender which consent may be withheld in the sole discretion of Lender; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s 's interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan DocumentsDocuments without the prior written consent of Lender, which consent may be withheld in the sole discretion of Lender; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments assignment in connection with the Leases as Lender shall from time to time reasonably require. Notwithstanding the foregoing, Borrower may, without the prior written consent of Lender, terminate any Lease which demises less than the Relevant Leasing Threshold under any of the following circumstances: (i) the tenant under said Lease is in default beyond any applicable grace and cure period, and Borrower has the right to terminate such Lease; (ii) such termination is permitted by the terms of the Lease in question and Borrower has secured an obligation from a third party to lease the space under the Lease to be terminated at a rental equal to or higher than the rental due under the Lease to be terminated; and (iii) if the tenant under the Lease to be terminated, has executed a right under said Lease to terminate its lease upon payment of a termination fee to Borrower, and has in fact terminated its lease and paid said fee, Borrower may accept said termination.

Leasing Matters. Any Major Lease with respect to any of An Individual Borrower may enter into new Leases --------------- without the Property written after the date hereof shall be subject to the prior written approval consent of Lender. So long as no Event of Default is continuing, any Minor provided that each such new Lease with respect to any of the Property written after the date hereof shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with a standard lease form approved by Lender and shall satisfy the other requirements hereof. All Leases shall be on commercially reasonable terms, shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates and terms comparable to existing local market rates. All Major Leases executed after rates and terms (taking into account the date hereof shall provide that they are subordinate to type and quality of tenant, the Security Instrument term of the Lease, the tenant inducements or concessions under the Lease and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power size and quality of sale. Notwithstanding anything to the contrary contained hereindemised space), all Leases with Tenants that are Affiliates of Borrower shall be subject to arm's-length transactions with bona fide, independent third party tenants and shall be written on the prior written consent standard form of Lenderlease which shall have been approved by Lender in its reasonable discretion, without any change thereto that would have a material adverse effect on the value of the related Individual Property or materially and adversely affect the value of the Lease as security for the Debt. Upon request, Borrower shall furnish Lender with executed copies of all Leases. In addition, all renewals of Leases and all proposed leases shall provide for rental rates and terms comparable to existing local market rates and terms (taking into account the type and quality of tenant, the term of the Lease, the tenant inducements or concessions under the Lease and the size and quality of the demised space) and shall be arm's-length transactions with bona fide, independent third party tenants. All Leases shall provide that they are subordinate to the Mortgage with respect to the related Individual Property and that the tenant agrees to attorn to Lender, unless Lender agrees otherwise. Borrower (i) shall observe and perform in all material respects all the material obligations imposed upon the lessor landlord under the Leases in a commercially reasonable mannerand shall not do or permit to be done anything to materially and adversely affect the value of the Leases as security for the Debt; (ii) shall promptly send copies to Lender of all notices of default which Borrower shall send or receive thereunder; (iii) shall enforce and may amend or terminate all of the material 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 and in a manner not performed, short of termination thereof, which Borrower deems reasonably prudent to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted without the prior written consent of Lenderenforce; (iiiiv) shall not collect any of the rents Rents more than one (1) month in advance (other than security deposits)of when due under the applicable Lease; (ivv) shall not execute any other assignment of the lessor’s 's interest in the Leases or the Rents and (except as contemplated by the Loan Documents); (vvi) shall not, without the prior written consent of Lender, amend, modify, waive the provisions of, terminate, reduce the rents under or shorten the term of any Lease. Notwithstanding the foregoing, an Individual Borrower may, without Lender's consent (y) amend, modify or waive the provisions of any Leases if such action does not have a material adverse effect upon the value of the related Individual Property (taking into account the circumstances of the affected Lease) and (z) terminate, reduce the rents under or shorten the term of any Leases if such action (taking into account the planned alternative use of the related demised space and the circumstances of the affected Lease) does not materially and adversely affect the value of the related Individual Property. No Individual Borrower shall, without the prior consent of Lender (A) alter, modify or change the terms of any guaranty, letter of credit or other credit support with respect to the Leases in (a manner inconsistent with "LEASE GUARANTY") or cancel or terminate such -------------- Lease Guaranty (other than such an action required by the provisions terms of such Lease Guaranty or the related Lease) if such action could materially and adversely affect the value of the Loan Documents; and related Individual Property, or (viB) shall execute and deliver at the request consent to any assignment of Lender all such further assurances, confirmations and assignments in connection with or subletting under the Leases as Lender shall from time to time reasonably requirenot in accordance with their terms if such action could materially and adversely affect the value of the related Individual Property.

Leasing Matters. Any Major Lease renewals of Leases or Leases with respect to any of the an Individual Property written after the date hereof shall be subject to approved by Lender, which approval shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the prior written approval foregoing, (i) renewals of Lender. So long as no Event of Default is continuing, any Minor Lease with respect to any of the Property written after the date hereof Leases and proposed Minor Leases shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with a standard lease form approved by Lender and shall satisfy the (ii) renewals of Leases (other requirements hereof. All than Minor Leases) and proposed Leases shall be on commercially reasonable terms, (other than Minor Leases) shall not contain any terms which would materially affect be subject to the prior approval of Lender’s rights , provided that (A) the rental income pursuant to the renewal or proposed Lease does not exceed ten percent (10%) of the total rental income derived from the applicable Individual Property, (B) the premises demised, pursuant to the Lease to be renewed or the proposed Lease constitutes less than ten percent (10%) of the total leaseable area of the related Individual Property, (C) no rent credits, free rents or concessions are granted under the Loan Documents and shall provide renewal or proposed Lease, (D) the renewal or proposed Lease provides for rental rates and other terms comparable to existing local market rates. All Major Leases executed after rates and terms, (E) the date hereof shall provide renewal or proposed Lease is an arm's-length transaction with a bona fide, independent third-party tenant, on commercially reasonable terms and does not contain any terms that they are would materially affect Lender's rights under the Loan Documents, (F) the renewal or proposed Lease is subject and subordinate to the Security Instrument Mortgage with respect to the related Individual Property and that the lessee tenant thereunder agrees to attorn to Lender or any purchaser at a sale and (G) the proposed Lease is written on the standard form of lease which shall have been approved by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. All renewals of Leases and all proposed Leases shall provide for rental rates comparable to existing local market rates, shall be arm's-length transactions with bona fide, independent third-party tenants, shall be on commercially reasonable terms and shall not contain any terms that would materially affect Lender's rights under the Loan Documents. 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. Borrower (i1) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii2) shall enforce and may amend or terminate 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 and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted without the prior written consent of Lendermanner; (iii3) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv4) shall not execute any other assignment of lessor’s 's interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v5) shall not alter, modify or change the terms of the Leases any Lease in a manner inconsistent with the provisions of the Loan Documents; (6) shall make no material change to the standard form of lease approved by Lender without Lender's prior written approval and (vi7) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the Leases as Lender shall from time to time reasonably require.

Leasing Matters. Any Major Lease with respect to any of the Property written after the date hereof Leases shall be subject to the prior written approval of Lender. So long as no Event of Default is continuing, any Minor Lease with respect to any of the Property written after the date hereof which approval shall not be subject to the prior written unreasonably withheld, conditioned or delayed; provided, however, that Lender’s approval of any Major Lease shall not be required if Borrower satisfies the following conditions: (i) such Major Lease provides for net effective rent of at least 90% of the net effective rent of the existing Lease for the leased premises, (ii) the term of such Major Lease is at least five (5) years and (iii) Borrower delivers to Lender if it an Officer’s Certificate certifying that the requirements in the preceding clauses (i) and (ii) have been satisfied. Upon written request, Xxxxxxxx shall be written substantially in accordance furnish Lender with a standard lease form approved by Lender and shall satisfy the other requirements hereofexecuted copies of all Leases not previously delivered to Lender. 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, terms and shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market ratesDocuments. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument 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. Notwithstanding anything ; provided that Xxxxxx agrees that it shall, at the written request and expense of Borrower, enter into a subordination, non-disturbance and attornment agreement with any Tenant under a Lease, on Lender’s customary form with such changes as are reasonably satisfactory to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leasesand such Tenant. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate 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 and in a manner not reasonably likely to materially impair the value of the Individual Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases 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 that, except for an as-of-right termination exercised by a Tenant under its Lease, no such termination or surrender of any Major Lease or any Lease for all or substantially all of the Improvements at an Individual Property will be permitted without the prior written consent of LenderLender (such consent not to be unreasonably withheld, conditioned or delayed); (iii) shall not collect any of the rents more than one (1) month in advance (other than security depositsdeposits and Lease Termination Payments which constitute prepaid Rents) other than the following Leases, which Lender acknowledges and agreed are paid on a quarterly basis: (A) Grande Communications Networks, Inc. (000 Xxxxxxx Xxxxxx, San Marcos, TX 78666 ) and (B) Cofinity, Inc. (00000 Xxxxxxxxxxxx Xxx, Xxxxxxxxxx, XX 00000); (iv) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); and (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents; . Notwithstanding anything to the contrary contained herein, all new Leases and (vi) all amendments, modifications, extensions, and renewals of existing Leases with Tenants that are Affiliates of Borrower shall execute be subject to the prior written consent of Lender. As of the Closing Date and deliver as of the Funding Date, there are no Affiliated Tenants at the request Property. Lender hereby approves the BCBS Lease Modifications; provided, however, that (i) Borrower shall promptly provide Lender with copies of Lender all such further assurances, confirmations and assignments any definitive agreements entered into in connection with the Leases as Lender BCBS Lease Modifications and (ii) if there are any material changes to the economic terms or material non-economic terms described in the BCBS LOI, then such changes shall from time be subject to time reasonably requireLender’s prior written approval, not to be unreasonably withheld, conditioned or delayed. For clarity, the Lease Termination Payments made in connection with the BCBS Lease Modifications shall be applied pro rata to reduce the Release Amounts and the Mezzanine Release Amounts for the applicable Individual Properties.

Leasing Matters. Any (a) Borrower or Operating Lessee may enter into a proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a Major Lease with respect to any of the Property written after the date hereof shall be subject to the prior written approval of Lender. So long as no Event of Default is continuing, any Minor Lease with respect to any of the Property written after the date hereof shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with a standard lease form approved by Lender and shall satisfy the other requirements hereof. All Leases shall be on commercially reasonable terms, shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market rates. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate 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 and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted 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 is executed by Borrower or Operating Lessee (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 that, to Borrower’s knowledge, shall not use its demised premises in the conduct of any business or activity in violation of the Controlled Substances Act, (iii) shall does not collect contain any of the rents more than one (1) month in advance (other than security deposits); terms which would reasonably be expected to have or do have a Material Adverse Effect, (iv) shall not execute is subject and subordinate to the Mortgages and the Tenant thereunder agrees to attorn to Lender and any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); purchaser at a foreclosure sale and (v) does not contain any option, offer, right of first refusal, right of first offer or other similar right to acquire all or any portion of any Individual Property. Each Major Lease and all other proposed Leases which do not satisfy the requirements set forth in this subsection (including, without limitation, any material modification or termination not due to a tenant default under a Major Lease), unless Manager has the right to enter into such Lease without Borrower’s or Operating Lessee’s prior written consent pursuant to the Management Agreement (each a “Required Approval Lease”) shall be subject to the prior approval of Lender, such approval not alterto be unreasonably withheld, modify conditioned or change the terms delayed. Borrower shall promptly deliver to Lender copies of all Leases which are entered into pursuant to this subsection together with Borrower’s certification that it or Operating Lessee has satisfied all of the Leases in a manner inconsistent conditions of this Section. Borrower shall pay the actual out-of-pocket third party costs and expenses associated with the provisions Lxxxxx’s, its counsel’s or its servicer’s review of the Loan Documents; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the Leases as Lender shall from time to time reasonably requireany Lease for which Lxxxxx’s consent may be required under this Section 5.13.

Leasing Matters. Any Major Lease Leases with respect to any of the Property written after the date hereof Closing Date for more than the Relevant Leasing Threshold square footage shall be subject to the prior written approval of Lender, which approval may be given or withheld in the sole discretion of Lender. So long as no Event Lender shall approve or disapprove any such Lease within ten (10) Business Days of Default is continuingLender's receipt of a final execution draft of such Lease (including all exhibits, any Minor schedules, supplements, addenda or other agreements relating thereto) and a written notice from Borrower requesting Lender's approval to such Lease, and such Lease shall be deemed approved, if Lender does not disapprove such Lease within said ten (10) Business Day period PROVIDED such written notice conspicuously states, in large bold type, that "PURSUANT TO SECTION 5.1.20 OF THE LOAN AGREEMENT, THE LEASE SHALL BE DEEMED APPROVED IF LENDER DOES NOT RESPOND TO THE CONTRARY WITHIN TEN (10) BUSINESS DAYS OF LENDER'S RECEIPT OF SUCH LEASE AND WRITTEN NOTICE". Borrower shall furnish Lender with respect executed copies of all Leases. All renewals of Leases and all proposed Leases shall provide for rental rates comparable to any of existing local market rates (unless such rental rates are otherwise set forth in the Property written after the date hereof shall not be subject Leases executed prior to the prior written approval of Lender if it shall be written substantially in accordance with a standard lease form approved by Lender and shall satisfy the other requirements hereofClosing Date). All proposed Leases shall be on commercially reasonable terms, terms and shall not contain any terms which would materially affect Lender’s 's rights under the Loan Documents and shall provide for rental rates comparable to existing local market ratesDocuments. All Major Leases executed after the date hereof Closing Date shall provide that they are subordinate to the Security Instrument Mortgage encumbering the Property and that the lessee tenant thereunder agrees to attorn to Lender or any purchaser at a sale by 40 foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee tenant thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant tenant of any Leases Lease shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; providedProperty PROVIDED, howeverHOWEVER, that no such termination or surrender of any Major Lease covering more than the Relevant Leasing Threshold will be permitted without the prior written consent of Lender which consent may be withheld in the sole discretion of Lender; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s 's interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan DocumentsDocuments without the prior written consent of Lender, which consent may be withheld in the sole discretion of Lender; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments assignment in connection with the Leases as Lender shall from time to time reasonably require. Notwithstanding the foregoing, Borrower may, without the prior written consent of Lender, terminate any Lease which demises less than the Relevant Leasing Threshold under any of the following circumstances: (i) the tenant under said Lease is in default beyond any applicable grace and cure period, and Borrower has the right to terminate such Lease; (ii) such termination is permitted by the terms of the Lease in question and Borrower has secured an obligation from a third party to lease the space under the Lease to be terminated at a rental equal to or higher than the rental due under the Lease to be terminated; and (iii) if the tenant under the Lease to be terminated, has executed a right under said Lease to terminate its lease upon payment of a termination fee to Borrower, and has in fact terminated its lease and paid said fee, Borrower may accept said termination.

Leasing Matters. Any Major Lease Leases with respect to any of the Property written after the date hereof Closing Date for more than the Relevant Leasing Threshold square footage shall be subject to the prior written approval of Lender, which approval may be given or withheld in the sole discretion of Lender. So long as no Event Lender shall approve or disapprove any such Lease within ten (10) Business Days of Default is continuingLender's receipt of a final execution draft of such Lease (including all exhibits, any Minor schedules, supplements, addenda or other agreements relating thereto) and a written notice from Borrower requesting Lender's approval to such Lease, and such Lease shall be deemed approved, if Lender does not disapprove such Lease within said ten (10) Business Day period PROVIDED such written notice conspicuously states, in large bold type, that "PURSUANT TO SECTION 5.1.20 OF THE LOAN AGREEMENT, THE LEASE SHALL BE DEEMED APPROVED IF LENDER DOES NOT RESPOND TO THE CONTRARY WITHIN TEN (10) BUSINESS DAYS OF LENDER'S RECEIPT OF SUCH LEASE AND WRITTEN NOTICE". Borrower shall furnish Lender with respect executed copies of all Leases. All renewals of Leases and all proposed Leases shall provide for rental rates comparable to any of existing local market rates (unless such rental rates are otherwise set forth in the Property written after the date hereof shall not be subject Leases executed prior to the prior written approval of Lender if it shall be written substantially in accordance with a standard lease form approved by Lender and shall satisfy the other requirements hereofClosing Date). All proposed Leases shall be on commercially reasonable terms, terms and shall not contain any terms which would materially affect Lender’s 's rights under the Loan Documents and shall provide for rental rates comparable to existing local market ratesDocuments. All Major Leases executed after the date hereof Closing Date shall provide that they are subordinate to the Security Instrument Mortgage encumbering the Property and that the lessee tenant thereunder agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee tenant thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant tenant of any Leases Lease shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; providedProperty PROVIDED, howeverHOWEVER, that no such termination or surrender of any Major Lease covering more than the Relevant Leasing Threshold will be permitted without the prior written consent of Lender which consent may be withheld in the sole discretion of Lender; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s 's interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan DocumentsDocuments without the prior written consent of Lender, which consent 40 may be withheld in the sole discretion of Lender; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments assignment in connection with the Leases as Lender shall from time to time reasonably require. Notwithstanding the foregoing, Borrower may, without the prior written consent of Lender, terminate any Lease which demises less than the Relevant Leasing Threshold under any of the following circumstances: (i) the tenant under said Lease is in default beyond any applicable grace and cure period, and Borrower has the right to terminate such Lease; (ii) such termination is permitted by the terms of the Lease in question and Borrower has secured an obligation from a third party to lease the space under the Lease to be terminated at a rental equal to or higher than the rental due under the Lease to be terminated; and (iii) if the tenant under the Lease to be terminated, has executed a right under said Lease to terminate its lease upon payment of a termination fee to Borrower, and has in fact terminated its lease and paid said fee, Borrower may accept said termination.

Leasing Matters. Any Major Lease Contributor shall pay all tenant allowances, leasing commissions, construction costs, legal costs and other tenant inducement costs with respect to any Leases identified on Schedule 2.9(a) and shall also pay all tenant allowances and other tenant inducement costs which are owing or become owing under all Leases entered into, and under all Lease renewals exercised, prior to May 1, 1998; and the Partnership shall be entitled to a credit at Closing for all such allowances and other costs that have not been paid in full prior to the Closing Date (which credit shall reduce the Net Asset Value), whether or not such allowances and other costs are then payable or the Lease or Lease renewal to which they relate has been consummated, delayed or abandoned (and following Closing the Partnership shall be responsible for the costs for which it has received a credit). From and after and subject to the occurrence of Closing, the Partnership shall pay the cost of the Property written tenant allowances and other tenant inducement costs that are owing or become owing under the Leases identified on Schedule 2.9(b) attached hereto and under any other Leases entered into on or after May 1, 1998 provided the date hereof same were pre-approved by the Partnership in accordance with the terms hereof; and Contributor shall be subject entitled to a credit at Closing for such amounts that have been paid prior to the Closing Date (which credit shall increase the Net Asset Value). Contributor shall obtain the prior written approval of Lender. So long as no Event of Default is continuingthe Partnership for any and all plans and specifications, any Minor Lease with respect budgets, Leases and contracts (including without limitation construction contracts) relating to any of the Property written after the date hereof matters described in this Section 2.9, which approval shall not be subject unreasonably withheld or delayed. Any such contract (other than Leases) which is executed prior to Closing shall be deemed to be a "Contract" hereunder. Contributor shall obtain the prior written approval of Lender if it shall be written substantially the Partnership for any and all Leases relating to the matters described in accordance with a standard lease form approved by Lender and shall satisfy the other requirements hereof. All this Section 2.9 including without limitation any Leases shall be entered into on commercially reasonable termsor after May 1, 1998, which approval shall not contain any terms which would materially affect Lender’s rights be unreasonably withheld or delayed. If the Partnership does not respond to a request for an approval under the Loan Documents and this subparagraph (d) within ten (10) business days, such approval shall provide for rental rates comparable to existing local market rates. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall conclusively be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate 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 and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted without the prior written consent of Lender; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the Leases as Lender shall from time to time reasonably requirepresumed.

Leasing Matters. Any Major (a) Borrower may permit Operating Lessee to enter into a proposed Lease with respect to any (including the renewal or extension of the Property written after the date hereof shall be subject to the prior written approval of Lender. So long as no Event of Default is continuing, any Minor an existing Lease with respect to any of the Property written after the date hereof shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with (a standard lease form approved by Lender and shall satisfy the other requirements hereof. All Leases shall be on commercially reasonable terms, shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market rates. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i“Renewal Lease”)) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate 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 and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted 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 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) shall does not collect any have a materially adverse effect on the value of the rents more than one (1) month in advance (other than security deposits); related Individual Property taken as a whole, (iv) shall not execute any other assignment of lessor’s interest in is subject and subordinate to the Leases or Mortgage and the Rents (except as contemplated by the Loan Documents); Tenant thereunder agrees to attorn to Lender, (v) shall does not altercontain any option, modify offer, right of first refusal, or change the terms other similar right to acquire all or any portion of the Leases in a manner inconsistent with the provisions of the Loan Documents; and related Individual Property, (vi) has a base term of less than the term of the applicable Operating Lease, (vii) has no rent, credits, free rents or concessions granted thereunder that Lender deems unacceptable in its reasonable discretion, (viii) is written on a form of lease reasonably acceptable to Lender, and (ix) when taken together with the square footage leased or subleased under any other Lease or Renewal Lease at any Individual Property does not exceed 10,000 square feet of such Individual Property. All proposed Leases or Renewals which do not satisfy the requirements set forth in this subsection shall execute and deliver at be subject to the request prior approval of Lender all such further assurancesand its counsel, confirmations which consent shall not be unreasonably withheld and assignments Borrower shall reimburse Lender for its actual reasonable out of pocket costs and expenses (including reasonable attorneys’ fees) incurred by Lender in connection with such proposed Lease. Borrower shall promptly deliver to Lender copies of all Leases which are entered into pursuant to this subsection together with Borrower’s certification that it has satisfied all of the Leases as Lender shall from time to time reasonably requireconditions of this Section.

Leasing Matters. Any (a) Borrower or Operating Lessee may enter into a proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a Major Lease with respect to any of the Property written after the date hereof shall be subject to the prior written approval of Lender. So long as no Event of Default is continuing, any Minor Lease with respect to any of the Property written after the date hereof shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with a standard lease form approved by Lender and shall satisfy the other requirements hereof. All Leases shall be on commercially reasonable terms, shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market rates. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate 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 and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted 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 is executed by Borrower or Operating Lessee (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) shall does not collect contain any of the rents more than one (1) month in advance (other than security deposits); terms which would reasonably be expected to have or do have a Material Adverse Effect, (iv) shall not execute is subject and subordinate to the Mortgages and the Tenant thereunder agrees to attorn to Lender and any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); purchaser at a foreclosure sale and (v) does not contain any option, offer, right of first refusal, right of first offer or other similar right to acquire all or any portion of any Individual Property. Each Major Lease and all other proposed Leases which do not satisfy the requirements set forth in this subsection (each a “Required Approval Lease”) shall not alter, modify be subject to the prior approval of Lender. Borrower shall promptly deliver to Lender copies of all Leases which are entered into pursuant to this subsection together with Borrower’s certification that it or change the terms Operating Lessee has satisfied all of the Leases in a manner inconsistent conditions of this Section. Borrower shall pay the costs and expenses associated with the provisions Lender’s counsel review of the Loan Documents; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the Leases as Lender shall from time to time reasonably requireany Lease for which Lender’s consent may be required under this Section 5.13.

Leasing Matters. Any Major (a) Borrower may enter into a proposed Lease with respect to any (including the renewal or extension of the Property written after the date hereof shall be subject to the prior written approval of Lender. So long as no Event of Default is continuing, any Minor an existing Lease with respect to any of the Property written after the date hereof shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with (a standard lease form approved by Lender and shall satisfy the other requirements hereof. All Leases shall be on commercially reasonable terms, shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market rates. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to “Renewal Lease”)) without the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower provided such proposed Lease or Renewal Lease (i) shall observe provides for rental rates and perform terms comparable to existing local market rates and terms (taking into account the obligations imposed upon type and quality of the lessor under tenant) as of the Leases date such Lease is executed by Borrower (unless, in the case of a commercially reasonable manner; 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) shall enforce and may amend or terminate the termsis an arm’s- length transaction with a bona fide, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in independent third party tenant, (iii) does not have a commercially reasonable manner and in a manner not to impair materially adverse effect on the value of the Property involved except that no termination by Borrower taken as a whole, (iv) is subject and subordinate to the Mortgage and the Tenant thereunder agrees to attorn to Lender and Lender agrees not to disturb such Tenant as long as such Tenant is not in default under its Lease, (v) does not contain any option, offer, right of first refusal, or acceptance other similar right to acquire all or any portion of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no to the extent that Borrower enters into a Renewal Lease with FFIC, such termination or surrender Renewal Lease may contain the same right of any Major Lease will be permitted without the prior written consent of Lender; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s interest first refusal appearing in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alterFFIC Lease, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents; and (vi) has a base term of less than fifteen (15) years including options to renew, (vii) has no rent credits, free rents or concessions granted thereunder not consistent with local market rates and terms, and (viii) is written on the standard form of lease approved by Lender, which approval shall execute and deliver at not be unreasonably withheld, conditioned or delayed. All proposed Leases which do not satisfy the request requirements set forth in this subsection shall be subject to the prior approval of Lender and its counsel, at Borrower’s expense. Borrower shall promptly deliver to Lender copies of all such further assurances, confirmations and assignments in connection Leases which are entered into pursuant to this subsection together with Borrower’s certification that it has satisfied all of the Leases as Lender shall from time to time reasonably requireconditions of this Section.

Leasing Matters. Any Major Lease Leases with respect to any of the Property written after the date hereof hereof, for more than the Relevant Leasing Threshold square footage, shall be subject to the prior written approval of Lender, which approval may be given or withheld in the sole discretion of Lender. So long as no Event Lender shall approve or disapprove any such Lease within ten (10) Business Days of Default is continuingLender’s receipt of a final execution draft of such Lease (including all exhibits, any Minor schedules, supplements, addenda or other agreements relating thereto) and a written notice from Borrower requesting Lender’s approval to such Lease, and such Lease shall be deemed approved, if Lender does not disapprove such Lease within said ten (10) Business Day period provided such written notice conspicuously states, in large bold type, that “PURSUANT TO SECTION 5.1.20 OF THE LOAN AGREEMENT, THE LEASE SHALL BE DEEMED APPROVED IF LENDER DOES NOT RESPOND TO THE CONTRARY WITHIN TEN (10) BUSINESS DAYS OF LENDER’S RECEIPT OF SUCH LEASE AND WRITTEN NOTICE.” Borrower shall furnish Lender with respect executed copies of all Leases. All renewals of Leases and all proposed Leases shall provide for rental rates comparable to any of existing local market rates (unless such rental rates are otherwise set forth in the Property written after Leases executed prior to the date hereof shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with a standard lease form approved by Lender and shall satisfy the other requirements hereof). All proposed Leases shall be on commercially reasonable terms, terms and shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market ratesDocuments. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument Mortgage encumbering the Property and that the lessee tenant thereunder agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee tenant thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant tenant of any Leases Lease shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; Property provided, however, that no such termination or surrender of any Major Lease covering more than the Relevant Leasing Threshold will be permitted without the prior written consent of Lender which consent may be withheld in the sole discretion of Lender; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan DocumentsDocuments without the prior written consent of Lender, which consent may be withheld in the sole discretion of Lender; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments assignment in connection with the Leases as Lender shall from time to time reasonably require. Notwithstanding the foregoing, Borrower may, without the prior written consent of Lender, terminate any Lease which demises less than the Relevant Leasing Threshold under any of the following circumstances: (i) the tenant under said Lease is in default beyond any applicable grace and cure period, and Borrower has the right to terminate such Lease; (ii) such termination is permitted by the terms of the Lease in question and Borrower has secured an obligation from a third party to lease the space under the Lease to be terminated at a rental equal to or higher than the rental due under the Lease to be terminated; and (iii) if the tenant under the Lease to be terminated has executed a right under said Lease to terminate its lease upon payment of a termination fee to Borrower, and has in fact terminated its lease and paid said fee, Borrower may accept said termination.

Leasing Matters. Any Major (a) With respect to the Property, Borrower may enter into a proposed Lease (including the 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 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 arms-length transaction with a bona fide, independent third party tenant, (iii) does not, in Borrower’s commercially reasonable judgment, have a Material Adverse Effect, (iv) is subject and subordinate to the Security Instrument and the lessee thereunder agrees to attorn to Lender, (v) is written on the standard form of lease approved by Lender (other than a Renewal Lease, which shall be in the form of the existing lease being renewed or extended and may include commercially reasonable modifications that do not alter in any material adverse respect the provisions relating to subordination and attornment or other form reasonably acceptable to Lender, or, with respect to any of proposed Lease, factual information with respect to the Property written after tenant and other commercially reasonable modifications as reasonably determined by Borrower, provided that in no event shall such modifications alter in any material adverse respect the date hereof standard lease provisions relating to subordination and attornment), and (vi) is not a Major Lease. All proposed Leases which do not satisfy the requirements set forth in this Section 5.1.17(a) shall be subject to the prior written approval of Lender. So long as no Event , which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that any “month-to-month” license or similar agreement that is terminable on written notice of Default is continuing, any Minor thirty (30) days or less shall not be considered a Lease with respect to any for purposes of the Property written after the date hereof this Section 5.1.17 and shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with so long as such license or similar agreement does not constitute a standard lease form approved by Lender and shall satisfy the other requirements hereofMajor Lease. All Leases shall be on commercially reasonable terms, shall not contain any terms which would materially affect At Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market rates. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish promptly deliver to Lender with executed copies of all Leases. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate the terms, covenants and conditions contained in the Leases upon the part which are entered into pursuant to this Subsection together with Borrower’s certification that it has satisfied all of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value conditions of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted without the prior written consent of Lender; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the Leases as Lender shall from time to time reasonably requirethis Section 5.1.17.

Leasing Matters. Any Major Lease with respect Except as otherwise consented to any of the Property written after the date hereof shall be subject to the prior written approval of by Lender. So long as no Event of Default is continuing, any Minor Lease with respect to any of the Property written after the date hereof shall not be subject to the prior written approval of Lender if it all Leases hereafter entered into shall be written substantially in accordance with a on the standard form of lease form which shall have been approved by Lender and shall satisfy the other requirements hereof. All Leases shall be on commercially in its reasonable terms, shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market rates. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lenderdiscretion. Upon request, Borrower shall furnish Lender with executed copies of all Leases. No material changes may be made to the Lender-approved standard lease without the prior written consent of Lender, provided, however, that changes in such form may be made in the course of negotiation of non-Material Lease without obtaining Lender's consent. In addition, all renewals of Leases and all proposed leases shall provide for rental rates and terms comparable to existing local market rates and terms and shall be arms-length transactions with bona fide, independent third party tenants. Lender reserves the right to notify Borrower of its desire to have the right to approve any renewals of Leases and all proposed leases, both as to form and content, for tenancies (when taken together with other leases by the same tenant or its Affiliates at the same Individual Property) which exceed 8,000 square feet or where the base annual rental thereunder shall exceed ten percent (10%) of the aggregate annual base rent then payable at the Individual Property involved (herein, a "Material Lease") in which event, no such lease or renewal shall be entered into without the consent of Lender, which consent shall not be unreasonably withheld provided, however, if Lender does not respond to a request for approval within five (5) Business Days from the date Lender receives the request with a full copy of the Lease, such Lease shall be deemed approved. All Leases shall provide that they are subordinate to the Mortgage with respect to the related Individual Property and that the tenant agrees to attorn to Lender. Borrower (i) shall observe and perform all the obligations imposed upon the lessor landlord under the Leases so long as the tenant is not in a commercially reasonable mannerdefault thereunder beyond any applicable notice and grace period; (ii) shall promptly send copies to Lender of all notices of default which Borrower shall send or receive thereunder; (iii) shall enforce and may amend or terminate all of 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 and in a manner not to impair the value performed, short of the Property involved except that no termination by thereof; Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; providedmay terminate, however, that no such termination or surrender any non-Material Lease as the result of any Major Lease will be permitted without the prior written consent of Lendera default by lessee thereunder; (iiiiv) shall not collect any of the rents Rents more than one (1) month in advance of when due under the applicable Lease; and (other than security deposits); (ivv) shall not execute any other assignment of the lessor’s 's interest in the Leases or the Rents (except as contemplated by Rents. In addition, with respect to any Material Lease, Borrower shall not, without the Loan Documents); (v) prior written consent of Lender, which consent shall not be unreasonably withheld, (A) alter, modify or change the terms of the Leases in (except, failure of Lender to respond to a manner inconsistent request with respect thereto, within five Business Days after receipt of such request, will be deemed approved), or cancel or terminate the provisions Leases or accept a surrender thereof or convey or transfer or suffer or permit a conveyance or transfer of the Loan Documents; Land or of any interest therein so as to effect a merger of the estates and rights of, or a termination or diminution of the obligations of, lessees thereunder, (viB) shall execute and deliver at alter, modify or change the request terms of Lender all such further assurancesany guaranty, confirmations and assignments in connection letter of credit or other credit support with respect to the Leases as Lender shall from time (a "Lease Guaranty") or cancel or terminate such Lease Guaranty, or (C) consent to time reasonably require.any assignment of or subletting under the Leases not in accordance with their terms. (s)

Leasing Matters. Any Major Lease Leases with respect to any of the Property written after the date hereof hereof, for more than the Relevant Leasing Threshold square footage, shall be subject to the prior written approval of Lender, which approval may be given or withheld in the sole discretion of Lender. So long as no Event Lender shall approve or disapprove any such Lease within ten (10) Business Days of Default is continuingLender's receipt of a final execution draft of such Lease (including all exhibits, any Minor schedules, supplements, addenda or other agreements relating thereto) and a written notice from Borrower requesting Lender's approval to such Lease, and such Lease shall be deemed approved, if Lender does not disapprove such Lease within said ten (10) Business Day period PROVIDED such written notice conspicuously states, in large bold type, that "PURSUANT TO SECTION 5.1.20 OF THE LOAN AGREEMENT, THE LEASE SHALL BE DEEMED APPROVED IF LENDER DOES NOT RESPOND TO THE CONTRARY WITHIN TEN (10) BUSINESS DAYS OF LENDER'S RECEIPT OF SUCH LEASE AND WRITTEN NOTICE." Borrower shall furnish Lender with respect executed copies of all Leases. All renewals of Leases and all proposed Leases shall provide for rental rates comparable to any of existing local market rates (unless such rental rates are otherwise set forth in the Property written after Leases executed prior to the date hereof shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with a standard lease form approved by Lender and shall satisfy the other requirements hereof). All proposed Leases shall be on commercially reasonable terms, terms and shall not contain any terms which would materially affect Lender’s 's rights under the Loan Documents and shall provide for rental rates comparable to existing local market ratesDocuments. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument Mortgage encumbering the Property and that the lessee tenant thereunder agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee tenant thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant tenant of any Leases Lease shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; providedProperty PROVIDED, howeverHOWEVER, that no such termination or surrender of any Major Lease covering more than the Relevant Leasing Threshold will be permitted without the prior written consent of Lender which consent may be withheld in the sole discretion of Lender; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s 's interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan DocumentsDocuments without the prior written consent of Lender, which consent may be withheld in the sole discretion of Lender; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments assignment in connection with the Leases as Lender shall from time to time reasonably require. Notwithstanding the foregoing, Borrower may, without the prior written consent of Lender, terminate any Lease which demises less than the Relevant Leasing Threshold under any of the following circumstances: (i) the tenant under said Lease is in default beyond any applicable grace and cure period, and Borrower has the right to terminate such Lease; (ii) such termination is permitted by the terms of the Lease in question and Borrower has secured an obligation from a third party to lease the space under the Lease to be terminated at a rental equal to or higher than the rental due under the Lease to be terminated; and (iii) if the tenant under the Lease to be terminated has executed a right under said 39 Lease to terminate its lease upon payment of a termination fee to Borrower, and has in fact terminated its lease and paid said fee, Borrower may accept said termination.

Leasing Matters. Any Major Attached hereto as Schedule 3.2(j)(v) is a rent roll covering each Company Property (the "Company Rent Roll") which the Company Rent Roll is true, complete and correct as of October 31, 1997 in all material respects. The Company Rent Roll attached as Schedule 3.2(j)(v) shall be updated to a date not more than five (5) Business Days prior to the Closing, and it shall be a condition to the Contributors' obligation to close that such updated rent roll shall not show any material variations from the attached Company Rent Roll other than variations in the ordinary course of the BPP's and its Subsidiaries business, which variations from the version of the Rent Roll attached hereto as Schedule 3.2(j)(vi) do not have a material adverse effect on the Company Properties. As of the date thereof, the Rent Roll lists all Company Leases for any portion of each Company Property or otherwise affecting each Company Property, and is accurate and complete in all material respects as of the date of the Company Rent Roll. The copies of the Company Leases which have been delivered or made available to the Contributors are true, correct and complete, and constitute all outstanding Company Leases known to BPP relating to each Company Property. BPP shall promptly provide true, complete and correct copies of any Company Leases entered into after the date of this Agreement to the Contributors. Each Company Lease (i) is in full force and effect with respect to BPP or the applicable Subsidiary, and, to BPP's knowledge, the applicable tenant; and (ii) constitutes the entire agreement between BPP and the applicable Subsidiary and such tenant with respect to the applicable Company Property and includes any other agreements between such parties related in any way to such Property. Except as set forth on the Company Rent Roll, Schedule 3.2(j)(v), or the Capital Expenditure Budget and Schedule, all tenant improvements and other improvements required to be furnished, constructed or installed or paid for by BPP or a Subsidiary as landlord under each Company Lease (and to BPP's knowledge, by any predecessor landlord under such Company Lease) has been fully performed and has been fully paid or will be fully performed and paid on or before the Closing Date except as otherwise expressly indicated on the Company Rent Roll, Schedule 3.2(j)(v) or the Capital Expenditure Budget and Schedule. To BPP's knowledge, neither BPP nor any Subsidiary is in default in the performance of any 62 material obligation under any of the Company Leases (or any agreements incorporated therein by reference) and BPP has no knowledge of any circumstances which, with the passage of time or the giving of notice, or both, would constitute an event of default by landlord under any of the Company Leases. Except as set forth on the Rent Rolls or Schedule 3.2(j)(v), to BPP's knowledge, no tenant is in monetary default beyond 30 days or material nonmonetary default under its Company Lease. Except as indicated in the Company Rent Roll or Schedule 3.2(j)(v), (x) no advance rent or other payment has been made with respect to any Company Lease except rental for the current month other than security deposits in the ordinary course, (y) no tenant which is currently paying rent, or which is reflected in BPP's balance sheets, financial statements, other operating statements or Company Reports as paying rent, is entitled to any unexpired free rent period or other unexpired concession under its Company Lease and (z) there is no obligation under the Company Lease for the refunding of a security deposit. Except as otherwise expressly set forth in the Company Rent Roll or as set forth on Schedule 3.2(j)(v), to BPP's knowledge there are no actions, voluntary or involuntary, pending against any tenant under any bankruptcy or insolvency laws. Except as shown on the Company Rent Roll, on Schedule 3.2(j)(v), or in any of the Company Leases and except for certain rights of first refusal which are set forth in the sections of the partnership agreements referenced in Schedule 3.2(a)(v) and which relate to partnerships in which BPP and the Subsidiaries collectively, directly or indirectly, own less than a 100% interest, neither BPP nor any Subsidiary has granted to any Person (including, without limitation, tenants under Company Leases) or any option or right of first refusal, first offer or first opportunity or comparable right to acquire any interest in any Company Property written after or any portion thereof, and BPP has no knowledge that any other Person has granted any such option or right of first refusal or first opportunity to acquire which remains in force and effect. In addition, and without limiting the date hereof shall be subject to generality of the prior written approval of Lender. So long as no Event of Default is continuingforegoing, any Minor Lease with respect to each Company Lease for premises larger than 10,000 square feet of rentable space (collectively, the "Material Company Leases"), except as set forth in Exhibit 3.2(j)(vi) or in the Company Rent Rolls, (i) no tenant under any Material Company Lease is more than 30 days in arrears in the payment of base rent, and (ii) no tenant under any of the Material Company Leases has any options, rights of first offer, rights of first refusal or first opportunity or comparable rights to purchase any portion of any Company Property. None of the Material Company Leases and none of the rents or other amounts payable thereunder has been assigned, pledged or encumbered except in connection with financing secured by the applicable Company Property written after which is described in Section 3.2(j)(xii). Other than the date hereof shall not tenants identified in the Company Rent Rolls, licensees and month to month and other tenants with lease terms of less than six (6) months or with respect to whom BPP or its Subsidiaries have the right to terminate such occupancy rights upon no more than sixty days notice, contractors pursuant to contracts entered into in the ordinary course, and parties to easement agreements which constitute Company Permitted Exceptions, no third party has any right to occupy or use any portion of any Company Property. Except as otherwise set forth on Schedule 3.2(j)(v), the Capital Expenditure Budget and Schedule includes all outstanding material tenant improvement and similar material work required to be subject to the prior written approval of Lender if it shall be written substantially in accordance with a standard lease form approved made by Lender and shall satisfy the other requirements hereof. All Leases shall be on commercially reasonable terms, shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market rates. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate the terms, covenants and conditions contained in the Leases upon the part each of the lessee thereunder to be observed Material Company Leases. There are no outstanding material brokerage commissions or performed similar amounts payable in a commercially reasonable manner and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant respect of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted without the prior written consent of Lender; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the Leases as Lender shall from time to time reasonably require.the

Leasing Matters. Any Major (a) Borrower may enter into a proposed Lease with respect to any (including the renewal or extension of the Property written after the date hereof shall be subject to the prior written approval of Lender. So long as no Event of Default is continuing, any Minor an existing Lease with respect to any of the Property written after the date hereof shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with (a standard lease form approved by Lender and shall satisfy the other requirements hereof. All Leases shall be on commercially reasonable terms, shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market rates. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i“Renewal Lease”)) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate 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 and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted 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 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) shall does not collect any have a materially adverse effect on the value of the rents more than one (1) month in advance (other than security deposits); Property taken as a whole, (iv) shall is subject and subordinate to the Mortgage and the Tenant thereunder agrees to attorn to Lender, (v) does not execute contain any option, offer, right of first refusal, right of first offer or other assignment similar right to acquire all or any portion of lessorthe Property, unless the Tenant thereunder is a credit tenant, such proposed Lease or Renewal Lease is a triple net lease and such option, offer, right of first refusal, right of first offer or other similar right to acquire all or any portion of the Property is subordinate to Lender’s interest in the Leases Property and at a foreclosure or the Rents (except as contemplated by the Loan Documents); (v) shall not alterother similar sale, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents; and (vi) has a base term of (A) more than ten (10) years and (B) less than thirty (30) years including options to renew, (vii) has no rent, credits, free rents or concessions granted thereunder other than those which are reasonable and customary and comparable to existing local market terms, (viii) is written on the standard form of lease approved by Lender with such reasonable and customary modifications as would not have a material and adverse affect on the value of the Property, and (ix) is not a Major Lease. All proposed Leases which do not satisfy the requirements set forth in this subsection shall execute and deliver at be subject to the request prior approval of Lender and its counsel, at Borrower’s expense. Borrower shall promptly deliver to Lender copies of all such further assurances, confirmations and assignments in connection Leases which are entered into pursuant to this subsection together with Borrower’s certification that it has satisfied all of the Leases as Lender shall from time to time reasonably requireconditions of this Section.

Leasing Matters. Any Major (a) Prior to execution of any Leases of space in the Improvements after the date hereof, Borrower shall submit to Lender, for Lender’s prior approval, which approval shall not be unreasonably withheld, a copy of the form Lease each Property Guarantor plans to use in leasing space in the Improvements or at any Individual Property. All such Leases of space in the Improvements or at any Individual Property shall be on terms consistent with the terms for similar leases in the market area of the Property, shall provide for market rents then prevailing in the market area of the applicable Individual Property or Mezzanine Asset and with respect to a substantial portion of such Leases, shall be for a term of not less than six (6) months or greater than one (1) year. 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 permit and Property Guarantor nor any Mezzanine Asset Owner to execute any Lease for all or a substantial portion of any Individual Property or Mezzanine Asset, 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 any of the Individual Property written after the date hereof shall be subject to the prior written approval of Lender. So long as no Event of Default is continuingor Mezzanine Asset, any Minor Lease with respect to any of the Property written after the date hereof shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with a standard lease form approved by Lender and shall satisfy the other requirements hereof. All Leases shall be now or hereafter existing, on commercially reasonable terms, shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market rates. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee landlord, lessor or licensor thereunder to be observed kept and performed. Borrower shall furnish to Lender, within ten (10) 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 the applicable Property Guarantor or performed Mezzanine Asset Owner as being true and correct, containing the names of all Tenants with respect to each Individual Property and Mezzanine Asset, respectively, 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 cause each Property Guarantor and Mezzanine Asset Owner to deliver to Lender a copy of each such Lease. Borrower shall not do or suffer to be done, nor permit any Property Guarantor or Mezzanine Asset owner to do or suffer to be done, any act, or omit to take any action, that might result in a commercially reasonable manner 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. Borrower shall cause each Property Guarantor and Mezzanine Asset Owner, at no cost or expense to Lender, shall enforce, short of termination, the performance and observance of each and every material condition and covenant of each of the parties under such Leases and no Property Guarantor nor Mezzanine Asset Owner shall anticipate, discount, release, waive, compromise or otherwise discharge any rent payable under any of the Leases except in the normal course of business in a manner not which is consistent with sound and customary leasing and management practices for similar properties in the community in which the applicable Individual Property or Mezzanine Asset is located. Notwithstanding the foregoing, at any time and from time to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases time, Lender shall be permitted unless entitled to, and Borrower shall cause each Property Guarantor and Mezzanine Asset Owner to grant the Lender the right to, undertake any and all 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 cure period shall constitute a default by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect Property Guarantor or Mezzanine Asset Owner, as the Property; providedcase may be, howeverunder such Leases. No Property Guarantor or Mezzanine Asset Owner shall, that no such termination or surrender of any Major Lease will be permitted without the prior written consent of Lender; (iii) shall not collect , modify any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute Leases, terminate or accept the surrender of any Leases, waive or release any other assignment party from the performance or observance of lessor’s interest any obligation or condition under such Leases except in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms normal course of the Leases business in a manner inconsistent which is consistent with sound and customary leasing and management practices for similar properties in the provisions of community in which the Loan Documents; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the Leases as Lender shall from time to time reasonably requireapplicable Individual Property or Mezzanine Asset is located.

Leasing Matters. Any Major (a) Borrower may enter into a proposed Lease with respect to any (including the renewal or extension of the Property written after the date hereof shall be subject to the prior written approval of Lender. So long as no Event of Default is continuing, any Minor an existing Lease with respect to any of the Property written after the date hereof shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with (a standard lease form approved by Lender and shall satisfy the other requirements hereof. All Leases shall be on commercially reasonable terms, shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market rates. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i“Renewal Lease”)) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate 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 and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted 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 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) shall does not collect any have a materially adverse effect on the value of the rents more than one (1) month in advance (other than security deposits); Property taken as a whole, (iv) shall not execute any other assignment of lessor’s interest in is subject and subordinate to the Leases or Mortgage and the Rents (except as contemplated by the Loan Documents); Tenant thereunder agrees to attorn to Lender, (v) shall does not altercontain any option, modify offer, right of first refusal, or change the terms other similar right to acquire all or any portion of the Leases in a manner inconsistent with the provisions of the Loan Documents; and Property, (vi) has a base term of less than fifteen (15) years including options to renew, (vii) has no rent, credits, free rents or concessions granted thereunder, and (viii) is written on Borrower’s standard form of lease approved by Lender. All proposed Leases which do not satisfy the requirements set forth in this subsection shall execute and deliver at be subject to the request prior approval of Lender and its counsel (which approval shall not be unreasonably withheld, conditioned or delayed), at Borrower’s expense. Borrower shall promptly deliver to Lender copies of all such further assurances, confirmations and assignments in connection Leases which are entered into pursuant to this subsection together with Borrower’s certification that it has satisfied all of the Leases as Lender shall from time to time reasonably requireconditions of this Section.

Leasing Matters. Any Major (a) Borrower may enter into a proposed Lease with respect to any (including the renewal or extension of the Property written after the date hereof shall be subject to the prior written approval of Lender. So long as no Event of Default is continuing, any Minor an existing Lease with respect to any of the Property written after the date hereof shall not be subject to the prior written approval of Lender if it shall be written substantially in accordance with (a standard lease form approved by Lender and shall satisfy the other requirements hereof. All Leases shall be on commercially reasonable terms, shall not contain any terms which would materially affect Lender’s rights under the Loan Documents and shall provide for rental rates comparable to existing local market rates. All Major Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Notwithstanding anything to the contrary contained herein, all Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower (i“Renewal Lease”) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate 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 and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted 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 the applicable rent during such renewal, is provided for in the original Lease), (ii) is an arms-length transaction with a bona fide, independent third party tenant, (iii) shall not collect any of the rents more than one (1) month does not, in advance (other than security deposits); Borrower’s good faith judgment, as applicable, have a Material Adverse Effect, (iv) shall not execute any other assignment of lessor’s interest in is subject and subordinate to the Leases or Mortgage and the Rents (except as contemplated by the Loan Documents); lessee thereunder agrees to attorn to Lender, (v) shall not alteris written on the standard form of lease approved by Lender with modifications typically found in similar leases, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents; and (vi) is not a Major Lease, All proposed Leases which do not satisfy the requirements set forth in this Section 4.1.9(a) shall execute and be subject to the prior approval of Lender, which approval shall not be unreasonably withheld. Notwithstanding anything contained to the contrary herein, service orders or licenses in the ordinary course of Borrower’s business with existing Tenants for (i) additional power, interconnections, services and/or conditioning; (ii) racks, cages or cabinets (but not additional demised space) not exceeding 500 square feet; or (iii) additional riser space, conduit space or ancillary space not exceeding 500 square feet shall not constitute an amendment to Major Lease requiring Lender’s approval hereunder; provided, however, any such service order or license, in one instance or in aggregate, shall not have any Material Adverse Effect. At Lender’s request, Borrower shall promptly deliver at to Lender copies of all Leases which are entered into pursuant to this subsection (a) together with Officer’s Certificate stating that Borrower has satisfied all of the request conditions of Lender all such further assurances, confirmations and assignments in connection with the Leases as Lender shall from time to time reasonably requirethis Section 4.1.9(a).