Common use of Leasing Matters Clause in Contracts

Leasing Matters. (a) Borrower shall be permitted to cause Mortgage Borrower or Operating Lessee to enter into a proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a Major 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 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) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effect, (iv) is subject and subordinate to the Mortgages and the Tenant thereunder agrees to attorn to Mortgage Lender and any 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 be subject to the prior approval of Lender. Borrower shall 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 Operating Lessee has satisfied all of the conditions of this Section. Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13.

Leasing Matters. (a) 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 permitted subject to cause Mortgage 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 Operating Lessee 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 enter into a proposed Lease (including preserve and protect the renewal Property; provided, however, that no such termination or extension surrender of an existing Lease (a “Renewal Lease”)) that is not a 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) does shall not contain collect any terms which would reasonably be expected to have or do have a Material Adverse Effect, of the rents more than one (1) month in advance (other than security deposits); (iv) is subject and subordinate to shall not execute any other assignment of lessor’s interest in the Mortgages and Leases or the Tenant thereunder agrees to attorn to Mortgage Lender and any purchaser at a foreclosure sale and Rents (except as contemplated by the Loan Documents); (v) does shall not contain any optionalter, offer, right modify or change the terms of first refusal, right the Leases in a manner inconsistent with the provisions of first offer or other similar right to acquire all or any portion of any Individual Property. Each Major Lease the Loan Documents; 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”vi) shall be subject 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 the prior approval of Lender. Borrower shall 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 Operating Lessee has satisfied all of the conditions of this Section. Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13time reasonably require.

Leasing Matters. (a) Borrower shall be permitted With respect to any Individual Property, Pledgor may cause Mortgage Borrower or Operating Lessee to enter into a proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a Major 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 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’sarms-length transaction with a bona fide, independent third party tenant, (iii) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effectmaterial adverse effect on the value or quality of the applicable Individual Property, (iv) is subject and subordinate 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 Mortgages relevant Individual Property and which do not adversely affect Mortgage Borrower’s interests under the Tenant thereunder agrees to attorn to Mortgage Lender and any purchaser at a foreclosure sale Lease or the value of the relevant Individual Property, and (v) does is 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 Propertya Major Lease. Each Major Lease and all other All 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”Section 5.1.17(a) shall be subject to the prior approval of Lender, which approval shall not be unreasonably withheld, conditioned or delayed. Borrower 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 Subsection together with BorrowerPledgor’s certification that it has satisfied or caused Mortgage Borrower or Operating Lessee has to have satisfied all of the conditions of this Section. Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13.

Leasing Matters. (a) Borrower shall be permitted to cause Mortgage Borrower or Operating Lessee to may enter into a proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a Major 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 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 tenanttenant or with a Taxable REIT Subsidiary of Sponsor, (iii) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effectmaterially adverse effect on the value of the Property taken as a whole, (iv) is subject and subordinate to the Mortgages Mortgage and the Tenant thereunder agrees to attorn to Mortgage Lender Lender, either by the terms of such Renewal Lease or pursuant to a subordination, non-disturbance and any purchaser at a foreclosure sale and attornment agreement on Lender’s then current form (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 the 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. Each Major Lease and all other All 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 subsection shall be at Borrower’s or Operating Lessee’s prior written consent pursuant to the Management Agreement (each a “Required Approval Lease”) shall be expense and subject to the prior approval of LenderLender and its counsel, such consent not to be unreasonably withheld or delayed. Borrower shall 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 Operating Lessee it has satisfied all of the conditions of this Section. Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13.

Leasing Matters. (a) Borrower shall be permitted to cause Mortgage Borrower or Operating Lessee to may enter into a proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a Major 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 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) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effect, (iv) is subject and subordinate to the Mortgages and the Tenant thereunder agrees to attorn to Mortgage Lender and any 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 be subject to the prior approval of Lender. Borrower shall 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 it or Operating Lessee has satisfied all of the conditions of this Section. Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13.

Leasing Matters. (a) Borrower shall be permitted to cause Senior Mezzanine Borrower to cause Mortgage Borrower or Operating Lessee to enter into a proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a Major 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 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-arm’s length transaction with a bona fide, independent third party tenant, (iii) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effect, (iv) is subject and subordinate to the Mortgages and the Tenant thereunder agrees to attorn to Mortgage Lender and any 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 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 Operating Lessee has satisfied all of the conditions of this Section. Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13.

Leasing Matters. (a) Any Leases with respect to an Individual --------------- Property written after the date hereof shall be approved by Lender, which approval shall not be unreasonably withheld, conditioned or delayed. Upon request, Borrower shall be permitted to cause Mortgage Borrower or Operating Lessee to enter into a furnish Lender with executed copies of all Leases. All renewals of Leases and all proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a Major Lease without the prior written consent of Lender, provided such proposed Lease or Renewal Lease (i) provides Leases shall provide for rental rates and terms comparable to existing local market rates rates, subject to the existing Leases. All proposed Leases shall be on commercially reasonable terms 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) does shall not contain any terms which would reasonably be expected to have or do have a Material Adverse Effect, (iv) is subject and materially affect Lender's rights under the Loan Documents. All Leases executed after the date hereof shall provide that they are subordinate to the Mortgages Mortgage encumbering the applicable Individual Property and that the Tenant thereunder lessee agrees to attorn to Mortgage Lender and or any purchaser at a sale by foreclosure sale or power of sale. If Lender shall approve any Lease covering an entire Individual Property, Lender shall, at the request of Borrower, enter into an Estoppel Certificate, Subordination, Nondisturbance and Attornment Agreement in the form attached as Schedule III hereunder with the tenant thereunder. ------------ Borrower (a) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (b) shall not amend or modify in any material respect, or terminate, any Lease without the written consent of Lender; (c) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (d) 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 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 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 reduce 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”) rent payable thereunder shall be subject deemed not to be material and any amendment or modification of a Lease that reduces the prior approval term of Lender. Borrower a Lease or the rent payable thereunder shall cause Mortgage Borrower be deemed 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 Operating Lessee has satisfied all of the conditions of this Section. Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13material.

Leasing Matters. (a) Borrower shall be permitted to cause may permit Mortgage Borrower Loan Borrowers or Operating Lessee Maryland Owner to enter into a proposed Lease (including the any renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a Major 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 Mortgage Borrower Loan Borrowers or Operating Lessee 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) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effectmaterially adverse effect on the value of the related Individual Property taken as a whole, (iv) is subject and subordinate to the Mortgages applicable Mortgage and the Tenant thereunder agrees to attorn to Mortgage Lender (subject to Lender’s delivery of a non-disturbance agreement containing market terms and any purchaser at a foreclosure sale and otherwise reasonably satisfactory to Lender), (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 the related Individual Property, and (vi) has a base term of less than fifteen (15) years including options to renew. Each Major Lease and all other All 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”) subsection shall be subject to the prior approval of LenderLender and its counsel, at Borrower’s expense, which consent shall not be unreasonably withheld or delayed. Borrower shall cause Mortgage Borrower 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 Mortgage Borrower or Operating Lessee it has satisfied all of the conditions of this SectionSection 5.13. Borrower shall pay 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 Individual Property, in a change in the costs and expenses associated with Lender’s counsel review use or nature of any Lease for which Lender’s consent may be required under this Section 5.13such Individual Property from that of a hotel.

Leasing Matters. (a) Borrower shall be permitted to cause Mortgage Borrower or Operating Lessee to enter into a proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a Major 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 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-arm’s length transaction with a bona fide, independent third party tenant, (iii) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effect, (iv) is subject and subordinate to the Mortgages and the Tenant thereunder agrees to attorn to Mortgage Lender and any 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 subsection (each a “Required Approval Lease”) shall 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 Operating Lessee has satisfied all of the conditions of this Section. Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13.

Leasing Matters. (a) Borrower All Leases and all renewals of Leases executed after the date hereof shall be permitted to cause Mortgage Borrower or Operating Lessee to enter into a proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a Major Lease without the prior written consent of Lender, provided such proposed Lease or Renewal Lease (i) provides for rental rates be negotiated at arm’s length and terms comparable to existing local market rates shall be on commercially reasonable terms, and terms (taking into account the type and quality of the tenantii) as of the date provide that 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) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effect, (iv) is subject and subordinate to the Mortgages Security Instrument and the Tenant thereunder agrees 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 Mortgage Lender and any 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 Propertysale. Each Any Major Lease and all other proposed Leases which do not satisfy any renewal, material waiver, material amendment, material modification or termination thereof executed after 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”) 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 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 Borrower and at Borrower’s sole cost and expense, so long as no Event of Default shall exist, 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. Borrower shall cause Mortgage Borrower to promptly deliver ’s then usual and customary form and otherwise reasonably acceptable to Lender copies of in all Leases which are entered into pursuant to this subsection together with Borrower’s certification that Mortgage Borrower or Operating Lessee has satisfied all of the conditions of this Section. Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13respects.

Leasing Matters. (a) Borrower shall be permitted to cause may permit Mortgage Borrower or Operating Lessee to enter into a proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”"RENEWAL LEASE")) that is not a Major 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 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’sarm's-length transaction with a bona fide, independent third party tenant, (iii) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effectmaterially adverse effect on the value of the Property taken as a whole, (iv) is subject and subordinate to the Mortgages Mortgage and the Tenant thereunder agrees to attorn to Mortgage Lender Lender, either by the terms of such Renewal Lease or pursuant to a subordination, non-disturbance and any purchaser at a foreclosure sale and attornment agreement on Lender's then current form (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 the 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. Each Major Lease and all other All 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”) subsection shall be at Borrower's expense and subject to the prior approval of LenderLender and its counsel, not to be unreasonably withheld or delayed. Borrower shall cause Mortgage Borrower to promptly deliver to Lender copies of all Leases which are entered into pursuant to this subsection together with Borrower’s 's certification that Mortgage Borrower or Operating Lessee it has satisfied all of the conditions of this Section. Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13.

Leasing Matters. (a) Borrower shall be permitted to cause may permit Mortgage Borrower or Operating Lessee to enter into a proposed Lease (including the renewal or extension of an existing Lease (a “"Renewal Lease”")) that is not a Major 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 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’sarm's-length transaction with a bona fide, independent third party tenant, (iii) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effectmaterially adverse effect on the value of the Property taken as a whole, (iv) is subject and subordinate to the Mortgages Mortgage and the Tenant thereunder agrees to attorn to Mortgage Lender Lender, either by the terms of such Renewal Lease or pursuant to a subordination, non-disturbance and any purchaser at a foreclosure sale and attornment agreement on Lender's then current form (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 the 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. Each Major Lease and all other All 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”) subsection shall be at Borrower's expense and subject to the prior approval of LenderLender and its counsel, not to be unreasonably withheld or delayed. Borrower shall cause Mortgage Borrower to promptly deliver to Lender copies of all Leases which are entered into pursuant to this subsection together with Borrower’s 's certification that Mortgage Borrower or Operating Lessee it has satisfied all of the conditions of this Section. Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13.

Leasing Matters. (a) Borrower shall be permitted to cause Mortgage Borrower or Operating Lessee to may enter into a proposed Lease (including the renewal or extension of an existing Lease (a “"Renewal Lease”")) that is not a Major 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 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’sarm's-length transaction with a bona fide, independent third party tenant, (iii) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effect, (iv) is subject and subordinate to the Mortgages Mortgage and the Tenant thereunder agrees to attorn to Mortgage Lender and any purchaser at a foreclosure sale and sale, (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 the 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, 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 subsection (each a “"Required Approval Lease”") shall be subject to the prior approval of Lender. Borrower shall cause Mortgage Borrower to promptly deliver to Lender copies of all Leases which are entered into pursuant to this subsection together with Borrower’s 's certification that Mortgage Borrower or Operating Lessee it has satisfied all of the conditions of this Section. Borrower shall pay the costs and expenses associated with Lender’s counsel Lender or its counsel's review of any Lease for which Lender’s 's consent may be required under this Section 5.13.

Leasing Matters. (a) Any Major Lease, including any amendment, modification or supplement thereto, executed after the Closing Date shall be subject to the approval of Administrative Agent, which approval shall not be unreasonably withheld. Notwithstanding the foregoing, Administrative Agent’s consent shall not be required in connection with any Preapproved Leases. Upon request, Borrower shall be permitted to cause Mortgage Borrower or Operating Lessee to enter into a proposed Lease furnish Administrative Agent with executed copies of such Leases as are identified by Administrative Agent (including the renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a Major Lease without the prior written consent of Lenderall Leases, if requested by Administrative Agent, provided such that Borrower shall not be required to deliver copies of 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 Lease or Renewal Lease (i) provides Leases shall provide for rental rates and other terms comparable or superior to then-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 (unlessfor similarly situated properties. All proposed Leases shall be on commercially reasonable terms, 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) does shall not contain any terms which would reasonably have any materially adverse effect on Administrative Agent or Lenders’ rights under the Loan Documents or the value of the applicable Individual Property and shall not be expected with Affiliates of Borrower (unless it is on terms which are substantially similar to have those available in an arm’s length transaction with an unrelated party). Unless approved, consented to or do have a Material Adverse Effectwaived in writing by Administrative Agent, (iv) is subject and all Leases executed after the Closing Date shall provide that they are subordinate to the Mortgages Mortgage encumbering the applicable Individual Property and that the Tenant thereunder agrees to attorn to Mortgage Lender and Administrative Agent or any purchaser at a sale by foreclosure sale or power of sale. Administrative Agent, at the request of Borrower, shall enter into a subordination, attornment and non-disturbance agreement in the form attached hereto as Exhibit B (vwith such modifications thereto as may be reasonably acceptable to Administrative Agent) does not contain 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 optioncasualty 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, offer, right of first refusal, right of first offer or other similar right to acquire all or any portion of any Individual Property. Each including a Major Lease (other than a Lease to an Affiliate of Borrower), after the Closing Date. All actual and all other proposed Leases which do not satisfy the requirements set forth in this subsectionreasonable, 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 be subject to the prior approval of Lender. Borrower shall 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 Operating Lessee has satisfied all of the conditions of this Section. Borrower shall pay the out-of-pocket costs and expenses associated of Administrative Agent and Servicer in connection with Lender’s counsel review the negotiation, preparation, execution and delivery by Administrative Agent and Servicer of any Lease for which Lender’s consent may Non-Disturbance Agreement, including, without limitation, reasonable attorneys’ fees and disbursements and the current fee being assessed by Servicer in connection therewith, shall be required under this Section 5.13paid by Borrower.

Leasing Matters. (a) Borrower shall be permitted to cause Mortgage Borrower or Operating Lessee to may enter into a proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a Major Lease 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 quality 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 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 arm’s‑length transaction with a bona fide, independent third party tenant, (iii) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effect, (iv) is subject and subordinate to the Mortgages applicable Mortgage and the Tenant thereunder agrees to attorn to Mortgage Lender and any purchaser at a foreclosure sale sale, which may be conditioned upon Lender’s obligation to recognize and not disturb such Tenant, (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, unless subject to a subordination to the Mortgage and such rights are not applicable at the time of a foreclosure sale, (vi) has a base term of (A) more than three (3) years and (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 standard form of lease approved by Lender (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 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 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 be deemed given with respect to the matter for which approval was requested. Borrower shall 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 Operating Lessee 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 LenderLender or its counsel’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13.

Leasing Matters. (a) Borrower All Leases and all renewals of Leases executed after the date hereof shall be permitted to cause Mortgage Borrower or Operating Lessee to enter into a proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a Major Lease without the prior written consent of Lender, provided such proposed Lease or Renewal Lease (i) provides provide for economic terms, including rental rates and terms rates, 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)similar properties, (ii) is an arm’s-length transaction with a bona fide, independent third party tenantbe on commercially reasonable terms, (iii) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effectterm 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 subject and subordinate to the Mortgages Security Instrument and the Assignment of Leases and that the Tenant thereunder agrees to will attorn to Mortgage Lender and any purchaser at a foreclosure sale sale, (vi) be with Tenants that are creditworthy as determined by Borrower in the exercise of prudent property management practices, (vii) be written substantially in accordance with a standard form of Lease which shall have been approved in writing by Lender (subject to any commercially reasonable changes made in the course of negotiations with the applicable Tenant), (viii) not be with any Affiliate of Borrower, Guarantor or Manager, and (vix) does not contain any optionoption to purchase, offer, any right of first refusaloption to purchase, any right of first offer or other similar refusal to purchase, any right to acquire all terminate, any requirement for a non-disturbance or recognition agreement, or any portion other terms which are reasonably likely to materially adversely affect Lender’s rights under the Loan Documents; provided that, in connection with extensions or renewals of Leases existing on the date hereof, any Individual Property. Each Major Lease and all other proposed Leases which do not satisfy applicable term that would otherwise breach the requirements set forth in this subsection, unless Manager Section 5.1.20(a) shall be permitted to the extent necessary to implement an extension or renewal term expressly contained in the applicable Lease and with respect to which Borrower has no discretion. Any non-compliance with the right to enter into such Lease without Mortgage Borrower’s or Operating Lesseeforegoing requirements shall require Lender’s prior written consent pursuant to the Management Agreement (each a “Required Approval Lease”) approval, which shall not be subject to the prior approval of Lender. Borrower shall 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 unreasonably withheld or Operating Lessee has satisfied all of the conditions of this Section. Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13delayed.

Leasing Matters. (a) With respect to any Individual Property, Borrower shall be permitted to cause Mortgage Borrower or Operating Lessee to may enter into a proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a Major 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 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’sarms-length transaction with a bona fide, independent third party tenant, (iii) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effectmaterial adverse effect on the value or quality of the applicable Individual Property, (iv) is subject and subordinate to the Mortgages related Security Instrument and the Tenant lessee thereunder agrees to attorn to Mortgage Lender and any purchaser at a foreclosure sale and Lender, (v) does 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 contain any option, offer, right adversely affect Borrower’s interests under the Lease or the value of first refusal, right of first offer or other similar right to acquire all or any portion of any the relevant Individual Property. Each , (vi) is not a Major Lease and all other (vii) after giving effect to such Lease, the Debt Service Coverage Ratio shall be equal to or greater than 1.05 to 1.0. All 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”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 cause Mortgage Borrower to promptly deliver to Lender copies of all Leases which are entered into pursuant to this subsection Subsection together with Borrower’s certification that Mortgage Borrower or Operating Lessee it has satisfied all of the conditions of this Section. Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13.

Leasing Matters. Any Leases with respect to the Property written after the 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. Lender shall approve or disapprove any such Lease within ten (a10) 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”. 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 Leases executed prior to the Closing Date). All 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 Closing Date shall provide that they are subordinate to the Mortgage encumbering the Property and that the tenant thereunder agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce the terms, covenants and conditions contained in the Leases upon the part of the 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 of any Lease shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to cause Mortgage Borrower preserve and protect the Property; provided, however, that no such termination or Operating Lessee to enter into surrender of any Lease covering more than the Relevant Leasing Threshold will be permitted without the 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 proposed Lease (including manner inconsistent with the renewal or extension provisions of an existing Lease (a “Renewal Lease”)) that is not a Major Lease the Loan Documents without the prior written consent of Lender, provided which consent may be withheld in the sole discretion of Lender; and (vi) shall execute and deliver at the request of Lender all such proposed further assurances, confirmations and 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 or Renewal Lease which demises less than the Relevant Leasing Threshold under any of the following circumstances: (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 tenant under said Lease is executed by Mortgage in default beyond any applicable grace and cure period, and 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) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effect, (iv) is subject and subordinate to the Mortgages and the Tenant thereunder agrees to attorn to Mortgage Lender and any 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 terminate such Lease without Mortgage Borrower’s or Operating Lessee’s prior written consent pursuant to Lease; (ii) such termination is permitted by the Management Agreement (each a “Required Approval Lease”) shall be subject to the prior approval of Lender. Borrower shall 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 Operating Lessee has satisfied all terms of the conditions 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 this Section. a termination fee to Borrower, and has in fact terminated its lease and paid said fee, Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13accept said termination.

Leasing Matters. (a) Borrower shall be permitted to cause Mortgage Borrower or Operating Lessee to may enter into a proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”"RENEWAL LEASE")) that is not a Major 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 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’sarm's-length transaction with a bona fide, independent third party tenant, (iii) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effectmaterially adverse effect on the value of the Property taken as a whole, (iv) is subject and subordinate to the Mortgages Mortgage and the Tenant thereunder agrees to attorn to Mortgage Lender Lender, either by the terms of such Renewal Lease or pursuant to a subordination, non-disturbance and any purchaser at a foreclosure sale and attornment agreement on Lender's then current form (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 the 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. Each Major Lease and all other All 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”) subsection shall be at Borrower's expense and subject to the prior approval of LenderLender and its counsel, such consent not to be unreasonably withheld or delayed. Borrower shall cause Mortgage Borrower to promptly deliver to Lender copies of all Leases which are entered into pursuant to this subsection together with Borrower’s 's certification that Mortgage Borrower or Operating Lessee it has satisfied all of the conditions of this Section. Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13.

Leasing Matters. (a) Borrower shall be permitted to cause Mortgage Borrower or Operating Lessee to may enter into a proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”"RENEWAL LEASE")) that is not a Major 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 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’sarm's-length transaction with a bona fide, independent third party tenant, (iii) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effectmaterially adverse effect on the value of the Property taken as a whole, (iv) is subject and subordinate to the Mortgages Deed of Trust and the Tenant thereunder agrees to attorn to Mortgage Lender and any purchaser at a foreclosure sale and Lender, (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 the 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. Each Major Lease and all other All 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”) subsection shall be subject to the prior approval of LenderLender and its counsel, at Borrower's expense. Borrower shall cause Mortgage Borrower to promptly deliver to Lender copies of all Leases which are entered into pursuant to this subsection together with Borrower’s 's certification that Mortgage Borrower or Operating Lessee it has satisfied all of the conditions of this Section. Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13.

Leasing Matters. Any Leases with respect to the Property written after the 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. Lender shall approve or disapprove any such Lease within ten (a10) 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”. 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 Leases executed prior to the Closing Date). All 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 Closing Date shall provide that they are subordinate to the Mortgage encumbering the Property and that the tenant thereunder agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce the terms, covenants and conditions contained in the Leases upon the part of the 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 of any Lease shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to cause Mortgage Borrower preserve and protect the Property provided, however, that no such termination or Operating Lessee to enter into surrender of any Lease covering more than the Relevant Leasing Threshold will be permitted without the 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 proposed Lease (including manner inconsistent with the renewal or extension provisions of an existing Lease (a “Renewal Lease”)) that is not a Major Lease the Loan Documents without the prior written consent of Lender, provided which consent may be withheld in the sole discretion of Lender; and (vi) shall execute and deliver at the request of Lender all such proposed further assurances, confirmations and 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 or Renewal Lease which demises less than the Relevant Leasing Threshold under any of the following circumstances: (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 tenant under said Lease is executed by Mortgage in default beyond any applicable grace and cure period, and 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) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effect, (iv) is subject and subordinate to the Mortgages and the Tenant thereunder agrees to attorn to Mortgage Lender and any 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 terminate such Lease without Mortgage Borrower’s or Operating Lessee’s prior written consent pursuant to Lease; (ii) such termination is permitted by the Management Agreement (each a “Required Approval Lease”) shall be subject to the prior approval of Lender. Borrower shall 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 Operating Lessee has satisfied all terms of the conditions 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 this Section. a termination fee to Borrower, and has in fact terminated its lease and paid said fee, Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13accept said termination.

Leasing Matters. (a) Borrower shall be permitted to cause Mortgage Borrower or Operating Lessee to may not enter into a proposed Lease (including Lease, license or other occupancy agreement for any portion of the renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a Major Lease Property without the Lender’s prior written consent, which consent shall not be 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 obtain Lender’s approval of LenderLeases for less than 15,000 square feet that otherwise satisfy the requirements of this Agreement. Upon request, provided such Borrower shall furnish Lender with executed copies of all Leases. All renewals of Leases and all proposed Lease or Renewal Lease (i) provides Leases shall provide for rental rates and terms comparable to existing local market rates rates. All proposed Leases shall be on commercially reasonable terms 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) does shall not contain any terms which would reasonably be expected to have or do have a Material Adverse Effect, (iv) is subject and materially affect Lender’s rights under the Loan Documents. All Leases executed after the date hereof shall provide that they are subordinate to the Mortgages Mortgage and that the Tenant thereunder lessee agrees to attorn to Mortgage Lender and or any purchaser at a sale by foreclosure sale or power of sale. 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 Lease will be permitted without the 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) does shall not contain any optionalter, offer, right modify or change the terms of first refusal, right the Leases in a manner inconsistent with the provisions 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 Loan Documents without Mortgage Borrower’s or Operating LesseeLender’s prior written consent pursuant 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 Management Agreement (each a “Required Approval Lease”) shall be subject to the prior approval of Lender. contrary contained herein, Borrower shall cause Mortgage Borrower to promptly deliver to Lender copies not enter into a lease of all Leases which are entered into pursuant to this subsection together with Borrower’s certification that Mortgage Borrower or Operating Lessee has satisfied substantially all of the conditions of this Section. Borrower shall pay the costs and expenses associated with Property without Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13prior written consent.

Leasing Matters. (a) Borrower Any Leases with respect to the Property executed after the date hereof, for more than 1,600 square feet shall be permitted approved by Trustee, which approval shall not be 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 request to cause Mortgage Borrower or Operating Lessee to enter into Trustee for approval contains a proposed Lease legend clearly marked in not less than fourteen (including the renewal or extension of an existing Lease (a “Renewal Lease”)14) that is not a Major Lease without the prior written consent of Lenderpoint bold face type, 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 (unlessunderlined, in the case all capital letters “REQUEST DEEMED APPROVED IF NO RESPONSE WITHIN 15 BUSINESS DAYS”. Upon request, Issuers shall furnish Trustee with executed copies 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) does all Leases. All proposed Leases shall be on commercially reasonable terms and shall not contain any terms which would reasonably be expected to have or do have a Material Adverse Effect, (iv) is subject and materially affect Trustee’s rights under the Financing Documents. All Leases executed after the date hereof shall provide that they are subordinate to the Mortgages Security Trust Agreement and the Tenant thereunder Pledge and that the lessee agrees to attorn to Mortgage Lender and Trustee or any purchaser at a sale by foreclosure sale or power of sale. 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 Issuers 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 Lease covering more than 1,600 square feet will be permitted without the consent of Trustee; 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 Financing Documents); (v) does shall not contain any optionalter, offermodify or change the terms of the Leases in a manner inconsistent with the provisions of the Financing Documents; and (vi) shall execute and deliver at the request of Trustee all such further assurances, right confirmations and assignments in connection with the Leases as Trustee shall from time to time reasonably require. Notwithstanding anything to the contrary contained herein, no Issuer shall enter into a Lease 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 be subject to the prior approval of Lender. Borrower shall 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 Operating Lessee has satisfied substantially all of the conditions of this Section. Borrower shall pay the costs and expenses associated with LenderProperty without Trustee’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13prior consent.

Leasing Matters. (a) Borrower shall be permitted to cause may permit Mortgage Borrower or Operating Lessee to enter into a proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a Major Lease without the prior written consent of Lender, provided such proposed Lease or Renewal Lease (i) provides for rental rates and terms comparable to existing local market rates and terms (taking into account the type and quality of the tenant) as of the date such Lease or Renewal Lease is executed by 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 the applicable rent during such rentrenewal, is provided for in the original Lease), (ii) is an arm’sarms-length transaction with a bona fide, independent third party tenant, (iii) does not contain any terms which would reasonably be expected to have or do not, in Borrower’s good faith judgment, have a Material Adverse Effect, (iv) is subject and subordinate to the Mortgages Mortgage and the Tenant lessee thereunder agrees to attorn to cause Mortgage Lender and any purchaser at a foreclosure sale and Borrower to Lender, (v) does is written on the standard form of lease approved by Lender with modifications typically found in similar leases, and (vi) is 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 Propertya Major Lease. Each Major Lease and all other All 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”Section 4.1.9(a) shall 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 cause Mortgage Borrower to promptly deliver to Lender copies of all Leases which are entered into pursuant to this subsection (a) together with BorrowerOfficer’s certification Certificate stating that Mortgage Borrower or Operating Lessee has satisfied all of the conditions of this Section. Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.134.1.9(a).

Leasing Matters. (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 Leases with any occupant or tenant of such portion of the 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 permitted to cause Mortgage Borrower or Operating Lessee required to enter into a proposed 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 (including the renewal or extension of an existing Lease (a “Renewal and Ground Lease”)) that is not a Major Lease , if applicable, without the prior written consent of Lender. In addition, provided such all renewals of Leases and all proposed Lease or Renewal Lease (i) provides 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 (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 Leaseemployees of Manager), (ii) is an arm’sshall be arm's-length transaction transactions with a bona fide, independent third party tenant, (iii) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effect, (iv) is subject tenants. All proposed Major Leases and subordinate to the Mortgages and the Tenant thereunder agrees to attorn to Mortgage Lender and any purchaser at a foreclosure sale and (v) does not contain any option, offer, right renewals of first refusal, right of first offer or other similar right to acquire all or any portion of any Individual Property. Each existing 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 be subject to the prior approval of Lender and its counsel, at Borrower's expense. All Leases shall provide that they are subordinate to the Mortgage and that the tenant agrees to attorn to Lender. Borrower shall 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 Operating Lessee has satisfied all of the conditions of this Section. Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13.

Leasing Matters. Any 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. 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 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 applicable Mortgage and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Borrower (ai) 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 cause Mortgage Borrower preserve and protect the Individual Property; provided, however, that no such termination or Operating Lessee to enter into a proposed surrender of any Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a Major Lease covering more than 6,000 square feet 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) does shall not contain collect any terms which would reasonably be expected to have or do have a Material Adverse Effect, of the rents more than one (1) month in advance (other than security deposits); (iv) is subject and subordinate to shall not execute any other assignment of lessor’s interest in the Mortgages and Leases or the Tenant thereunder agrees to attorn to Mortgage Lender and any purchaser at a foreclosure sale and Rents (except as contemplated by the Loan Documents); (v) does shall not contain any optionalter, offermodify 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, right of first refusalconfirmations and assignments in connection with the Leases as Lender shall from time to time reasonably require. Notwithstanding anything to the contrary contained herein, right of first offer or other similar right to acquire all or any portion of any Individual Property. Each Major Lease new Leases and all other proposed amendments, modifications, extensions, and renewals of existing 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”) with Tenants that are Affiliates of Borrower shall be subject to the prior approval 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 shall cause Mortgage Borrower to promptly may deliver to Lender copies a second written request for approval, which second written request for approval shall conspicuously state, in large bold type on the top of all 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 which are entered into have been deemed approved pursuant to this subsection together with Borrower’s certification that Mortgage Borrower or Operating Lessee has satisfied all of the conditions of this Section. Section 5.1.20, then Borrower shall pay the costs and expenses associated not be entitled to receive deemed approval with Lender’s counsel review of respect to any Lease for which Lender’s consent may be required under this Section 5.13additional Leases.

Leasing Matters. (a) Borrower Any Major Lease, including any amendment, modification or supplement thereto, executed after the Closing Date shall be permitted subject to cause Mortgage Borrower or Operating Lessee to enter into a proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a Major Lease without the prior written consent approval of Lender, which approval shall not be unreasonably withheld. Upon request, Borrower shall furnish Lender with executed copies of such Leases as are identified by Lender (including all Leases, if requested by Lender, provided such that Borrower shall not 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 Lease or Renewal Lease (i) provides Leases shall provide for rental rates and other terms comparable or superior to then-existing local market rates rates. All proposed Leases shall be on commercially reasonable terms 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) does shall not contain any terms which would reasonably be expected to have any materially adverse effect on Lender’s rights under the Loan Documents or do have a Material Adverse Effect, (iv) is subject and the value of the applicable Individual Property. All Leases executed after the Closing Date shall provide that they are subordinate to the Mortgages Mortgage encumbering the applicable Individual Property and that the Tenant thereunder agrees to attorn to Mortgage Lender and or any purchaser at a sale by foreclosure sale or power of sale. Lender, at the request of Borrower, shall enter into a subordination, attornment and non-disturbance agreement in the form attached hereto as Exhibit A (vwith such modifications thereto as may be reasonably acceptable to Lender) does not contain or in such other form that is reasonably satisfactory to Lender and such Tenant (a “Non-Disturbance Agreement”) with any optionTenant entering into a Material Lease, offer, right of first refusal, right of first offer or other similar right to acquire all or any portion of any Individual Property. Each including a Major Lease (other than a Lease to an Affiliate of Borrower), after the Closing Date. All actual and all other proposed Leases which do not satisfy the requirements set forth in this subsectionreasonable, 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 be subject to the prior approval of Lender. Borrower shall 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 Operating Lessee has satisfied all of the conditions of this Section. Borrower shall pay the out-of-pocket costs and expenses associated of Lender and Servicer in connection with Lender’s counsel review the negotiation, preparation, execution and delivery by Lender and Servicer of any Lease for which Lender’s consent may Non-Disturbance Agreement, including, without limitation, reasonable attorneys’ fees and disbursements and the current fee being assessed by Servicer in connection therewith, shall be required under this Section 5.13paid by Borrower.

Leasing Matters. Any Leases with respect to the Property written after the 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. Lender shall approve or disapprove any such Lease within ten (a10) 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". 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 Leases executed prior to the Closing Date). All 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 Closing Date shall provide that they are subordinate to the Mortgage encumbering the Property and that the tenant thereunder agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce the terms, covenants and conditions contained in the Leases upon the part of the 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 of any Lease shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to cause Mortgage Borrower preserve and protect the Property; PROVIDED, HOWEVER, that no such termination or Operating Lessee to enter into surrender of any Lease covering more than the Relevant Leasing Threshold will be permitted without the 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 proposed Lease (including manner inconsistent with the renewal or extension provisions of an existing Lease (a “Renewal Lease”)) that is not a Major Lease the Loan Documents without the prior written consent of Lender, provided which consent may be withheld in the sole discretion of Lender; and (vi) shall execute and deliver at the request of Lender all such proposed 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 or Renewal Lease which demises less than the Relevant Leasing Threshold under any of the following circumstances: (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 tenant under said Lease is executed by Mortgage in default beyond any applicable grace and cure period, and 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) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effect, (iv) is subject and subordinate to the Mortgages and the Tenant thereunder agrees to attorn to Mortgage Lender and any 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 terminate such Lease without Mortgage Borrower’s or Operating Lessee’s prior written consent pursuant to Lease; (ii) such termination is permitted by the Management Agreement (each a “Required Approval Lease”) shall be subject to the prior approval of Lender. Borrower shall 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 Operating Lessee has satisfied all terms of the conditions 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 this Section. a termination fee to Borrower, and has in fact terminated its lease and paid said fee, Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13accept said termination.

Leasing Matters. (a) Borrower shall be permitted to cause Mortgage Borrower or Operating Lessee to may enter into a proposed Lease (including the renewal or extension of an existing Lease (a “"Renewal Lease”")) that is not a Major 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 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’sarm's-length transaction with a bona fide, independent third party tenant, (iii) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effectmaterially adverse effect on the value of the Property taken as a whole, (iv) is subject and subordinate to the Mortgages Mortgage and the Tenant thereunder agrees to attorn to Mortgage Lender and any purchaser at a foreclosure sale and Lender, (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 the 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 in excess of twelve (12) months thereunder, and (viii) is written on the standard form of lease approved by Lender. Each Major Lease and all other All 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”) subsection shall be subject to the prior approval of LenderLender and its counsel, at Borrower's expense. Borrower shall cause Mortgage Borrower to promptly deliver to Lender copies of all Leases which are entered into pursuant to this subsection together with Borrower’s 's certification that Mortgage Borrower or Operating Lessee it has satisfied all of the conditions of this Section. Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13.

Leasing Matters. Any 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. All subleases related to, or any renewals or extensions of, any Significant Lease after the date hereof shall 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 approval shall be required in connection with (a) Borrower shall be permitted any sublease by a Tenant under an existing Significant Lease pursuant to cause Mortgage Borrower subleasing rights specifically set forth in such Significant Lease, or Operating Lessee to enter into a proposed Lease (including the 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 provide for rental rates comparable to existing local market rates, shall be on commercially reasonable terms and shall not contain any terms which would materially affect Lender’s rights under the Loan 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 “Renewal Lease”)) sale by foreclosure or power of sale, 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 parties thereto. Borrower (i) shall observe and 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 Major 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 Significant 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 (unlesswhich consent shall not be unreasonably withheld, in the case of a Renewal Lease, the rent payable during such renewalconditioned, 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, delayed; (iii) does shall not contain collect any terms which would reasonably be expected to have or do have a Material Adverse Effect, of the rents more than one (1) month in advance (other than security deposits); (iv) is subject and subordinate to shall not execute any other assignment of lessor’s interest in the Mortgages and Leases or the Tenant thereunder agrees to attorn to Mortgage Lender and any purchaser at a foreclosure sale and Rents (except as contemplated by the Loan Documents); (v) does shall not contain alter, modify or change the terms of the Leases, in any optionmaterial respect, offerin 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, right 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 first refusal, right of first offer or other similar right to acquire all or any portion substantially all 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 Property without Mortgage Borrower’s or Operating LesseeLender’s prior written consent, which consent pursuant shall not be unreasonably withheld, conditioned, or delayed Notwithstanding anything to the Management Agreement (each a “Required Approval Lease”) 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 approval 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 cause Mortgage Borrower submit a second request for approval with respect to promptly deliver 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 Lender copies 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 Leases which are entered into pursuant purposes related to this subsection together with Borrower’s certification that Mortgage Borrower or Operating Lessee has satisfied all of the conditions of this Sectionparticular approval request. Borrower shall pay the costs provide Lender with such information and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent documentation as may be reasonably required under this Section 5.13by Lender, including, without limitation, lease comparables and other market information as reasonably required by Lender.

Leasing Matters. (a) Borrower Notwithstanding anything to the contrary set forth herein, Administrative Agent’s consent shall not be permitted to cause Mortgage Borrower or Operating Lessee to enter into a proposed required in connection with (i) any residential Lease (including the renewal any amendment, modification or extension of an existing Lease (a “Renewal Lease”)) that is not a Major 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 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 Leasetermination thereof), (ii) is an arm’s-length transaction with a bona fideany commercial Lease (including any amendment, independent third party tenantmodification or termination thereof), (iii) does intentionally omitted, (iv) any renewals, expansions or extensions of any commercial Lease, (v) Leases that constitute a license to use immaterial portions of an Individual Property solely for storage and/or parking purposes, and (vi) any Excluded Lease. Upon request, Xxxxxxxx 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 deliver copies of all Leases more frequently than one (1) time in any calendar year). All Leases with Affiliates (other than Leases to an Affiliate Manager for space used in connection with the property management of property belonging to Borrower or its Affiliates) or renewals thereof (other than contractual renewal options set forth in an existing Lease) shall be on commercially reasonable terms, shall not contain any terms which would reasonably have any materially adverse effect on Lender’s or Administrative Agent’s rights under the Loan Documents or the value of the applicable Individual Property and shall be expected on terms which are substantially similar to have or do have a Material Adverse Effect, (iv) is subject and those available in an arm’s length transaction with an unrelated party. All Leases executed after the Closing Date shall provide that they are subordinate to the Mortgages and Mortgage encumbering the applicable Individual Property and, with respect to commercial Leases only, that the Tenant thereunder under such Lease agrees to attorn to Mortgage Lender and Administrative Agent or any purchaser at a sale by foreclosure or power of sale (provided, such Leases may provide that the foregoing is conditioned upon the delivery by Administrative Agent of a subordination, attornment and non-disturbance agreement). Administrative Agent, at the request of Xxxxxxxx and at Borrower’s sole cost and expense, shall enter into a subordination, attornment and non-disturbance agreement with any Tenant entering into a commercial Lease after the Closing Date in the form required under the applicable commercial Lease so long as such form is on commercially reasonable terms, or if no such specific form is required, the form attached hereto as Exhibit B or in such other form that is reasonably satisfactory to Administrative Agent and such Tenant (vprovided in each case that Administrative Agent shall agree to modifications reasonably required by the applicable Tenant, and on commercially reasonable terms, including, but not limited to, modifications 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 Lease) (a “Non-Disturbance Agreement”) (other than a Lease to (x) a Tenant which is a Controlled subsidiary of Sponsor, so long as Sponsor Controls Borrower or (y) if Sponsor does not contain any optionControl Borrower, offeran Affiliate of Borrower) after the Closing Date. In addition, right of first refusalwith respect to a request by a Tenant under a commercial Lease, 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 subsectiona statement that following a foreclosure by Administrative Agent, 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”) Administrative Agent shall be subject to any offset, rent abatement or self-help rights which such Tenant may be entitled to assert against the prior approval of Lender. Borrower shall cause Mortgage Borrower to promptly deliver to Lender copies of all Leases which are entered into landlord pursuant to this subsection together with Borrower’s certification that Mortgage Borrower or Operating Lessee has satisfied all the terms of the conditions applicable Lease or required by law shall be deemed a commercially reasonable term for purposes of this SectionSection 5.1.20(a), and Administrative Agent may not condition its approval or delivery of any Non-Disturbance Agreement, including with respect to any such offset, rent abatement or self-help rights, upon the receipt of any reserves, any free rent, tenant improvements or leasing commissions guaranty, Letters of Credit or any increases to the amounts guaranteed by any such guaranty, if any, or covered by any Letter of Credit previously delivered with respect to any free rent, tenant improvements or leasing commissions. Borrower Administrative Agent shall pay the promptly respond, at Xxxxxxxx’s sole cost and expense, to any request by a Tenant under a commercial Lease for an amendment to an existing Non-Disturbance Agreement. All actual and reasonable, out‑of‑pocket costs and expenses associated of Administrative Agent in connection with Lender’s counsel the negotiation, preparation, execution and delivery by Administrative Agent of any Non-Disturbance Agreement, including, without limitation, reasonable actually incurred attorneys’ fees and disbursements (provided such attorneys’ fees and expenses in connection with any Non-Disturbance Agreement and/or any review of any Lease for which Lender’s consent may related to such Non-Disturbance Agreement shall not exceed $5,000.00 in the aggregate) shall be required under this Section 5.13.paid by Borrower. 119

Leasing Matters. (a) With respect to the Property, Borrower shall be permitted to cause may allow Mortgage Borrower or Operating Lessee to enter into a proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a Major 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 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’sarms-length transaction with a bona fide, independent third party tenant, (iii) does not contain any terms which would reasonably be expected to have or do not, in Borrower’s commercially reasonable judgment, have a Material Adverse Effect, (iv) is subject and subordinate to the Mortgages Security Instrument and the Tenant lessee thereunder agrees to attorn to Mortgage Lender and any purchaser at a foreclosure sale and Lender, (v) does 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 contain alter in any optionmaterial respect the provisions relating to subordination and attornment, offeror such other form reasonably acceptable to Lender) or, right of first refusalwith respect to any proposed Lease, right of first offer or factual information with respect to the tenant and other similar right commercially reasonable modifications as reasonably determined by Mortgage Borrower, provided that in no event shall such modifications alter in any material adverse respect the standard lease provisions relating to acquire all or any portion of any Individual Propertysubordination and attornment), and (vi) is not a Major Lease. Each Major Lease and all other All 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”Section 5.1.17(a) shall be subject to the prior approval of Lender, 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 thirty (30) days or less shall not be considered a Lease for purposes of this Section 5.1.17 and shall not be subject to the prior approval of Lender so long as such license or similar agreement does not constitute a Major Lease. At Lender’s request, Borrower shall promptly 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 Operating Lessee it has satisfied all of the conditions of this Section. Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.135.1.17.

Leasing Matters. (a) Any Leases with respect to the Property executed after the date hereof, for more than 10,000 square feet shall be subject to approval by Lender, which approval shall not be unreasonably withheld, conditioned or delayed. Upon request, Borrower shall be permitted to cause Mortgage Borrower or Operating Lessee to enter into a furnish Lender with executed copies of all Leases. All renewals of Leases and all proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a Major Lease without the prior written consent of Lender, provided such proposed Lease or Renewal Lease (i) provides Leases shall provide for rental rates and terms comparable to existing local market rates rates. All proposed Leases shall be on commercially reasonable terms 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) does shall not contain any terms which would reasonably be expected to have or do have a Material Adverse Effect, (iv) is subject materially and adversely affect Lender's rights under the Loan Documents. All Leases executed after the date hereof shall provide that they are subordinate to the Mortgages Mortgage and that the Tenant thereunder lessee agrees to attorn to Mortgage Lender and or any purchaser at a sale by foreclosure sale or power of sale. Lender agrees to provide non-disturbance agreements from subordinating tenants leasing more than 10,000 square feet on Lender's then standard form. 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 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 Lease covering more than 10,000 square feet will be permitted without the written consent of Lender, which consent shall not be unreasonably withheld; (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) does shall not contain any optionalter, offer, right of first refusal, right of first offer modify 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 change 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 be subject to the prior approval of Lender. Borrower shall 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 Operating Lessee has satisfied all terms of the conditions of this Section. Borrower shall pay the costs and expenses associated Leases in a manner inconsistent with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13.41

Leasing Matters. (a) Borrower and Baltimore Owner shall be permitted to cause Mortgage Borrower or Operating Lessee to enter into a proposed Lease (including have the renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a Major Lease right, without the prior written consent of Lender, provided such proposed Lease or Renewal to enter into any 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 other than 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 Material Lease). Upon request, (ii) is an arm’s-length transaction Borrower and Baltimore Owner shall furnish Lender with a bona fide, independent third party tenant, (iii) does executed copies of all Leases. All proposed Material Leases shall be on commercially reasonable terms and shall not contain any terms which would reasonably be expected to have or do have a Material Adverse Effect, (iv) is subject and materially affect Lender’s rights under the Loan Documents. All Leases executed after the date hereof shall provide that they are subordinate to the Mortgages Mortgage encumbering the applicable Individual Property and that the Tenant thereunder lessee agrees to attorn to Mortgage Lender and or any purchaser at a sale by foreclosure sale or power of sale. Borrower and Baltimore Owner (a) shall observe and perform the obligations imposed upon the lessor under the Material Leases in a commercially reasonable manner; (b) 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 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; (d) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (e) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (f) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents; and (vg) does 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 contain 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 optionMaterial Lease. Notwithstanding anything to the contrary contained herein, offer, right neither Borrower nor Baltimore Owner shall enter into a lease of first refusal, right of first offer or other similar right to acquire all or any portion substantially all of any Individual PropertyProperty without Lender’s prior consent, which consent may be withheld or conditioned in Lender’s sole discretion. Each Major Lease and all other proposed Leases which do not satisfy To the requirements set forth in this subsection, unless Manager has the right to enter into such Lease without Mortgage Borrower’s or Operating Lesseeextent Lender’s prior written consent pursuant to the Management Agreement (each a “Required Approval Lease”) shall be subject to the prior approval of Lender. Borrower shall cause Mortgage Borrower to promptly deliver to Lender copies of all Leases which are entered into is required pursuant to this subsection together with Borrower’s certification 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 Mortgage Borrower or Operating Lessee has satisfied all of the conditions of this Section. Borrower shall pay the costs action is required by Lender and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may will be required 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 this Section 5.13a 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. (a) Borrower shall be permitted to cause Mortgage Borrower or Operating Lessee to may enter into a proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a Major 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 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) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effectmaterially adverse effect on the value of the Property taken as a whole, (iv) is subject and subordinate to the Mortgages Mortgage and the Tenant thereunder agrees to attorn to Mortgage Lender and any purchaser at a foreclosure sale and Lender, (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 the 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 Individual portion of the Property is subordinate to Lender’s interest in the Property and at a foreclosure or other similar sale, (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. Each Major Lease and all other All 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”) subsection shall be subject to the prior approval of LenderLender and its counsel, at Borrower’s expense. Borrower shall 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 Operating Lessee it has satisfied all of the conditions of this Section. Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13.

Leasing Matters. (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 permitted unreasonably withheld, a copy of the form Lease each Property Guarantor plans to cause Mortgage 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 or Operating Lessee shall also submit to enter into a 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 Individual Property or Mezzanine Asset, now or hereafter existing, on the part of the landlord, lessor or licensor thereunder to be kept and performed. Borrower shall furnish to Lender, within ten (including 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 renewal applicable Property Guarantor or extension Mezzanine Asset Owner as being true and correct, containing the names of an existing 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 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 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 time, Lender shall be 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 “Renewal Lease”)) that is not a Major Lease default by Property Guarantor or Mezzanine Asset Owner, as the case may be, under such Leases. No Property Guarantor or Mezzanine Asset Owner shall, 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 modify any of the tenant) as Leases, terminate or accept the surrender of any Leases, waive or release any other party from the date performance or observance of any obligation or condition under such Lease is executed by Mortgage Borrower or Operating Lessee (unless, Leases except in the case normal course of business in a Renewal Lease, the rent payable during such renewal, or a formula or other method to compute such rent, manner which is provided consistent with sound and customary leasing and management practices for similar properties in the original Lease), (ii) community in which the applicable Individual Property or Mezzanine Asset is an arm’s-length transaction with a bona fide, independent third party tenant, (iii) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effect, (iv) is subject and subordinate to the Mortgages and the Tenant thereunder agrees to attorn to Mortgage Lender and any 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 be subject to the prior approval of Lender. Borrower shall 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 Operating Lessee has satisfied all of the conditions of this Section. Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13located.

Leasing Matters. Borrower may enter into Leases or modify existing Leases demising a portion of the Property less than or equal to the Relevant Leasing Threshold without Lender’s prior approval provided such Leases shall be on commercially reasonable terms and shall not contain any terms which would materially affect Lender’s rights under the Loan Documents, and further provided that such Leases shall provide that they are subordinate to the Mortgage encumbering the Property and that the tenant thereunder agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Borrower may not enter into a Lease or modify an existing Lease covering all or substantially all of the Property without the prior written approval of Lender, which approval may be given or withheld in the sole discretion of Lender. Borrower 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 (a3) 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 the terms, covenants and conditions contained in the Leases upon the part of the 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, subject to the terms of this Section 5.1.20, no termination by Borrower or acceptance of surrender by a tenant of any Lease shall be permitted without the 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 execute and deliver at the request of Lender all such further assurances, confirmations and assignment in connection with the Leases as Lender shall from time to cause Mortgage time reasonably require. Notwithstanding the foregoing, Borrower or Operating Lessee to enter into a proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a Major Lease may, without the prior written consent of Lender, provided such proposed terminate (or accept a surrender of) any Lease or Renewal Lease which demises less than the Relevant Leasing Threshold under any of the following circumstances: (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 tenant under said 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) does not contain default beyond any terms which would reasonably be expected to have or do have a Material Adverse Effect, (iv) is subject and subordinate to the Mortgages and the Tenant thereunder agrees to attorn to Mortgage Lender and any 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 be subject to the prior approval of Lender. Borrower shall 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 Operating Lessee has satisfied all of the conditions of this Section. Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13.applicable

Leasing Matters. Any Leases with respect to the Property written after the date 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. Lender shall approve or disapprove any such Lease within ten (a10) 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." 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 Leases executed prior to the date hereof). All 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 Mortgage encumbering the Property and that the tenant thereunder agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale, Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce the terms, covenants and conditions contained in the Leases upon the part of the 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 of any Lease shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to cause Mortgage Borrower preserve and protect the Property PROVIDED, HOWEVER, that no such termination or Operating Lessee to enter into surrender of any Lease covering more than the Relevant Leasing Threshold will be permitted without the 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 proposed Lease (including manner inconsistent with the renewal or extension provisions of an existing Lease (a “Renewal Lease”)) that is not a Major Lease the Loan Documents without the prior written consent of Lender, provided which consent may be withheld in the sole discretion of Lender; and (vi) shall execute and deliver at the request of Lender all such proposed further assurances, confirmations and 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 or Renewal Lease which demises less than the Relevant Leasing Threshold under any of the following circumstances: (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 tenant under said Lease is executed by Mortgage in default beyond any applicable grace and cure period, and 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) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effect, (iv) is subject and subordinate to the Mortgages and the Tenant thereunder agrees to attorn to Mortgage Lender and any 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 terminate such Lease without Mortgage Borrower’s or Operating Lessee’s prior written consent pursuant to Lease; (ii) such termination is permitted by the Management Agreement (each a “Required Approval Lease”) shall be subject to the prior approval of Lender. Borrower shall 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 Operating Lessee has satisfied all terms of the conditions 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 this Section. a termination fee to Borrower, and has in fact terminated its lease and paid said fee, Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13accept said termination.

Leasing Matters. Any Leases with respect to the Property written after the date 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. Lender shall approve or disapprove any such Lease within ten (a10) 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.” 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 Leases executed prior to the date hereof). All 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 Mortgage encumbering the Property and that the tenant thereunder agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce the terms, covenants and conditions contained in the Leases upon the part of the 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 of any Lease shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to cause Mortgage Borrower preserve and protect the Property provided, however, that no such termination or Operating Lessee to enter into surrender of any Lease covering more than the Relevant Leasing Threshold will be permitted without the 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 proposed Lease (including manner inconsistent with the renewal or extension provisions of an existing Lease (a “Renewal Lease”)) that is not a Major Lease the Loan Documents without the prior written consent of Lender, provided which consent may be withheld in the sole discretion of Lender; and (vi) shall execute and deliver at the request of Lender all such proposed further assurances, confirmations and 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 or Renewal Lease which demises less than the Relevant Leasing Threshold under any of the following circumstances: (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 tenant under said Lease is executed by Mortgage in default beyond any applicable grace and cure period, and 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) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effect, (iv) is subject and subordinate to the Mortgages and the Tenant thereunder agrees to attorn to Mortgage Lender and any 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 terminate such Lease without Mortgage Borrower’s or Operating Lessee’s prior written consent pursuant to Lease; (ii) such termination is permitted by the Management Agreement (each a “Required Approval Lease”) shall be subject to the prior approval of Lender. Borrower shall 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 Operating Lessee has satisfied all terms of the conditions 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 this Section. a termination fee to Borrower, and has in fact terminated its lease and paid said fee, Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13accept said termination.

Leasing Matters. (a) Borrower shall be permitted to cause Mortgage Borrower or Operating Lessee to may enter into a proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a Major 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 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-arm’s- length transaction with a bona fide, independent third party tenant, (iii) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effectmaterially adverse effect on the value of the Property taken as a whole, (iv) is subject and subordinate to the Mortgages Mortgage and the Tenant thereunder agrees to attorn to Mortgage Lender and any purchaser at a foreclosure sale and Lender, (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 the 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. Each Major Lease and all other All 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”) subsection shall be subject to the prior approval of LenderLender and its counsel, at Borrower’s expense. Borrower shall 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 Operating Lessee it has satisfied all of the conditions of this Section. Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13.

Leasing Matters. (a) Except as otherwise consented to by Lender, all Leases hereafter entered into shall be written on the standard form of lease which shall have been approved by Lender in its reasonable discretion. Upon request, Borrower shall furnish Lender with executed copies of all Leases. No material changes may be permitted made to cause Mortgage Borrower or Operating Lessee to enter into a proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a Major Lease Lender-approved standard lease without the prior written consent of Lender, provided 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 Lease or Renewal Lease (i) provides leases shall provide 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’sshall be arms-length transaction transactions with a bona fide, independent third party tenanttenants. 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 (iiiwhen 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 contain any terms which would reasonably 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 expected to have or do have a Material Adverse Effect, (iv) is subject and deemed approved. All Leases shall provide that they are subordinate to the Mortgages Mortgage with respect to the related Individual Property and that the Tenant thereunder tenant agrees to attorn to Mortgage Lender. Borrower (i) shall observe and perform all the obligations imposed upon the landlord under the Leases so long as the tenant is not in default 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 all of the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed, short of termination thereof; Borrower may terminate, however, any purchaser at non-Material Lease as the result of a foreclosure sale default by lessee thereunder; (iv) shall not collect any of the Rents more than one (1) month in advance of when due under the applicable Lease; and (v) does shall not contain execute any optionother assignment of the lessor's interest in the Leases or the Rents. In addition, offerwith respect to any Material Lease, right of first refusalBorrower shall not, 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 without 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 of Lender, which consent shall not be unreasonably withheld, (A) alter, modify or change the terms of the Leases (except, failure of Lender to respond to a request with respect thereto, within five Business Days after receipt of such request, will be deemed approved), or cancel or terminate the Leases or accept a surrender thereof or convey or transfer or suffer or permit a conveyance or transfer of the 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, (B) alter, modify or change the terms of any guaranty, letter of credit or other credit support with respect to the Management Agreement Leases (each a “Required Approval Lease”"Lease Guaranty") shall be subject or cancel or terminate such Lease Guaranty, or (C) consent to any assignment of or subletting under the prior approval of LenderLeases not in accordance with their terms. Borrower shall 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 Operating Lessee has satisfied all of the conditions of this Section. Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13.(s)

Leasing Matters. Any Major Lease executed after the date hereof shall require the prior written consent of Lender, which consent shall not be unreasonably withheld. Upon reasonable request, Borrower shall furnish Lender with true, correct and complete executed copies of all Leases, amendments thereof and any related agreements. 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 market rate terms and shall not contain any terms which would materially adversely 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 and the Lien created thereby and that the Tenant thereunder agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Borrower (a) shall observe and perform the material obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (b) shall enforce and may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the 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 Borrower shall not terminate, or accept the surrender by one or more Tenants of, Leases which, in the aggregate, demise ten percent (10%) or more of the Net Rentable Square Footage of the Property in any given calendar year, 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 to cause Mortgage Borrower or Operating Lessee to enter into a proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a Major Lease without the prior written consent of Lender, provided not to be unreasonably withheld or unless such proposed Lease termination 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 surrender 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 specifically provided for in the original Major Lease; (c) shall not collect any of the Rents more than one (1) month in advance (other than security deposits required pursuant to such Lease); (d) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (e) shall not, (ii) is an arm’s-length transaction except with a bona fide, independent third party tenant, (iii) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effect, (iv) is subject and subordinate to the Mortgages and the Tenant thereunder agrees to attorn to Mortgage Lender and any 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 LesseeLender’s prior written consent pursuant consent, not to be unreasonably withheld, materially alter, modify or change the terms of any Major Leases, or any other Lease, if, after modification, such Lease would constitute a Major Lease, in a manner inconsistent with the provisions of the Loan Documents; and (f) 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 Management Agreement (each contrary contained herein, Borrower shall not enter into a “Required Approval Lease”) Lease of all or substantially all of the Property without Lender’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 approval written consent of Lender, not to be unreasonably withheld. Borrower Lender shall cause Mortgage Borrower have the right to promptly require each new Tenant to execute and deliver to Lender copies a subordination, non-disturbance of all Leases which are entered into pursuant possession and attornment agreement in form, content and manner of execution reasonably acceptable to this subsection together Lender; provided, however, that in the event Lender has approved (or has been deemed to approve in accordance with Borrower’s certification that Mortgage Borrower or Operating Lessee has satisfied all the Loan Documents) a Lease and such Lease proscribes the form of estoppel certificate and/or subordination, non-disturbance and attornment agreement the conditions applicable Tenant thereunder is obligated to provide, such form shall be deemed satisfactory to Lender. So long as no Event of this Section. Borrower shall pay the costs and expenses associated with Default then exists, Lender’s counsel review of failure to respond to a request from Borrower for any Lease for which Lender’s consent may be required approval under this Section 5.13.5.1.20 will be deemed Lender’s approval of such matters, so long as the following conditions have been met:

Leasing Matters. (a) Borrower Notwithstanding anything to the contrary set forth herein, Lender’s consent shall not be permitted to cause Mortgage Borrower or Operating Lessee to enter into a proposed required in connection with (i) any residential Lease (including the renewal any amendment, modification or extension of an existing Lease (a “Renewal Lease”)) that is not a Major 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 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 Leasetermination thereof), (ii) is an arm’s-length transaction with a bona fideany commercial Lease (including any amendment, independent third party tenantmodification or termination thereof), (iii) does intentionally omitted, (iv) any renewals, expansions or extensions of any commercial Lease, (v) Leases that constitute a license to use immaterial portions of an Individual Property solely for storage and/or parking purposes, and (vi) any Excluded Lease. Upon request, Xxxxxxxx shall furnish Lender with executed copies of such Leases as are identified by Xxxxxx (including all Leases, if requested by Xxxxxx, provided that Borrower shall not be required to deliver copies of all Leases more frequently than one (1) time in any calendar year). All Leases with Affiliates (other than Leases to an Affiliate Manager for space used in connection with the property management of property belonging to Borrower or its Affiliates) or renewals thereof (other than contractual renewal options set forth in an existing Lease) shall be on commercially reasonable terms, shall not contain any terms which would reasonably have any materially adverse effect on Lender’s rights under the Loan Documents or the value of the applicable Individual Property and shall be expected on terms which are substantially similar to have or do have a Material Adverse Effect, (iv) is subject and those available in an arm’s length transaction with an unrelated party. All Leases executed after the Closing Date shall provide that they are subordinate to the Mortgages and Mortgage encumbering the 134 applicable Individual Property and, with respect to commercial Leases only, that the Tenant thereunder under such Lease agrees to attorn to Mortgage Lender and or any purchaser at a sale by foreclosure or power of sale (provided, such Leases may provide that the foregoing is conditioned upon the delivery by Lender of a subordination, attornment and non-disturbance agreement). Lender, at the request of Borrower and at Borrower’s sole cost and expense, shall enter into a subordination, attornment and non-disturbance agreement with any Tenant entering into a commercial Lease after the Closing Date in the form required under the applicable commercial Lease so long as such form is on commercially reasonable terms, or if no such specific form is required, the form attached hereto as Exhibit B or in such other form that is reasonably satisfactory to Lender and such Tenant (vprovided in each case that Lender shall agree to modifications reasonably required by the applicable Tenant, and on commercially reasonable terms, including, but not limited to, modifications to reflect an obligation on behalf of Lender to release any casualty or condemnation proceeds in connection with any restoration required pursuant to a Lease) (a “Non-Disturbance Agreement”) (other than a Lease to (x) a Tenant which is a Controlled subsidiary of Sponsor, so long as Sponsor Controls Borrower or (y) if Sponsor does not contain any optionControl Borrower, offeran Affiliate of Borrower) after the Closing Date. In addition, right of first refusalwith respect to a request by a Tenant under a commercial Lease, 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 subsectiona statement that following a foreclosure by Xxxxxx, 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”) Lender shall be subject to any offset, rent abatement or self-help rights which such Tenant may be entitled to assert against the prior approval of Lender. Borrower shall cause Mortgage Borrower to promptly deliver to Lender copies of all Leases which are entered into landlord pursuant to this subsection together with Borrower’s certification that Mortgage Borrower or Operating Lessee has satisfied all the terms of the conditions applicable Lease or required by law shall be deemed a commercially reasonable term for purposes of this SectionSection 5.1.20(a), and Lender may not condition its approval or delivery of any Non-Disturbance Agreement, including with respect to any such offset, rent abatement or self-help rights, upon the receipt of any reserves, any free rent, tenant improvements or leasing commissions guaranty, Letters of Credit or any increases to the amounts guaranteed by any such guaranty, if any, or covered by any Letter of Credit previously delivered with respect to any free rent, tenant improvements or leasing commissions. Borrower Lender shall pay the promptly respond, at Xxxxxxxx’s sole cost and expense, to any request by a Tenant under a commercial Lease for an amendment to an existing Non-Disturbance Agreement. All actual and reasonable, out‑of‑pocket costs and expenses associated of Lender and Servicer in connection with Lender’s counsel the negotiation, preparation, execution and delivery by Lender and Servicer of any Non-Disturbance Agreement, including, without limitation, reasonable actually incurred attorneys’ fees and disbursements (provided such attorneys’ fees and expenses in connection with any Non-Disturbance Agreement and/or any review of any Lease for which Lender’s consent may related to such Non-Disturbance Agreement shall not exceed $5,000.00 in the aggregate) and the current fee being assessed by Servicer in connection therewith, shall be required under this Section 5.13paid by Borrower.

Leasing Matters. Any Lease with respect to any Individual Property that covers more than one thousand (a1,000) Borrower rentable square feet shall be permitted to cause Mortgage Borrower or Operating Lessee to enter into written on a proposed Lease (including the renewal or extension form of an existing Lease (a “Renewal Lease”)) that is not a Major Lease without the prior written consent of lease which has been approved by Lender, provided such which approval shall not be unreasonably withheld. Upon request, Borrowers shall furnish Lender with executed copies of all Leases. All proposed Lease Leases or Renewal Lease (i) provides for rental rates renewals of existing leases entered into after the Closing Date shall be on commercially reasonable terms 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) does shall not contain any terms which would reasonably materially affect Lender's rights under the Loan Documents. All Leases executed after the date hereof shall be expected subordinate to have the Mortgage encumbering the applicable Individual Property. Notwithstanding anything to the contrary contained herein, with respect to those portions of the Xxxxxx Xxxxxxx Penn Property which are, as of the Closing Date, leased or do have offered for lease for commercial uses not related to the use of the Property as a Material Adverse Effecthotel, 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 shall be commercially suitable to the operation of the Xxxxxx Xxxxxxx Penn Property as a first-class hotel. 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; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) is subject and subordinate to shall not execute any other assignment of lessor's interest in the Mortgages and Leases or the Tenant thereunder agrees to attorn to Mortgage Lender and any purchaser at a foreclosure sale and Revenue (except as contemplated by the Loan Documents); (v) does shall not contain any optionalter, offer, right modify or change the terms of first refusal, right the Leases in a manner inconsistent within the provisions of first offer or other similar right to acquire all or any portion of any Individual Property. Each Major Lease the Loan Documents; 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”vi) shall be subject 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 the prior approval of Lender. Borrower shall 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 Operating Lessee has satisfied all of the conditions of this Section. Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13time require.

Leasing Matters. All (a) Borrower shall be permitted Major Leases executed after the date hereof, (b) amendments, modifications, renewals or extensions (except to cause Mortgage Borrower or Operating Lessee to enter into a proposed Lease (including the renewal or extent such extension is as-of-right in such Major Lease) of an existing Lease (a “Renewal Lease”)) that is not a any Major Lease without 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 consent of approval by Lender, which approval, absent the existence of an Event of Default, shall not be unreasonably withheld. 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 proposed Lease information to Lender upon written request thereof. Upon the occurrence of a monetary Event of Default and acceleration of the Loan, Borrower shall, upon Lender’s request and subject to applicable Legal Requirements, deposit with Lender the security deposits of the Tenants (and any interest theretofore earned on such security deposits and actually received by Borrower), and any bonds or Renewal 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 (i) provides and failure to do so shall constitute a misappropriation of funds). Except as otherwise expressly provided in the Lease, all renewals of Leases and all proposed Leases shall provide for rental rates and terms comparable to existing local market rates and terms (taking be entered into account the type and quality as a result 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) does negotiations upon commercially reasonable terms and shall not contain any terms which would reasonably be expected to have or do have a Material Adverse Effect, (iv) is subject and materially affect Lender’s rights under the Loan Documents. All Leases executed after the date hereof shall provide that they are subordinate to the Mortgages Security Instruments encumbering the applicable Individual Property and that the Tenant thereunder lessee agrees to attorn to Mortgage Lender and or any purchaser at a sale by foreclosure sale or power of sale. Borrower shall (i) observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) 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’s material default or except as expressly permitted by a Tenant pursuant to the terms of the applicable Lease; (iii) not collect any of the rents more than one (1) month in advance (other than first month’s Rent or security deposits); (iv) not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); and (v) does not contain any optionalter, offer, right modify or change the terms of first refusal, right the Leases in a manner inconsistent with the provisions of first offer or other similar right to acquire all or any portion of any Individual Propertythe Loan Documents. Each Major Lease and all other proposed Leases which do not satisfy the requirements set forth in this subsection, unless Manager has Lender shall have the right to enter into such Lease without Mortgage require, at Borrower’s or Operating Lessee’s prior written consent pursuant sole cost and expense, each new Tenant under any Major Lease to the Management Agreement (each a “Required Approval Lease”) shall be subject to the prior approval of Lender. Borrower shall cause Mortgage Borrower to promptly execute and deliver to Lender copies a subordination, non-disturbance of all Leases which are entered into pursuant 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 consent under this subsection Section 5.1.21 together with Borrower’s certification that Mortgage Borrower or Operating Lessee has satisfied all a summary of the conditions business terms -76- of this Section. such Lease or other leasing matter and any documents or information required to be provided by Borrower under the Loan Documents in connection with Lender’s review of the 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 pay the reimburse Lender for Lender’s reasonable out-of-pocket costs and expenses associated incurred by Lender in connection with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13such leasing matter.

Leasing Matters. Any Leases with respect to an Individual Property written after the 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. Lender shall approve or disapprove any such Lease within ten (a10) 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". 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 Leases executed prior to the Closing Date. All 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 Closing Date shall provide that they are subordinate to the Mortgage encumbering the applicable Individual Property and that the tenant thereunder agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce the terms, covenants and conditions contained in the Leases upon the part of the tenant 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 Lease shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to cause Mortgage Borrower preserve and protect the Individual Property; provided, however, that no such termination or Operating Lessee to enter into surrender of any Lease covering more than the Relevant Leasing Threshold will be permitted without the 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 proposed Lease (including manner inconsistent with the renewal or extension provisions of an existing Lease (a “Renewal Lease”)) that is not a Major Lease the Loan Documents without the prior written consent of Lender, provided which consent may be withheld in the sole discretion of Lender; and (vi) shall execute and deliver at the request of Lender all such proposed 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 any Individual Property without Lender's prior written consent. Notwithstanding the foregoing, Borrower may, without the prior written consent of Lender, terminate any Lease or Renewal Lease which demises less than the Relevant Leasing Threshold under any of the following circumstances: (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 tenant under said Lease is executed by Mortgage in default beyond any applicable grace and cure period, and 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) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effect, (iv) is subject and subordinate to the Mortgages and the Tenant thereunder agrees to attorn to Mortgage Lender and any 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 terminate such Lease without Mortgage Borrower’s or Operating Lessee’s prior written consent pursuant to Lease; (ii) such termination is permitted by the Management Agreement (each a “Required Approval Lease”) shall be subject to the prior approval of Lender. Borrower shall 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 Operating Lessee has satisfied all terms of the conditions 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 this Section. a termination fee to Borrower, and has in fact terminated its lease and paid said fee, Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13accept said termination.

Leasing Matters. Any Leases with respect to the Property written after the 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. Lender shall approve or disapprove any such Lease within ten (a10) 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 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 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 Leases executed prior to the Closing Date). All 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 Closing Date shall provide that they are subordinate to the Security Instrument encumbering the Property and that the tenant thereunder agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce the terms, covenants and conditions contained in the Leases upon the part of the 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 of any Lease shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to cause Mortgage Borrower preserve and protect the Property; provided, however, that no such termination or Operating Lessee to enter into surrender of any Lease covering more than the Relevant Leasing Threshold will be permitted without the 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 proposed Lease (including manner inconsistent with the renewal or extension provisions of an existing Lease (a “Renewal Lease”)) that is not a Major Lease the Loan Documents without the prior written consent of Lender, provided which consent may be withheld in the sole discretion of Lender; and (vi) shall execute and deliver at the request of Lender all such proposed 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 or Renewal Lease which demises less than the Relevant Leasing Threshold under any of the following circumstances: (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 tenant under said Lease is executed by Mortgage in default beyond any applicable grace and cure period, and 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) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effect, (iv) is subject and subordinate to the Mortgages and the Tenant thereunder agrees to attorn to Mortgage Lender and any 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 terminate such Lease without Mortgage Borrower’s or Operating Lessee’s prior written consent pursuant to Lease; (ii) such termination is permitted by the Management Agreement (each a “Required Approval Lease”) shall be subject to the prior approval of Lender. Borrower shall 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 Operating Lessee has satisfied all terms of the conditions 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 this Section. a termination fee to Borrower, and has in fact terminated its lease and paid said fee, Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13accept said termination.

Leasing Matters. (a) Borrower shall be permitted to cause Mortgage Borrower or Operating Lessee to may enter into a proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a Major 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 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) does not contain any terms which would reasonably be expected to have or do does have a Material Adverse Effect, (iv) is subject and subordinate to the Mortgages Mortgage and the Tenant thereunder agrees to attorn to Mortgage Lender and any purchaser at a foreclosure sale (which subordination and attornment may be conditioned upon a reasonable non-disturbance agreement), (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 Propertythe Property and (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. Each Major Lease 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”) subsection shall be subject to the prior approval of Lender. Notwithstanding anything to the contrary contained herein, the foregoing restrictions and approval requirements shall in no event apply to any extension or renewal contained in any Lease in effect as of the date hereof. Borrower shall 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 Operating Lessee it has satisfied all of the conditions of this Section. Borrower shall pay the reasonable, out-of-pocket costs and expenses associated with Lender’s counsel or its counsel’s review of any Lease for which Lender’s consent may be required under this Section 5.13. Lender’s consent shall not be required for the lease to be entered into pursuant to that certain Letter of Intent Re: Lease Proposal for Hakassan dated as of February 8, 2012, a true, correct and complete copy of which has been delivered by Borrower to Lender, provided that such lease is on terms that are consistent with such term sheet and does not contain any material financial terms that are materially more disadvantageous to Borrower, as landlord, from those contained in such term sheet.

Leasing Matters. (a) Borrower shall be permitted to cause Mortgage Borrower or Operating Lessee to may enter into a proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a Major 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 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-arm’s length transaction with a bona fide, independent third party tenant, (iii) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effect, (iv) is subject and subordinate to the Mortgages and the Tenant thereunder agrees to attorn to Mortgage Lender and any 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 subsection (each a “Required Approval Lease”) shall be subject to the prior approval of Lender. Borrower shall 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 it or Operating Lessee has satisfied all of the conditions of this Section. Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13.

Leasing Matters. Any Leases with respect to the Property to be entered into by Borrower written after the date 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. 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 all or any portion of 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 (a10) 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." Borrower shall furnish 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 and shall not contain any terms which would materially affect Lender's rights under the Loan Documents. All Leases to which Borrower is a party executed after the date hereof shall provide that they are subordinate to the Mortgage encumbering the Property and that the tenant thereunder agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. 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 the terms, covenants and conditions contained in the Leases to which Borrower is a party upon the part of the 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 of any Lease shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to cause Mortgage preserve and protect the Property PROVIDED, HOWEVER, that no such termination or surrender of any Lease covering more than the Relevant Leasing Threshold will be permitted without the 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 to which Borrower is a party or Operating Lessee the Rents (except as contemplated by the Loan Documents); (v) subject to enter into the terms of the Wal-Mart Lease, shall not alter, modify or change the terms of the Leases in a proposed Lease (including manner inconsistent with the renewal or extension provisions of an existing Lease (a “Renewal Lease”)) that is not a Major Lease the Loan Documents without the prior written consent of Lender, provided which consent may be withheld in the sole discretion of Lender; and (vi) shall execute and deliver at the request of Lender all such proposed further assurances, confirmations and 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 or Renewal Lease which demises less than the Relevant Leasing Threshold under any of the following circumstances: (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 tenant under said Lease is executed by Mortgage in default beyond any applicable grace and cure period, and 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) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effect, (iv) is subject and subordinate to the Mortgages and the Tenant thereunder agrees to attorn to Mortgage Lender and any 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 terminate such Lease without Mortgage Borrower’s or Operating Lessee’s prior written consent pursuant to Lease; (ii) such termination is permitted by the Management Agreement (each a “Required Approval Lease”) shall be subject to the prior approval of Lender. Borrower shall 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 Operating Lessee has satisfied all terms of the conditions 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 this Section. a termination fee to Borrower, and has in fact terminated its lease and paid said fee, Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13accept said termination.

Leasing Matters. (a) All Leases and renewals of Leases executed after the date hereof with respect to the Property shall be subject to the prior written approval of Lender, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, the Leases with respect to pop-up or short term vendors that do not extend beyond one (1) year shall not require approval from 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. All 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 Mortgage and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. 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 cause Mortgage Borrower preserve and protect the Property; provided, however, that no such termination or Operating Lessee to enter into a proposed surrender of any Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a 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) does shall not contain collect any terms which would reasonably be expected to have or do have a Material Adverse Effect, of the rents more than one (1) month in advance (other than security deposits); (iv) is subject and subordinate to shall not execute any other assignment of lessor’s interest in the Mortgages and Leases or the Tenant thereunder agrees to attorn to Mortgage Lender and any purchaser at a foreclosure sale and Rents (except as contemplated by the Loan Documents); (v) does shall not contain any optionalter, offermodify 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, right 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 first refusal, right of first offer or other similar right to acquire all or any portion substantially all 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 Property without Mortgage Borrower’s or Operating LesseeXxxxxx’s prior written consent pursuant consent. Notwithstanding anything to the Management Agreement (each a “Required Approval Lease”) 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 approval written consent of Lender. Borrower , which consent shall 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 not be unreasonably withheld, conditioned or Operating Lessee has satisfied all of the conditions of this Section. Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13delayed.

Leasing Matters. (a) Borrower Notwithstanding anything to the contrary set forth herein, Lender’s consent shall not be permitted to cause Mortgage Borrower or Operating Lessee to enter into a proposed required in connection with (i) any residential Lease (including the renewal any amendment, modification or extension of an existing Lease (a “Renewal Lease”)) that is not a Major 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 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 Leasetermination thereof), (ii) is an arm’s-length transaction with a bona fideany commercial Lease (including any amendment, independent third party tenantmodification or termination thereof), (iii) does intentionally omitted, (iv) any renewals, expansions or extensions of any commercial Lease, (v) Leases that constitute a license to use immaterial portions of an Individual Property solely for storage and/or parking purposes, and (vi) any Excluded Lease. Upon request, Borrower shall furnish Lender with executed copies of such Leases as are identified by Lender (including all Leases, if requested by Lender, provided that Borrower shall not be required to deliver copies of all Leases more frequently than one (1) time in any calendar year). All Leases with Affiliates (other than Leases to an Affiliate Manager for space used in connection with the property management of property belonging to Borrower or its Affiliates) or renewals thereof (other than contractual renewal options set forth in an existing Lease) shall be on 130 commercially reasonable terms, shall not contain any terms which would reasonably have any materially adverse effect on Lender’s rights under the Loan Documents or the value of the applicable Individual Property and shall be expected on terms which are substantially similar to have or do have a Material Adverse Effect, (iv) is subject and those available in an arm’s length transaction with an unrelated party. All Leases executed after the Closing Date shall provide that they are subordinate to the Mortgages and Mortgage encumbering the applicable Individual Property and, with respect to commercial Leases only, that the Tenant thereunder under such Lease agrees to attorn to Mortgage Lender and or any purchaser at a sale by foreclosure or power of sale (provided, such Leases may provide that the foregoing is conditioned upon the delivery by Lender of a subordination, attornment and non-disturbance agreement). Lender, at the request of Borrower and at Borrower’s sole cost and expense, shall enter into a subordination, attornment and non-disturbance agreement with any Tenant entering into a commercial Lease after the Closing Date in the form required under the applicable commercial Lease so long as such form is on commercially reasonable terms, or if no such specific form is required, the form attached hereto as Exhibit B or in such other form that is reasonably satisfactory to Lender and such Tenant (vprovided in each case that Lender shall agree to modifications reasonably required by the applicable Tenant, and on commercially reasonable terms, including, but not limited to, modifications to reflect an obligation on behalf of Lender to release any casualty or condemnation proceeds in connection with any restoration required pursuant to a Lease) (a “Non-Disturbance Agreement”) (other than a Lease to (x) a Tenant which is a Controlled subsidiary of Sponsor, so long as Sponsor Controls Borrower or (y) if Sponsor does not contain any optionControl Borrower, offeran Affiliate of Borrower) after the Closing Date. In addition, right of first refusalwith respect to a request by a Tenant under a commercial Lease, 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 subsectiona statement that following a foreclosure by Lender, 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”) Lender shall be subject to any offset, rent abatement or self-help rights which such Tenant may be entitled to assert against the prior approval of Lender. Borrower shall cause Mortgage Borrower to promptly deliver to Lender copies of all Leases which are entered into landlord pursuant to the terms of the applicable Lease or required by law shall be deemed a commercially reasonable term for purposes of this subsection together Section 5.1.20(a), and Lender may not condition its approval or delivery of any Non-Disturbance Agreement, including with respect to any such offset, rent abatement or self-help rights, upon the receipt of any reserves, any free rent, tenant improvements or leasing commissions guaranty, Letters of Credit or any increases to the amounts guaranteed by any such guaranty, if any, or covered by any Letter of Credit previously delivered with respect to any free rent, tenant improvements or leasing commissions. Lender shall promptly respond, at Borrower’s certification that Mortgage Borrower or Operating Lessee has satisfied all of the conditions of this Sectionsole cost and expense, to any request by a Tenant under a commercial Lease for an amendment to an existing Non-Disturbance Agreement. Borrower shall pay the All actual and reasonable, out‑of‑pocket costs and expenses associated of Lender and Servicer in connection with Lender’s counsel the negotiation, preparation, execution and delivery by Lender and Servicer of any Non-Disturbance Agreement, including, without limitation, reasonable actually incurred attorneys’ fees and disbursements (provided such attorneys’ fees and expenses in connection with any Non-Disturbance Agreement and/or any review of any Lease for which Lender’s consent may related to such Non-Disturbance Agreement shall not exceed $5,000.00 in the aggregate) and the current fee being assessed by Servicer in connection therewith, shall be required under this Section 5.13paid by Borrower.

Leasing Matters. (a) Borrower All Leases and all renewals of Leases executed after the date hereof shall be permitted to cause Mortgage Borrower or Operating Lessee to enter into a proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a Major Lease without the prior written consent of Lender, provided such proposed Lease or Renewal Lease (i) provides provide for economic terms, including rental rates and terms rates, 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)similar properties, (ii) is an arm’s-length transaction with a bona fide, independent third party tenantbe on commercially reasonable terms, (iii) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effectterm 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 subject and subordinate to the Mortgages Security Instrument and the Assignment of Leases and that the Tenant thereunder agrees to will attorn to Mortgage Lender and any purchaser at a foreclosure sale sale, (vi) be with Tenants that are creditworthy as determined by Borrower in the exercise of prudent property management practices, (vii) be written substantially in accordance with a standard form of Lease which shall have been approved in writing by Lender (subject to any commercially reasonable changes made in the course of negotiations with the applicable Tenant), (viii) not be with any Affiliate of Borrower, Guarantor or Manager, (ix) is not a Major Lease and (vix) does not contain any optionoption to purchase, offer, any right of first refusaloption to purchase, any right of first offer or other similar refusal to purchase, any right to acquire all terminate, any requirement for a non-disturbance or recognition agreement, or any portion other terms which are reasonably likely to materially adversely affect Lender’s rights under the Loan Documents; provided that, in connection with extensions or renewals of Leases existing on the date hereof, any Individual Property. Each Major Lease and all other proposed Leases which do not satisfy applicable term that would otherwise breach the requirements set forth in this subsection, unless Manager Section 5.1.20(a) shall be permitted to the extent necessary to implement an extension or renewal term expressly contained in the applicable Lease and with respect to which Borrower has no discretion. Any non-compliance with the right to enter into such Lease without Mortgage Borrower’s or Operating Lesseeforegoing requirements shall require Lender’s prior written consent pursuant to the Management Agreement (each a “Required Approval Lease”) approval, which shall not be subject to the prior approval of Lender. Borrower shall 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 unreasonably withheld or Operating Lessee has satisfied all of the conditions of this Section. Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13delayed.

Leasing Matters. (a) Borrower shall be permitted to cause Mortgage may not enter into any Lease other than the Operating Lease with the Operator, without Lender’s prior written consent. Notwithstanding the foregoing, Borrower or Operating Lessee may permit the Operator to enter into a proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a Major Lease any sublease without the prior written consent of Lender, provided such proposed Lease or Renewal Lease sublease (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)intentionally omitted, (ii) is an arm’sarms-length transaction with a bona fide, independent third party tenant, (iii) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effectmaterial adverse effect on the value or quality of the Property, (iv) except with respect to the Xxxxxxx Xxxx Lease, is subject and subordinate to the Mortgages Security Instrument and the Tenant lessee thereunder agrees to attorn to Mortgage Lender and any purchaser at a foreclosure sale and Lender, (v) does 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 contain any optionused for gaming purposes (other than subleases for the sports book) and (vii) except with respect to the Xxxxxxx Xxxx Lease, offer, right of first refusal, right of first offer or other similar Lender shall have the right to acquire all or any portion reasonably approve the identity of any Individual Propertysubtenant. Each Major Lease and all other All 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”Section 5.1.17(a) shall be subject to the prior approval of Lender. 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 subsection Subsection together with Borrower’s certification that Mortgage Borrower or Operating Lessee it has satisfied all of the conditions of this Section. Notwithstanding the foregoing, all leases and subleases existing at the Property as of the Closing Date are deemed approved by Lender. Except with respect to the Xxxxxxx Xxxx Lease, if reasonably requested by Borrower in connection with a sublease permitted above, Lender and such sublessee shall pay the costs enter into a subordination, non-disturbance and expenses associated attornment agreement with respect to such sublease in a form reasonably satisfactory to Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13.

Leasing Matters. (a) Borrower shall be permitted to may cause or permit Mortgage Borrower or Operating Lessee to enter into a proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a Major Lease 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 tenanttenant and the location and quality of the space to be leased) as of the date such Lease is executed by Mortgage Borrower or Operating Lessee (unless, in the case of a Renewal LeaseLease or a Lease covering expansion space, the rent payable during such renewalrenewal 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 arm’sarms-length transaction with a bona fide, independent third party tenant, (iii) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effectmaterially adverse effect on the value or quality of the applicable Individual Property, (iv) is subject and subordinate to the Mortgages and the Tenant thereunder agrees to attorn to Mortgage Lender and any purchaser at a foreclosure sale and [intentionally omitted], (v) does is written on the standard form of residential lease approved by Lender (such approval not contain any optionto be unreasonably withheld, offerdelayed or conditioned) (which such standard form of lease currently approved by Lender is attached hereto as Exhibit B), right of first refusalunless Mortgage Borrower determines in good faith that deviations from the approved Lease form do not materially and adversely affect Mortgage Borrower’s interests under the Lease or Renewal Lease, right of first offer or other similar right to acquire all or any portion of any Individual Propertyand (vi) is not a Major Lease. Each Major Lease and all other All 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”) Section 5.1.17 shall be subject to the 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 subsection Section 5.1.17(a), together with Borrower’s certification that it has satisfied or caused Mortgage Borrower or Operating Lessee has satisfied to satisfy all of the conditions of this SectionSection 5.1.17(a) (other than conditions waived in writing by Lender) applicable to such Leases. Borrower shall pay the costs and expenses associated with Any Lease submitted to Lender for Lender’s counsel review approval shall be deemed approved if Lender shall not have notified Borrower in writing of any Lease for which 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 Borrower, Lender shall be entitled to a five (5) Business Day extension of the Approval Period (“Lender’s consent 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 required under this Section 5.13.reasonably 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. (a) Borrower shall be permitted to cause Mortgage Borrower or may permit Operating Lessee to enter into a proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a Major 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 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) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effectmaterially adverse effect on the value of the related Individual Property taken as a whole, (iv) is subject and subordinate to the Mortgages Mortgage and the Tenant thereunder agrees to attorn to Mortgage Lender and any purchaser at a foreclosure sale and Lender, (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 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 any Individual Property does not exceed 10,000 square feet of such Individual Property. Each Major Lease and all other All proposed Leases or Renewals 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”) subsection shall be subject to the prior approval of LenderLender and its counsel, which consent shall not 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 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 Operating Lessee it has satisfied all of the conditions of this Section. Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13.

Leasing Matters. (a) Borrower shall be permitted to cause Mortgage Borrower or Operating Lessee to may enter into a proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a Major 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 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-arm’s- length transaction with a bona fide, independent third party tenant, (iii) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effectmaterially adverse effect on the value of the Property taken as a whole, (iv) is subject and subordinate to the Mortgages Mortgage and the Tenant thereunder agrees to attorn to Mortgage Lender and any purchaser at a foreclosure sale 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, right of first offer or other similar right to acquire all or any portion of any Individual the Property; provided, however, that to the extent that Borrower enters into a Renewal Lease with FFIC, such Renewal Lease may contain the same right of first refusal appearing in the FFIC Lease, (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 not be unreasonably withheld, conditioned or delayed. Each Major Lease and all other All 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”) subsection shall be subject to the prior approval of LenderLender and its counsel, at Borrower’s expense. Borrower shall 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 Operating Lessee it has satisfied all of the conditions of this Section. Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13.

Leasing Matters. (a) Borrower shall be permitted to cause Mortgage Borrower or Operating Lessee to may enter into a proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a Major 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 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) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effectmaterially adverse effect on the value of the Property taken as a whole, (iv) is subject and subordinate to the Mortgages Mortgage and the Tenant thereunder agrees to attorn to Mortgage Lender and any purchaser at a foreclosure sale and Lender, (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 the 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. Each Major Lease and all other All 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”) subsection shall be subject to the prior approval of LenderLender and its counsel, at Borrower’s expense. Borrower shall 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 Operating Lessee it has satisfied all of the conditions of this Section. Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13.

Leasing Matters. Any Leases with respect to the Property written after the 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. Lender shall approve or disapprove any such Lease within ten (a10) 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”. 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 Leases executed prior to the Modification Date). All 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 Modification Date shall provide that they are subordinate to the Mortgage encumbering the Property and that the tenant thereunder agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce the terms, covenants and conditions contained in the Leases upon the part of the 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 of any Lease shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to cause Mortgage Borrower preserve and protect the Property; provided, however, that no such termination or Operating Lessee to enter into surrender of any Lease covering more than the Relevant Leasing Threshold will be permitted without the 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 proposed Lease (including manner inconsistent with the renewal or extension provisions of an existing Lease (a “Renewal Lease”)) that is not a Major Lease the Loan Documents without the prior written consent of Lender, provided which consent may be withheld in the sole discretion of Lender; and (vi) shall execute and deliver at the request of Lender all such proposed 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 or Renewal Lease which demises less than the Relevant Leasing Threshold under any of the following circumstances: (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 tenant under said Lease is executed by Mortgage in default beyond any applicable grace and cure period, and 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) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effect, (iv) is subject and subordinate to the Mortgages and the Tenant thereunder agrees to attorn to Mortgage Lender and any 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 terminate such Lease without Mortgage Borrower’s or Operating Lessee’s prior written consent pursuant to Lease; (ii) such termination is permitted by the Management Agreement (each a “Required Approval Lease”) shall be subject to the prior approval of Lender. Borrower shall 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 Operating Lessee has satisfied all terms of the conditions 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 this Section. a termination fee to Borrower, and has in fact terminated its lease and paid said fee, Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13accept said termination.

Leasing Matters. (a) Borrower shall be permitted to cause Mortgage Borrower or Operating Lessee to enter into a proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a Major Lease without obtain the prior written consent approval of Lender, provided such proposed Lease which approval shall not be unreasonably withheld, conditioned or Renewal Lease delayed for any (i) provides for rental rates and terms comparable Material Leases with respect to existing local market rates and terms (taking into account the type and quality any of the tenant) as of Properties executed by Borrower after the date such Lease is executed by Mortgage Borrower hereof (other than extensions or Operating Lessee (unless, in the case renewals of a Renewal Lease, the rent payable during such renewal, or a formula or other method existing Leases pursuant to compute such rent, is options provided for in the original Leasetherein), (ii) is an arm’s-length transaction with a bona fide, independent third party tenant, Lease for space that was vacated by Wachovia pursuant to the Branch Agreement and the Branch Agreement Side Letter and (iii) does not contain material amendments or modifications of any terms which would reasonably 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 first page thereof stating that “IF YOU FAIL TO RESPOND TO OR TO EXPRESSLY DENY THIS REQUEST FOR APPROVAL IN WRITING WITHIN TEN (10) DAYS, YOUR APPROVAL SHALL BE DEEMED GIVEN,” and the envelope containing such request is marked “PRIORITY,” then if Lender shall fail to 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 expected deemed to have approved such Material Lease, or do have a material amendment or modification of such Material Adverse EffectLease, (iv) is subject and subordinate to as the Mortgages and the Tenant thereunder agrees to attorn to Mortgage Lender and any 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 be subject to the prior approval of Lendercase may be. Borrower shall cause Mortgage Borrower to promptly deliver to provide Lender copies of all Leases which are entered into pursuant to this subsection together with Borrower’s certification that Mortgage Borrower or Operating Lessee has satisfied all of the conditions of this Section. Borrower shall pay the costs such information and expenses associated with documentation as may reasonably requested by Lender’s counsel review of any Lease for which , including, without limitation, lease comparables and other market information reasonably requested by Lender’s consent may be required under this Section 5.13.;

Leasing Matters. (a) Borrower Any Major Leases with respect to any Property executed after the date hereof shall be permitted subject to cause Mortgage Borrower Lender’s approval, which approval shall not be unreasonably withheld, conditioned or Operating Lessee to enter into a proposed Lease (including the renewal or extension delayed, provided, however, that renewals of an existing Lease (a “Renewal Lease”)) that is not a any Major Lease without by Borrowers initially executed prior to the prior written consent Closing Date shall not require the approval of Lender, provided such proposed Lease or Renewal Lease (i) provides for rental rates and Lender if the terms comparable to existing local market rates and terms (taking into account the type and quality of the tenant) as of the date any 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)renewals at a reasonably determinable rent. Upon request, (ii) is an arm’s-length transaction Borrowers shall furnish Lender with a bona fide, independent third party tenant, (iii) does executed copies of all Leases. All proposed Major Leases shall be on commercially reasonable terms and no Lease shall not contain any terms which would reasonably be expected to have or do have a Material Adverse Effect, (iv) is subject and materially adversely affect Lender’s rights under the Loan Documents. All Leases executed after the date hereof shall provide that they are subordinate to the Mortgages Mortgage and that the Tenant thereunder lessee agrees to attorn to Mortgage Lender and or any purchaser at a sale by foreclosure sale or power of sale, provided that, with respect to Major Leases, Lender provides commercially reasonable non-disturbance language. Borrowers (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of any Property involved, except that no termination by any Borrower or acceptance of surrender by a tenant of any Major Lease will be permitted without the 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) does shall not contain any optionalter, offer, right of first refusal, right of first offer modify or other similar right to acquire all or any portion change the terms of any Individual Property. Each Major Lease and all other proposed Leases which do not satisfy in any material manner, in each of the requirements set forth in this subsectionforegoing instances, unless Manager has without 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 be subject to the prior approval of Lender, not to be unreasonably withheld. Borrower shall cause Mortgage Borrower to promptly deliver to Lender copies of all Leases which are entered into To the extent Lender’s approval is required pursuant to this subsection Section 5.1.20, Lender shall endeavor to respond to a request for Lender’s approval within ten (10) Business Days after Borrowers’ written request therefor, delivered together with Borrower’s certification that Mortgage Borrower any documents or Operating Lessee has satisfied all of the conditions of this Section. Borrower shall pay the costs and expenses associated information required to be provided by Borrowers hereunder in connection with Lender’s counsel review of the 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 fail to 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 requested 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 which 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 consent may receipt of such second submission, Lender’s approval shall be required under this Section 5.13deemed 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 Leases with respect to the Property written after the 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. Lender shall approve or disapprove any such Lease within ten (a10) 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 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 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 Leases executed prior to the Closing Date). All 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 Closing Date shall provide that they are subordinate to the Mortgage encumbering the Property and that the tenant thereunder agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce the terms, covenants and conditions contained in the Leases upon the part of the 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 of any Lease shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to cause Mortgage Borrower preserve and protect the Property; provided, however, that no such termination or Operating Lessee to enter into surrender of any Lease covering more than the Relevant Leasing Threshold will be permitted without the 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 proposed Lease (including manner inconsistent with the renewal or extension provisions of an existing Lease (a “Renewal Lease”)) that is not a Major Lease the Loan Documents without the prior written consent of Lender, provided which consent may be withheld in the sole discretion of Lender; and (vi) shall execute and deliver at the request of Lender all such proposed 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 or Renewal Lease which demises less than the Relevant Leasing Threshold under any of the following circumstances: (i) provides for rental rates 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 comparable to existing local market rates and terms (taking into account the type and quality of the tenantLease 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) as 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 date requirements of this Agreement; provided, that such Lease is executed by Mortgage Borrower or Operating Lessee (unless, in i) for at least 10,000 square feet of space of 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)Improvements, (ii) is an arm’s-length transaction with a bona fide, independent third party tenant, tenant reasonably approved by Lender in writing prior to Borrower’s execution of any such Lease and (iii) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effect, (iv) is subject and subordinate to on the Mortgages and the Tenant thereunder agrees to attorn to Mortgage standard form of Lease previously approved in writing by Lender. Any SNDA executed by Lender and any 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 be subject in the form attached hereto as Exhibit A and made a part hereof with such commercially reasonable changes thereto as Lender shall agree to the prior approval of Lender. Borrower shall 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 Operating Lessee has satisfied all of the conditions of this Section. Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13in its reasonable discretion.

Leasing Matters. Any Leases with respect to an Individual Property executed after the date hereof, for more than three thousand (3,000) square feet shall be approved by Lender, which approval shall not be 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 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 or rejection by notice by facsimile on the same day being acceptable), then the Lease shall be deemed approved by Lender. Upon request, Borrower shall cause Mortgage Borrower to furnish Lender with 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 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 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. 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 Operating Lessee) whose Lease is in excess of three thousand (3,000) square feet and has been approved by Lender. Borrower shall, and shall cause Mortgage Borrower to cause Operating Lessee to, (i) observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) 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 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 Lease covering more than three thousand (3,000) square feet will be permitted without the consent of Lender (which consent shall not be unreasonably withheld, conditioned or delayed); (iii) not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents; and (vi) 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 proposed Lease (including the renewal or extension lease of an existing Lease (a “Renewal Lease”)) that is not a Major 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 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) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effect, (iv) is subject and subordinate to the Mortgages and the Tenant thereunder agrees to attorn to Mortgage Lender and any 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 substantially all 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 Property without Mortgage Borrower’s or Operating LesseeLender’s prior written consent pursuant to the Management Agreement (each a “Required Approval Lease”) shall be subject to the prior approval of Lender. Borrower shall 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 Operating Lessee has satisfied all of the conditions of this Section. Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13consent.

Leasing Matters. (a) Borrower shall be permitted to cause Mortgage Borrower or Operating (and Master Lessee to the extent authorized under the Master Lease) may enter into a proposed Lease (including the renewal or extension or expansion of an existing Lease (a “Renewal Lease”)) that is not a Major Lease 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 tenantTenant) 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)) 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) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effectmaterially adverse effect on the value of the related Individual Property taken as a whole, (iv) with respect to the Master Lease and the Xxxxxx & Xxxxxx Lease, is subject and subordinate to the Mortgages related Mortgage and the Tenant thereunder agrees to attorn to Mortgage Lender and any purchaser at a foreclosure sale and Lender, (v) except with respect to the Master Lease, 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 the related Individual Property, and (vi) except with respect to the Master Lease, is written on the standard form of lease approved by Lender. Each Major Lease and all other All 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”) subsection shall be subject to the 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 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 Operating Lessee it has satisfied all of the conditions of this Section. Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13.

Leasing Matters. (a) Borrower Any Major Leases executed after the date hereof, as well as any amendments or modifications of existing Major Leases, shall be permitted subject to cause Mortgage Borrower the prior written approval of Lender, which approval shall not be unreasonably withheld, conditioned or Operating Lessee to enter into a proposed Lease delayed (including the provided that any renewal or extension of an a Major Lease that is executed pursuant to the Tenant’s rights under such Major Lease or that results in the extension of the term of such Major Lease upon the same material terms set forth in the Major Lease prior to such renewal or extension shall not be subject to 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 for, nor provide Lender notice 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 Lease 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. All new Leases executed after the date hereof shall provide that they are subordinate to any loan documents encumbering the Individual Property subject to such Lease(s); provided, however, such subordination may be contingent upon the execution of a “Renewal 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 (or any portion thereof) involved; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits 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 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) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effect, (iv) is subject and subordinate to the Mortgages and the Tenant thereunder Lxxxxx. Lxxxxx agrees to attorn to Mortgage Lender and any 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 a subordination, non-disturbance agreement with tenants with respect to any Lease without Mortgage Borrower’s or Operating Lessee’s prior written consent pursuant in a form substantially similar to the Management Agreement (each a “Required Approval Lease”) shall be subject to subordination, non-disturbance agreements entered into in connection with the prior approval closing of Lenderthe Loan. Borrower shall cause Mortgage Borrower to promptly deliver to Lender copies written notice of all Leases which are entered into pursuant to this subsection together with Borrower’s certification that Mortgage any Tenant event of default (after expiration of any notice and cure periods) under a Major Lease promptly following Borrower or Operating Lessee has satisfied all obtaining actual knowledge of the conditions of this Sectionsame. Borrower shall pay Notwithstanding anything to the costs and expenses associated with contrary contained herein, to the extent Lender’s counsel review of prior approval is required for any Major Lease for which (or any modification or other matter with respect to such Major Lease requiring Lender’s consent may be required approval under this Section 5.135.1.20), 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. (a) Borrower None of the Borrowers shall be permitted to cause Mortgage Borrower or Operating Lessee to enter into a proposed Lease (including the permit any new Lease, or any amendment, renewal or extension expansion of an any existing Leases (except for renewals or expansions of Major 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 Property to be executed after the date hereof without the prior Approval of the Agent (provided, however, that (x) if such Lease (a “Renewal Lease”)) that 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 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 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 Approval of the tenantAgent. To the extent the Agent’s written approval is 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. THE AGENT’S RESPONSE IS REQUESTED WITHIN SEVEN (7) as 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 approve or disapprove such request (or fails to deliver notice that additional materials are being reasonably requested) within seven (7) Business Days of the effective date of such Lease is executed by Mortgage Borrower or Operating Lessee (unlessrequest, in then 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) does not contain any terms which would reasonably Agent’s consent shall be expected deemed to have or do have a Material Adverse Effectbeen granted. The Borrowers shall furnish the Agent with executed copies of all Leases and all amendments, (iv) is subject renewals and expansions thereof promptly upon effectiveness thereof. All proposed Leases executed after the date hereof shall provide that they are subordinate to the Mortgages related Mortgage and that the Tenant thereunder agrees lessee agrees, upon request, to attorn to Mortgage Lender and the Agent or any purchaser at a sale by foreclosure sale or power of sale, and (v) does not contain that neither the Agent nor any option, offer, right of first refusal, right of first offer such purchaser shall be liable for any tenant improvement costs or other similar right 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 acquire the Loan Documents). Each Borrower (i) shall observe and perform, or cause to be performed, the obligations imposed upon the lessor under the Leases; (ii) shall enforce the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed; provided that none of the Borrowers shall terminate or accept a surrender of any 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 Individual Property. Each portion of a Tenant’s premises whether by termination, subleasing from the Tenant or otherwise, without the prior Approval of the Agent (provided, however, that if the Lease is not a Major Lease and all Lease, the relevant Borrower may terminate said lease following a default thereunder in the exercise of its remedies in the ordinary course); (iii) shall not collect any rent under any of the Leases more than one (1) month in advance of the due date; (iv) shall not execute any other proposed assignment of lessor’s interest in any of the Leases which do not satisfy or 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 Rents (except to the Management Agreement Agent or as directed by the Agent as contemplated by the Loan Documents); (each a “Required Approval Lease”v) shall be subject to not alter, amend, modify, supplement or change the prior approval of Lender. Borrower shall 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 Operating Lessee has satisfied all of the conditions of this Section. Borrower shall pay the costs and expenses associated with Lender’s counsel review terms of any Lease for which Lender’s consent may be required under this Section 5.13in any material respects, or grant any material waivers or material consents in respect of any Lease, in each case without the prior Approval of the Agent (unless expressly permitted above); and (vi) shall execute and deliver at the request of the Agent all such further assurances, confirmations and assignments in connection with the Leases as the Agent shall from time to time reasonably require.

Leasing Matters. Any Leases with respect to the Property written after the 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. Lender shall approve or disapprove any such Lease within ten (a10) 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 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 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 Leases executed prior to the Closing Date). All 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 Closing Date shall provide that they are subordinate to the Mortgage encumbering the Property and that the tenant thereunder agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce the terms, covenants and conditions contained in the Leases upon the part of the 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 of any Lease shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to cause Mortgage Borrower preserve and protect the Property; provided, however, that no such termination or Operating Lessee to enter into surrender of any Lease covering more than the Relevant Leasing Threshold will be permitted without the 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 proposed Lease (including manner inconsistent with the renewal or extension provisions of an existing Lease (a “Renewal Lease”)) that is not a Major Lease the Loan Documents without the prior written consent of Lender, provided which consent may be withheld in the sole discretion of Lender; and (vi) shall execute and deliver at the request of Lender all such proposed 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 or Renewal Lease which demises less than the Relevant Leasing Threshold under any of the following circumstances: (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 tenant under said Lease is executed by Mortgage in default beyond any applicable grace and cure period, and 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) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effect, (iv) is subject and subordinate to the Mortgages and the Tenant thereunder agrees to attorn to Mortgage Lender and any 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 terminate such Lease without Mortgage Borrower’s or Operating Lessee’s prior written consent pursuant to Lease; (ii) such termination is permitted by the Management Agreement (each a “Required Approval Lease”) shall be subject to the prior approval of Lender. Borrower shall 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 Operating Lessee has satisfied all terms of the conditions 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 this Section. a termination fee to Borrower, and has in fact terminated its lease and paid said fee, Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13accept said termination.

Leasing Matters. (a) Borrower shall be permitted to cause Mortgage Borrower or Operating Lessee to may enter into a proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a Major 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 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) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effectmaterially adverse effect on the value of the Property taken as a whole, (iv) is subject and subordinate to the Mortgages Mortgage and the Tenant thereunder agrees to attorn to Mortgage Lender and any purchaser at a foreclosure sale and Lender, (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 the 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 rent credits, free rents or concessions exceed a period equal to three (3) months, and (viii) is written on the standard form of lease approved by Lender. Each Major Lease and all other All 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”) subsection shall be subject to the prior approval of LenderLender and its counsel, at Borrower’s expense. Borrower shall 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 Operating Lessee it has satisfied all of the conditions of this Section. Borrower shall pay the costs and expenses associated In connection with all requests for approvals or consents by Lender pursuant to this Section 5.13(a), Lender’s counsel review approval shall be deemed granted if not disapproved in writing within fifteen (15) Business Days of any Lease for which Lender’s consent may be required under this Section 5.13receipt 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. (a) Borrower shall be permitted to may cause or permit Mortgage Borrower or Operating Lessee to enter into a proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a Major Lease 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 tenanttenant and the location and quality of the space to be leased) as of the date such Lease is executed by Mortgage Borrower or Operating Lessee (unless, in the case of a Renewal LeaseLease or a Lease covering expansion space, the rent payable during such renewalrenewal 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 arm’sarms-length transaction with a bona fide, independent third party tenant, (iii) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effectmaterially adverse effect on the value or quality of the applicable Individual Property, (iv) is subject and subordinate to the Mortgages and the Tenant thereunder agrees to attorn to Mortgage Lender and any purchaser at a foreclosure sale and [intentionally omitted], (v) does is written on the standard form of residential lease approved by Lender (such approval not contain any optionto be unreasonably withheld, offerdelayed or conditioned) (which such standard form of lease currently approved by Lender is attached hereto as Exhibit B), right of first refusalunless Mortgage Borrower determines in good faith that deviations from the approved Lease form do not materially and adversely affect Mortgage Borrower’s interests under the Lease or Renewal Lease, right of first offer or other similar right to acquire all or any portion of any Individual Propertyand (vi) is not a Major Lease. Each Major Lease and all other All 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”) Section 5.1.17 shall be subject to the 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 subsection Section 5.1.17(a), together with Borrower’s certification that it has satisfied or caused Mortgage Borrower or Operating Lessee has satisfied to satisfy all of the conditions of this SectionSection 5.1.17(a) (other than conditions waived in writing by Lender) applicable to such Leases. Borrower shall pay the costs and expenses associated with Any Lease submitted to Lender for Lender’s counsel review approval shall be deemed approved if Lender shall not have notified Borrower in writing of any Lease for which 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 Borrower, Lender shall be entitled to a five (5) Business Day extension of the Approval Period (“Lender’s consent 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 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 Lender complies with the requirements of Section 5.1.17(g) hereof, and if Lender fails to so approve or disapprove of the Lease Term Sheet within such Approval Period and Lender’s Approval Extension Period, if applicable, the Lease Term Sheet shall be deemed approved by Lender. If Lender approves or is deemed to have approved the Lease Term Sheet, Lender’s prior approval shall not be required under this Section 5.13.for the final Lease, except to the extent such final Lease (i) deviates in any material respect from the terms

Leasing Matters. (a) An Individual Borrower shall be permitted to cause Mortgage Borrower or Operating Lessee to may enter into a proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a Major Lease new Leases --------------- without the prior written consent of Lender, provided that each such proposed new Lease or Renewal Lease (i) provides 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 tenant) as term 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, tenant inducements or a formula or other method to compute such rent, is provided for in concessions under the original LeaseLease and the size and quality of the demised space), (ii) is an arm’sshall be arm's-length transaction transactions with a bona fide, independent third party tenants and shall be written on the standard form of lease 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, (iiithe term of the Lease, the tenant inducements or concessions under the Lease and the size and quality of the demised space) does not contain any terms which would reasonably and shall be expected to have or do have a Material Adverse Effectarm's-length transactions with bona fide, (iv) is subject and independent third party tenants. All Leases shall provide that they are subordinate to the Mortgages Mortgage with respect to the related Individual Property and that the Tenant thereunder tenant agrees to attorn to Mortgage Lender, unless Lender agrees otherwise. Borrower (i) shall observe and perform in all material respects all the material obligations imposed upon the landlord under the Leases and 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 all of the material terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed, short of termination thereof, which Borrower deems reasonably prudent to enforce; (iv) shall not collect any purchaser at a foreclosure sale and of the Rents more than one (1) month in advance of when due under the applicable Lease; (v) shall not execute any other assignment of the lessor's interest in the Leases or the Rents and (vi) 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 contain any optionhave a material adverse effect upon the value of the related Individual Property (taking into account the circumstances of the affected Lease) and (z) terminate, offer, right of first refusal, right of first offer reduce the rents under or other similar right to acquire all or any portion 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. Each Major 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 (a "LEASE GUARANTY") or cancel or terminate such -------------- Lease and all Guaranty (other proposed Leases which do not satisfy than such an action required by the requirements set forth in this subsection, unless Manager has the right to enter into terms of such Lease without Mortgage Borrower’s Guaranty or Operating Lessee’s prior written consent pursuant to the Management Agreement (each a “Required Approval related Lease”) shall be subject to if such action could materially and adversely affect the prior approval of Lender. Borrower shall 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 Operating Lessee has satisfied all value of the conditions related Individual Property, or (B) consent to any assignment of this Section. Borrower shall pay or subletting under the costs Leases not in accordance with their terms if such action could materially and expenses associated with Lender’s counsel review adversely affect the value of any Lease for which Lender’s consent may be required under this Section 5.13the related Individual Property.

Leasing Matters. (a) Borrower Any renewals of Leases or Leases with respect to an Individual Property written after the date hereof shall be permitted approved by Lender, which approval shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, (i) renewals of Minor Leases and proposed Minor Leases shall not be subject to cause Mortgage Borrower or Operating Lessee to enter into a proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a Major Lease without the prior written consent approval of Lender and (ii) renewals of Leases (other than Minor Leases) and proposed Leases (other than Minor Leases) shall not be subject to the prior approval of Lender, provided such 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 Renewal the proposed Lease constitutes less than ten percent (i10%) of the total leaseable area of the related Individual Property, (C) no rent credits, free rents or concessions are granted under the renewal or proposed Lease, (D) the renewal or proposed Lease provides for rental rates and other terms comparable to existing local market rates and terms terms, (taking into account E) the type and quality of the tenant) as of the date such renewal or proposed 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’sarm's-length transaction with a bona fide, independent third third-party tenant, (iii) on commercially reasonable terms and does not contain any terms which that would reasonably be expected to have or do have a Material Adverse Effectmaterially affect Lender's rights under the Loan Documents, (ivF) the renewal or proposed Lease is subject and subordinate to the Mortgages Mortgage with respect to the related Individual Property and the Tenant tenant thereunder agrees to attorn to Mortgage Lender and any purchaser at a foreclosure sale (G) the proposed Lease is written on the standard form of lease which shall have been approved by Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. All renewals of Leases and (v) does 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 option, offer, right of first refusal, right of first offer or other similar right to acquire all or any portion of any Individual Propertyterms that would materially affect Lender's rights under the Loan Documents. Each Major Lease and all other proposed All Leases which do not satisfy executed after 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 date hereof shall provide that they are subordinate to the Management Agreement (each a “Required Approval Lease”) shall be subject Mortgage encumbering the applicable Individual Property and that the lessee agrees to the prior approval of attorn to Lender. Borrower (1) shall cause Mortgage Borrower to promptly deliver to Lender copies of all observe and perform the obligations imposed upon the lessor under the Leases which are entered into pursuant to this subsection together with Borrower’s certification that Mortgage Borrower in a commercially reasonable manner; (2) shall enforce and may amend or Operating Lessee has satisfied all terminate the terms, covenants and conditions contained in the Leases upon the part of the conditions lessee thereunder to be observed or performed in a commercially reasonable manner; (3) shall not collect any of this Section. Borrower the rents more than one (1) month in advance (other than security deposits); (4) shall pay not execute any other assignment of lessor's interest in the costs and expenses associated with Lender’s counsel review Leases or the Rents (except as contemplated by the Loan Documents); (5) shall not alter, modify or change the terms of any Lease for which 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 consent may be required under this Section 5.13's prior written approval and (7) 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. (a) All Leases shall be on the form of Lease approved by Lender with such market standard reasonable changes 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 permitted unreasonably withheld, prior to cause Mortgage Borrower or Operating Lessee to enter into a 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 (including i) any Lease under the renewal two prior sentences or extension (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 existing 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 provide for free rent only if the same is consistent with prevailing market conditions and shall provide for market rents then prevailing in the market area of the Property. Such Leases 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 Property, except for an actual occupancy by the lessee or licensee thereunder, and shall at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all Leases with respect to the Property, now or hereafter existing, on the part of the landlord, lessor or licensor thereunder to be kept and performed. Borrower shall promptly send to Lender copies of all notices of default which Borrower shall send or receive under any Major Lease. Borrower shall furnish to Lender, upon reasonable request from time to time, a copy of each Lease. Borrower (i) shall not do or suffer to be done any act, or omit to take any action, that might result in a “Renewal Lease”)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; (ii) that is shall not further assign any such Lease or the Rents; (iii) shall enforce the performance and observance of each and every condition and covenant of each of the parties under such Leases; (iv) shall not anticipate, discount, release, waive, compromise or otherwise discharge any rent payable under any of the Major Leases or otherwise terminate a Major Lease Lease; and (v) shall not consent to any assignment of or subletting under any Major Lease. With respect to Leases that are not Major Leases, Borrower shall not, without the prior written consent of LenderLender in each instance, 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 modify any of the tenantLeases (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 date such Lease is executed by Mortgage Borrower or Operating Lessee (unlessforegoing, in the case normal course of business in a Renewal Lease, the rent payable during such renewal, or a formula or other method to compute such rent, manner which is provided consistent with sound and customary leasing and management practices for similar properties in the original Lease), (ii) community in which the Property is an arm’s-length transaction with a bona fide, independent third party tenant, (iii) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effect, (iv) is subject and subordinate to the Mortgages and the Tenant thereunder agrees to attorn to Mortgage Lender and any 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 be subject to the prior approval of Lenderlocated. Borrower shall cause Mortgage Borrower to promptly deliver to Lender copies not permit the prepayment of all Leases which are entered into pursuant to this subsection together with Borrower’s certification that Mortgage Borrower or Operating Lessee has satisfied all any rents under any of the conditions of this Section. Borrower shall pay Leases for more than one (1) month prior to the costs and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13due date thereof.

Leasing Matters. (a) Upon request, Borrower shall furnish Lender with executed copies of all Leases. All renewals of Leases and all proposed Leases shall be permitted 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 cause the Mortgage Borrower encumbering the applicable Individual Property and that the lessee agrees to attorn to Lender or Operating Lessee any purchaser at a sale by foreclosure or power of sale; however, all Leases approved by Lender may also be subject to enter into non-disturbance or similar recognition agreement, and a proposed Lease 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 (including except for Leases approved by Lender) or any other similar provisions which adversely affect title to the renewal Mortgaged Property or extension which might materially and adversely impair the rights of an existing Lease (a “Renewal Lease”)) that is not a Major Lease Lender under the Loan Documents without the prior written consent of Lender, provided such proposed Lease which consent shall not be unreasonably withheld, conditioned 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) does not contain any terms which would reasonably be expected to have or do have a delayed. All Material Adverse Effect, (iv) is subject and subordinate to the Mortgages and the Tenant thereunder agrees to attorn to Mortgage Lender and any 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 be subject to the Lender's prior written approval. Lender shall not unreasonably withhold, condition or delay approval of Lender. Borrower shall 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 Operating Lessee has satisfied all of the conditions of this Section. Borrower shall pay the costs and expenses associated with Lender’s counsel review 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 be deemed to have been given if (i) request for which such approval is given with a written notice, clearly stated in 14-point type or larger, that approval will be deemed given if Lender does not respond within fifteen (15) days of Lender’s '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 of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner or unless such termination or surrender is 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 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 may be required under this Section 5.13and (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. (a) Borrower shall be permitted to cause Mortgage Borrower or may permit Operating Lessee to enter into a proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a Major 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 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) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effectmaterially adverse effect on the value of the related Individual Property taken as a whole, (iv) is subject and subordinate to the Mortgages Mortgage and the Tenant thereunder agrees to attorn to Mortgage Lender and any purchaser at a foreclosure sale and Lender, (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 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. Each Major Lease and all other All proposed Leases or Renewals (including Renewals of Schedule 5.13 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”) subsection shall be subject to the prior approval of LenderLender and its counsel, which consent shall not 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 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 Operating Lessee it has satisfied all of the conditions of this Section. Borrower 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 pay not be a default under this Agreement, provided, that, any Renewal of a Schedule 5.13 Lease shall be subject to the costs and expenses associated with Lender’s counsel review provisions of any Lease for which Lender’s consent may be required under this Section 5.13.

Leasing Matters. (a) Any Leases with respect to the Property executed after the date hereof, for more than 5,000 square feet shall be approved by Lender, which approval shall not be unreasonably withheld, delayed or conditioned. Upon request, Borrower shall be permitted to cause Mortgage Borrower or Operating Lessee to enter into a furnish Lender with executed copies of all Leases. All renewals of Leases and all proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a Major Lease without the prior written consent of Lender, provided such proposed Lease or Renewal Lease (i) provides Leases shall provide for rental rates and terms comparable to existing local market rates rates. All proposed Leases shall be on commercially reasonable terms 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) does shall not contain any terms which would reasonably be expected to have or do have a Material Adverse Effect, (iv) is subject and materially affect Lender’s rights under the Loan Documents. All Leases executed after the date hereof shall provide that they are subordinate to the Mortgages Mortgage and that the Tenant thereunder lessee agrees to attorn to Mortgage Lender and or any purchaser at a sale by foreclosure sale and (v) does not contain any option, offer, right or power 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 be subject to the prior approval of Lendersale. Borrower shall cause Mortgage (a) observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (b) 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 of more than 5,000 square feet shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to promptly preserve and protect the Property; provided, however, that no such termination or surrender of any Lease covering more than 5,000 square feet will be permitted without the consent of Lender; (c) not collect any of the rents more than one (1) month in advance (other than security deposits); (d) not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (e) not alter, modify or change the terms of any Lease in excess of 5,000 square feet in a manner inconsistent with the provisions of the Loan Documents; and (f) 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 Lender copies time reasonably require. Notwithstanding anything to the contrary contained herein, Borrower shall not enter into a lease of all Leases which are entered into pursuant to this subsection together with Borrower’s certification that Mortgage Borrower or Operating Lessee has satisfied substantially all of the conditions of this Section. Borrower shall pay the costs and expenses associated with Property without Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13prior consent.

Leasing Matters. (ai) Without the prior written approval of Administrative Agent and the Requisite Lenders, which approval shall not be unreasonably withheld, conditioned or delayed, the Borrower shall be permitted to cause Mortgage not (i) enter into, or amend, restate, supplement or otherwise modify, any 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 or Operating Lessee shall have the right without obtaining the prior approval of Administrative Agent, to enter into into, amend, restate, supplement or otherwise modify a proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”)) that which is not a Major 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 such Lease. All renewals of Tenant Leases and all proposed Tenant Leases (other than the Liquor Leases) shall (AA) be on terms and conditions which a senior executive, with at least ten (10) years experience in the management of Assets substantially similar to the Assets in the region where the Assets are located and that manages or has managed at least 3 such Assets, would consider to be commercially reasonable, constitute good and prudent business practice and be at prevailing market rents and other terms and conditions, (BB) be arms-length transactions, and (CC) not contain any terms which would adversely affect the Administrative Agent and Lenders respective rights under the Loan Documents. None of the Tenant Leases shall contain 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 Loan, without the prior written consent of Lender, provided such proposed Lease Administrative Agent which consent shall not be unreasonably withheld 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 delayed. Each Tenant shall conduct business only in that portion of the tenantAsset 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) as and shall also deliver to Administrative Agent, within 45 days of the date such Lease is executed end of each Fiscal Year, a rent roll for each Asset certified to Administrative Agent as being true and correct by Mortgage Borrower or Operating Lessee (unlessand containing the name of each Tenant, in the case term of a Renewal each Tenant's 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 space occupied by each tenant, (iii) does not contain any terms which would reasonably be expected to have the rentals or do have a Material Adverse Effectfees payable thereunder, (iv) is subject the expiration date of each Tenant Lease, occupancy statistics and subordinate such other information with respect to the Mortgages and Tenant Leases as Administrative Agent shall reasonably require (the Tenant thereunder agrees to attorn to Mortgage Lender and any 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 "RENT ROLL"). To the extent Administrative Agent's approval of any Individual Property. Each Major Tenant Lease and all other proposed Leases which do not satisfy the requirements set forth in this subsectionor Material Lease, unless Manager has the right to enter into such Lease without Mortgage Borrower’s any tenant 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. Borrower shall 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 Operating Lessee has satisfied all of the conditions of this Section. Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13.an alteration or

Leasing Matters. Any Lease with respect to any Individual Property that covers more than one thousand (a1,000) Borrower rentable square feet shall be permitted to cause Mortgage Borrower or Operating Lessee to enter into written on a proposed Lease (including the renewal or extension form of an existing Lease (a “Renewal Lease”)) that is not a Major Lease without the prior written consent of lease which has been approved by Lender, provided such which approval shall not be unreasonably withheld. Upon request, Borrowers shall furnish Lender with executed copies of all Leases. All proposed Lease Leases or Renewal Lease (i) provides for rental rates renewals of existing leases entered into after the Closing Date shall be on commercially reasonable terms 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) does shall not contain any terms which would reasonably materially affect Lender's rights under the Loan Documents. All Leases executed after the date hereof shall be expected subordinate to have the Mortgage encumbering the applicable Individual Property. Notwithstanding anything to the contrary contained herein, with respect to those portions of the Xxxxxx Xxxxxxx Penn Property which are, as of the Closing Date, leased or do have offered for lease for commercial uses not related to the use of the Property as a Material Adverse Effecthotel, 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 shall be commercially suitable to the operation of the Xxxxxx Xxxxxxx Penn Property as a first-class hotel. 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 (pound) and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) is subject and subordinate to shall not execute any other assignment of lessor's interest in the Mortgages and Leases or the Tenant thereunder agrees to attorn to Mortgage Lender and any purchaser at a foreclosure sale and Revenue (except as contemplated by the Loan Documents); (v) does shall not contain any optionalter, offer, right modify or change the terms of first refusal, right the Leases in a manner inconsistent within the provisions of first offer or other similar right to acquire all or any portion of any Individual Property. Each Major Lease the Loan Documents; 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”vi) shall be subject 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 the prior approval of Lender. Borrower shall 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 Operating Lessee has satisfied all of the conditions of this Section. Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13time require.

Leasing Matters. (a) Borrower shall be permitted to cause Mortgage Borrower or Operating Lessee to may enter into a proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a Major 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 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 tenanttenant 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) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effect, (iv) is subject and subordinate to the Mortgages and the Tenant thereunder agrees to attorn to Mortgage Lender and any 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 subsectionsubsection (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 Mortgage 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 to be unreasonably withheld, conditioned or delayed. Borrower shall 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 it or Operating Lessee has satisfied all of the conditions of this Section. Borrower shall pay the actual out-of-pocket third party costs and expenses associated with LenderLxxxxx’s, its counsel’s counsel or its servicer’s review of any Lease for which LenderLxxxxx’s consent may be required under this Section 5.13.

Leasing Matters. Any Leases with respect to an Individual Property executed after the date hereof, for more than three thousand (3,000) square feet shall be approved by Lender, which approval shall not be unreasonably withheld, conditioned or delayed. If (a) Borrower shall be permitted submits to cause Mortgage Borrower or Operating Lessee to enter into Lender a proposed Lease for which Lender’s consent is required hereunder together with reasonably detailed financial information relating to the 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 (including 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 renewal 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 extension reject the Lease within such five (5) Business Day period (approval or rejection by notice by facsimile on the same day being acceptable), then the Lease shall be deemed approved by Lender. Upon request, Borrower shall furnish Lender with copies of an existing Lease (a “Renewal Lease”)) that is not a Major Lease without the prior written consent all executed Leases. All renewals of Lender, provided such Leases and all proposed Lease or Renewal Lease (i) provides Leases shall provide for rental rates and terms comparable to existing local market rates rates. All proposed Leases shall be on commercially reasonable terms 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) does shall not contain any terms which would reasonably be expected to have or do have a Material Adverse Effect, (iv) is subject and materially affect Lender’s rights under the Loan Documents. All Leases executed after the date hereof shall provide that they are subordinate to the Mortgages Mortgage encumbering the applicable Individual Property and that the Tenant thereunder lessee agrees to attorn to Mortgage Lender and or any purchaser at a sale by foreclosure sale or power of sale. 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 Operating Lessee) whose Lease is in excess of three thousand (3,000) square feet and has been approved by Lender. Borrower shall, and shall cause Operating Lessee to, (i) observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) 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 Lease covering more than three thousand (3,000) square feet will be permitted without the consent of Lender (which consent shall not be unreasonably withheld, conditioned or delayed); (iii) not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) does not contain any optionalter, offermodify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents; and (vi) execute and deliver at the request of Lender all such further assurances, right 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 first refusal, right of first offer or other similar right to acquire all or any portion substantially all 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 Property without Mortgage Borrower’s or Operating LesseeLender’s prior written consent pursuant to the Management Agreement (each a “Required Approval Lease”) shall be subject to the prior approval of Lender. Borrower shall 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 Operating Lessee has satisfied all of the conditions of this Section. Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13consent.

Leasing Matters. (a) Borrower shall be permitted to cause Mortgage Borrower or Operating Lessee to may enter into a proposed Lease (including the renewal renewal, extension or extension modification of an existing Lease (a “Renewal Lease”)) that is not a Major 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 tenantTenant) as of the date such Lease is executed by Mortgage Borrower or Operating Lessee (unless, in the case of a Renewal Leaserenewal, 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’sarm's-length transaction with a bona fide, independent third party tenantTenant, (iii) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effectmaterially adverse effect on the value of the Property taken as a whole, (iv) is subject and subordinate to the Mortgages Security Instrument and requires the Tenant thereunder agrees to attorn to Mortgage Lender and any purchaser at a foreclosure sale and Lender, (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 the Property, (vi) 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 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 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. Each Major Lease and all other All 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”) subsection shall be subject to the prior approval of LenderLender and its counsel, at Borrower's expense. Borrower shall cause Mortgage Borrower to promptly deliver to Lender copies of all Leases which are entered into pursuant to this subsection together with Borrower’s 's certification that Mortgage Borrower or Operating Lessee it has satisfied all of the conditions of this Section. Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13subsection.

Leasing Matters. (a) Borrower shall be permitted to cause Mortgage Borrower or Operating Lessee to may enter into a proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a Major 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 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) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effectmaterially adverse effect on the value of the Property taken as a whole, (iv) is subject and subordinate to the Mortgages Mortgage and the Tenant thereunder agrees to attorn to Mortgage Lender and any purchaser at a foreclosure sale and Lender, (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 the 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. Each Major Lease and all other All 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”) subsection shall be subject to the prior approval of LenderLender and its counsel, at Borrower’s expense. Borrower shall 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 Operating Lessee it has satisfied all of the conditions of this Section. Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which ; provided, however, Lender’s consent may shall be required under this Section 5.13deemed 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 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 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 all other information and documentation related thereto requested by Lender.

Leasing Matters. (a) Borrower shall be permitted to cause Mortgage Borrower or Operating Lessee to may enter into a proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a Major Lease new Leases without the prior written --------------- consent of Lender, provided that each such proposed new Lease or Renewal Lease (i) provides 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 tenant) as term 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, tenant inducements or a formula or other method to compute such rent, is provided for in concessions under the original LeaseLease and the size and quality of the demised space), (ii) is an arm’sshall be arm's-length transaction transactions with a bona fide, independent third party tenants and shall be written on the standard form of lease 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, (iiithe term of the Lease, the tenant inducements or concessions under the Lease and the size and quality of the demised space) does not contain any terms which would reasonably and shall be expected to have or do have a Material Adverse Effectarm's-length transactions with bona fide, (iv) is subject and independent third party tenants. All Leases shall provide that they are subordinate to the Mortgages Mortgage with respect to the related Individual Property and that the Tenant thereunder tenant agrees to attorn to Mortgage Lender, unless Lender agrees otherwise. Borrower (i) shall observe and perform in all material respects all the material obligations imposed upon the landlord under the Leases and 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 all of the material terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed, short of termination thereof, which Borrower deems reasonably prudent to enforce; (iv) shall not collect any purchaser at a foreclosure sale and of the Rents more than one (1) month in advance of when due under the applicable Lease; (v) shall not execute any other assignment of the lessor's interest in the Leases or the Rents and (vi) 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, Borrower may, without Lender's consent (y) amend, modify or waive the provisions of any Leases if such action does not contain any optionhave a material adverse effect upon the value of the related Individual Property (taking into account the circumstances of the affected Lease) and (z) terminate, offer, right of first refusal, right of first offer reduce the rents under or other similar right to acquire all or any portion 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. Each Major Lease and all Borrower shall not, without the prior consent of Landlord (A) alter, modify or change the terms of any guaranty, letter of credit or other proposed credit support with respect to the Leases which do not satisfy the requirements set forth in this subsection, unless Manager has the right to enter into (a "LEASE GUARANTY") or cancel or terminate such Lease without Mortgage Borrower’s Guaranty (other -------------- than such an action required by the terms of such Lease Guaranty or Operating Lessee’s prior written consent pursuant to the Management Agreement (each a “Required Approval related Lease”) shall be subject to if such action could materially and adversely affect the prior approval of Lender. Borrower shall 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 Operating Lessee has satisfied all value of the conditions related Individual Property, or (B) consent to any assignment of this Section. Borrower shall pay or subletting under the costs Leases not in accordance with their terms if such action could materially and expenses associated with Lender’s counsel review adversely affect the value of any Lease for which Lender’s consent may be required under this Section 5.13the related Individual Property.

Leasing Matters. (a) Borrower shall be permitted to cause Mortgage Borrower or Operating Lessee to Maryland Owner may enter into a proposed Lease (including the any renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a Major Lease without the prior written consent of Lender, provided that 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) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effectmaterially adverse effect on the value of the related Individual Property taken as a whole, (iv) is subject and subordinate to the Mortgages Mortgage and the Tenant thereunder agrees to attorn to Mortgage Lender (subject to Lender’s delivery of a non-disturbance agreement containing market terms and any purchaser at a foreclosure sale and otherwise reasonably satisfactory to Lender), (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 the related Individual Property, and (vi) has a base term of less than fifteen (15) years including options to renew. Each Major Lease and all other All 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”) subsection shall be subject to the prior approval of LenderLender and Senior Mezzanine Lenders and their respective counsel, at Borrower’s and Maryland Owner’s expense, which consent shall not be unreasonably withheld or delayed. Borrower and Maryland Owner shall 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 Operating Lessee it has satisfied all of the conditions of this SectionSection 5.13. Borrower shall pay and Maryland Owner covenant not 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 Individual Property, in a change in the costs and expenses associated with Lender’s counsel review use or nature of any Lease for which Lender’s consent may be required under this Section 5.13such Individual Property from that of an extended stay hotel.

Leasing Matters. (a) Borrower Any proposed commercial Leases and modifications, renewals, or terminations of existing Leases for commercial space at the Property shall be permitted subject to cause Mortgage Borrower the prior written approval of Lender, which approval may be given or Operating Lessee to enter into withheld in the sole discretion of Lender. Lender shall approve or disapprove any such Lease other than a proposed 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 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, following Lender’s request, shall furnish Lender with executed copies of all Leases. All renewals of residential Leases and all proposed residential Leases shall provide for rental rates comparable to existing local market rates (unless such rental rates are otherwise set forth in the renewal Leases executed prior to the Closing Date). All proposed residential Leases shall be on the Lender-approved standard from of Lease and be on commercially reasonable terms and shall not contain any terms which would materially affect Lender’s rights under the Loan Documents. No material changes may be made to the Lender-approved standard form of lease without the prior written consent of Lender. All Leases executed after the Closing Date shall provide that they are subordinate to the Mortgage encumbering the Property and that the tenant thereunder agrees to attorn to Lender or extension any purchaser at a sale by foreclosure or power of an existing sale. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce the terms, covenants and conditions contained in the Leases upon the part of the 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, provided, however, a residential Lease may be terminated in the event of a default by the tenant thereunder; (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 “Renewal Lease”)) that is not a Major Lease manner inconsistent with the provisions of the Loan Documents 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) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effect, (iv) is subject and subordinate to the Mortgages and the Tenant thereunder agrees to attorn to Mortgage Lender and any 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 be subject to the prior approval of Lender. Borrower shall 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 Operating Lessee has satisfied all of the conditions of this Section. Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13withheld in the sole discretion of Lender; (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignment in connection with the Leases as Lender shall from time to time reasonably require and (vii) shall not make any material changes to the Lender-approved standard form of Lease.

Leasing Matters. (a) Borrower shall be permitted to may cause or permit Mortgage Borrower or Operating Lessee to enter into a proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a Major Lease 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 tenanttenant and the location and quality of the space to be leased) as of the date such Lease is executed by Mortgage Borrower or Operating Lessee (unless, in the case of a Renewal LeaseLease or a Lease covering expansion space, the rent payable during such renewalrenewal 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 arm’sarms-length transaction with a bona fide, independent third party tenant, (iii) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effectmaterially adverse effect on the value or quality of the applicable Individual Property, (iv) is subject and subordinate to the Mortgages and the Tenant thereunder agrees to attorn to Mortgage Lender and any purchaser at a foreclosure sale and [intentionally omitted], (v) does is written on the standard form of residential lease approved by Lender (such approval not contain any optionto be unreasonably withheld, offerdelayed or conditioned) (which such standard form of lease currently approved by Lender is attached hereto as Exhibit B), right of first refusalunless Mortgage Borrower determines in good faith that deviations from the approved Lease form do not materially and adversely affect Mortgage Borrower’s interests under the Lease or Renewal Lease, right of first offer or other similar right to acquire all or any portion of any Individual Propertyand (vi) is not a Major Lease. Each Major Lease and all other All 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”) Section 5.1.17 shall be subject to the 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 subsection Section 5.1.17(a), together with Borrower’s certification that it has satisfied or caused Mortgage Borrower or Operating Lessee has satisfied to satisfy all of the conditions of this SectionSection 5.1.17(a) (other than conditions waived in writing by Lender) applicable to such Leases. Borrower shall pay the costs and expenses associated with Any Lease submitted to Lender for Lender’s counsel review approval shall be deemed approved if Lender shall not have notified Borrower in writing of any Lease for which 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 Borrower, Lender shall be entitled to a five (5) Business Day extension of the Approval Period (“Lender’s consent 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 required under this Section 5.13.reasonably 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. (a) Borrower shall be permitted to may cause or permit Mortgage Borrower or Operating Lessee to enter into a proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a Major Lease 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 tenanttenant and the location and quality of the space to be leased) as of the date such Lease is executed by Mortgage Borrower or Operating Lessee (unless, in the case of a Renewal LeaseLease or a Lease covering expansion space, the rent payable during such renewalrenewal 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 arm’sarms-length transaction with a bona fide, independent third party tenant, (iii) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effectmaterially adverse effect on the value or quality of the applicable Individual Property, (iv) is subject and subordinate to the Mortgages and the Tenant thereunder agrees to attorn to Mortgage Lender and any purchaser at a foreclosure sale and [intentionally omitted], (v) does is written on the standard form of residential lease approved by Lender (such approval not contain any optionto be unreasonably withheld, offerdelayed or conditioned) (which such standard form of lease currently approved by Lender is attached hereto as Exhibit B), right of first refusalunless Mortgage Borrower determines in good faith that deviations from the approved Lease form do not materially and adversely affect Mortgage Borrower’s interests under the Lease or Renewal Lease, right of first offer or other similar right to acquire all or any portion of any Individual Propertyand (vi) is not a Major Lease. Each Major Lease and all other All 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”) Section 5.1.17 shall be subject to the prior approval of Lender. Borrower shall cause Mortgage Borrower Lender (such approval not to promptly deliver to Lender copies of all Leases which are entered into pursuant to this subsection together with be unreasonably withheld, delayed or conditioned), at Borrower’s certification that Mortgage Borrower or Operating Lessee has satisfied all of the conditions of this Section. Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13.’s

Leasing Matters. (ai) Borrower Without the prior written approval of Administrative Agent and the Requisite Lenders, which approval shall not be permitted unreasonably withheld, conditioned or delayed, Borrowers shall not and shall not permit any other Loan Party to cause Mortgage Borrower (i) enter into, or Operating Lessee amend, restate, supplement or otherwise modify, any 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 into, amend, restate, supplement or otherwise modify a proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”)) that which is not a Major 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 such Lease. All renewals of Tenant Leases and all proposed Tenant Leases (other than the Liquor Leases) shall (AA) be on terms and conditions which a senior executive, with at least ten (10) years experience in the management of Assets substantially similar to the Assets in the region where the Assets are located and that manages or has managed at least 3 such Assets, would consider to be commercially reasonable, constitute good and prudent business practice and be at prevailing market rents and other terms and conditions, (BB) be arms-length transactions, and (CC) not contain any terms which would adversely affect Administrative Agent and Lenders respective rights under the Loan 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 Lender, provided such proposed Lease Administrative Agent which consent shall not be unreasonably withheld 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 delayed. Each Tenant shall conduct business only in that portion of the tenantAsset covered by its Tenant Lease. Borrowers shall and shall cause the other Loan Parties to 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) as and shall also deliver to Administrative Agent, within 45 days of the date such Lease is executed end of each Fiscal Year, a rent roll for each Asset certified to Administrative Agent as being true and correct by Mortgage the appropriate Borrower or Operating Lessee (unlesssuch other Loan Party and containing the name of each Tenant, in the case term of a Renewal each Tenant's 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 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 Tenant Leases as Administrative Agent shall reasonably require (iii) does not contain the "RENT ROLL"). To the extent Administrative Agent's approval of any terms which would reasonably be expected to have Tenant Lease or do have Material Lease, any tenant or an alteration or modification of a Material Adverse Effect, (iv) Lease or Tenant Lease is subject and subordinate to the Mortgages and the Tenant thereunder agrees to attorn to Mortgage Lender and any 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 be subject to the prior approval of Lender. Borrower shall 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 Operating Lessee has satisfied all of the conditions of this Section. Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.135.1(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 all information reasonably required in order to adequately review such request, Borrowers may send an additional written request for approval and if Administrative Agent fails to respond to Borrowers' second request within fourteen (14) days thereof, Administrative Agent shall be deemed to have approved such Lease or such tenant, as the case may be.

Leasing Matters. (a) Borrower shall be permitted to cause Mortgage Borrower or Operating Lessee to may enter into a proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a Major 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 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) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effectmaterially adverse effect on the value of the Property taken as a whole, (iv) is subject and subordinate to the Mortgages Mortgage and the Tenant thereunder agrees to attorn to Mortgage Lender and any purchaser at a foreclosure sale and Lender, (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 the 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. Each Major Lease and all other All 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”) subsection shall be subject to the prior approval of LenderLender and its counsel (which approval shall not be unreasonably withheld, conditioned or delayed), at Borrower’s expense. Borrower shall 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 Operating Lessee it has satisfied all of the conditions of this Section. Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13.

Leasing Matters. (a) Borrower Any Lease executed after the date hereof shall be permitted to cause Mortgage Borrower or Operating Lessee to enter into a proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a Major Lease without require the prior written consent of Lender, provided which consent shall not be unreasonably withheld. Upon request, Borrower shall furnish Lender with true, correct and complete executed copies of all such proposed Leases, amendments thereof and any related agreements. All renewals of Leases (excluding any renewal options set forth in the Freeport Lease or Renewal Lease (iand any renewal options set forth in any of the Subleases) provides and all proposed Leases shall provide for rental rates and terms comparable to existing local market rates rates. All proposed Leases shall be on commercially reasonable terms 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) does shall not contain any terms which would reasonably be expected to have or do have a Material Adverse Effect, (iv) is subject and materially affect Lender’s rights under the Loan Documents. All Leases executed after the date hereof shall provide that they are subordinate to the Mortgages applicable Mortgage and the Tenant Lien created thereby and that the tenant thereunder agrees to attorn to Mortgage Lender and or any purchaser at a sale by foreclosure sale or power of sale. Borrower (a) shall observe and perform the obligations imposed upon the lessor under the Leases applicable to the Property in a commercially reasonable manner; (b) shall enforce and may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the tenant thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property, except that Borrower shall not terminate or accept the surrender by a tenant of, any Lease unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; (c) shall not collect any of the Rents more than one (1) month in advance (other than security deposits required pursuant to such Lease); (d) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (e) shall not alter, modify or change the terms of any Leases in a manner inconsistent with the provisions of the Loan Documents; and (vf) does not contain any optionshall execute and deliver at the request of Lender all such further assurances, offer, right of first refusal, right of first offer or other similar right confirmations and assignments in connection with the Leases as Lender shall from time 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 time reasonably require Lender shall have the right to enter into such Lease without Mortgage Borrower’s or Operating Lessee’s prior written require each new tenant to execute and deliver to Lender a subordination, non‑disturbance of possession and attornment agreement in form, content and manner of execution reasonably acceptable to Lender. Notwithstanding the foregoing, to the extent that the consent of the landlord is not required in connection with any sublease pursuant to the Management Agreement (each a “Required Approval Lease”) shall be subject Freeport Lease or any other Lease approved by Lender pursuant to the prior approval of Lender. Borrower shall 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 Operating Lessee has satisfied all of the conditions of this Section. Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which terms thereof, then Lender’s consent may shall not be required under this Section 5.13hereunder.

Leasing Matters. (a) Borrower shall be permitted to cause Mortgage Borrower or Operating Lessee to may enter into a proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a Major 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 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) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effectmaterially adverse effect on the value of the Property taken as a whole, (iv) is subject and subordinate to the Mortgages Mortgage and requires the Tenant thereunder agrees to attorn to Mortgage Lender and any purchaser at a foreclosure sale and Lender, (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 the 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. Each Major Lease and all other All 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”) subsection shall be subject to the prior approval of LenderLender and its counsel, at Borrower’s expense (not to exceed $5,000). Borrower shall 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 Operating Lessee it has satisfied all of the conditions of this Section. Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13.

Leasing Matters. (a) Borrower shall be permitted to cause Mortgage Borrower or Operating Lessee to may enter into a proposed Lease (including the renewal or extension of an existing Lease (a “"RENEWAL LEASE"); provided, however for the purpose of this Section 5.13, 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 existing Lease”)) that is not a Major 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 tenanttenant and the Property taken as a whole) 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)Borrower, (ii) is an arm’sarm's-length transaction with a bona fide, independent third party tenant, (iii) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effectmaterially adverse effect on the value of the Property taken as a whole, (iv) is subject and subordinate to the Mortgages Mortgage and the Tenant thereunder agrees to attorn to Mortgage Lender and any purchaser at a foreclosure sale and Lender, (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 the Property. Each , except for expansion options, unless when exercised would cause such Lease to constitute a Major Lease (vi) has a base term of ten (10) years or less excluding options to renew and all 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, 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”) subsection shall be subject to the prior reasonable approval of Lender, at Borrower's expense. Borrower shall cause Mortgage Borrower to promptly deliver to Lender copies of all Leases which are entered into pursuant to this subsection together with Borrower’s 's certification that Mortgage Borrower or Operating Lessee it has satisfied all of the conditions of this Section. Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13.

Leasing Matters. (a) With respect to the Property, Borrower shall be permitted to cause Mortgage Borrower or Operating Lessee to may enter into a proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a Major 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 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’sarms-length transaction with a bona fide, independent third party tenant, (iii) does not contain any terms which would reasonably be expected to have or do not, in Borrower’s commercially reasonable judgment, have a Material Adverse Effect, (iv) is subject and subordinate to the Mortgages Security Instrument and the Tenant lessee thereunder agrees to attorn to Mortgage Lender and any purchaser at a foreclosure sale and Lender, (v) does 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 contain alter in any option, offer, right of first refusal, right of first offer material adverse respect the provisions relating to subordination and attornment or other similar right form reasonably acceptable to acquire all or Lender, or, with respect to any portion of proposed Lease, factual information with respect to the tenant and other commercially reasonable modifications as reasonably determined by Borrower, provided that in no event shall such modifications alter in any Individual Propertymaterial adverse respect the standard lease provisions relating to subordination and attornment), and (vi) is not a Major Lease. Each Major Lease and all other All 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”Section 5.1.17(a) shall be subject to the prior approval of Lender, 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 thirty (30) days or less shall not be considered a Lease for purposes of this Section 5.1.17 and shall not be subject to the prior approval of Lender so long as such license or similar agreement does not constitute a Major Lease. 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 subsection Subsection together with Borrower’s certification that Mortgage Borrower or Operating Lessee it has satisfied all of the conditions of this Section. Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.135.1.17.

Leasing Matters. (a) Except for the Master Lease, if any, Borrower shall be permitted to cause Mortgage Borrower or Operating Lessee to may enter into a proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a Major 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 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) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effectmaterially adverse effect on the value of the Property taken as a whole, (iv) is subject and subordinate to the Mortgages Mortgage and the Tenant thereunder agrees to attorn to Mortgage Lender and any purchaser at a foreclosure sale and Lender, (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 the 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. Each Major Lease and all other 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, 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”) subsection shall be subject to the prior approval of LenderLender and its counsel, at Borrower’s expense. Borrower shall 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 Operating Lessee it has satisfied all of the conditions of this Section. Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which ; provided, however, Lender’s consent may shall be required under this Section 5.13deemed 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 Lease, prior to the execution of such Lease, which Lease shall contain terms and conditions substantially similar to those set forth in such written Lease proposal and shall not contain any terms (economic or otherwise) which are less favorable than those set forth in the Lease proposal.

Leasing Matters. (a) Borrower shall be permitted to cause Mortgage Borrower or Operating Lessee to may enter into a proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a Major 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 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) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effectmaterially adverse effect on the value of the Individual Properties taken as a whole, (iv) is subject and subordinate to the Mortgages Mortgage and the Tenant thereunder agrees to attorn to Mortgage Lender and any purchaser at a foreclosure sale and Lender, (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 the Individual PropertyProperties and (vi) has a base term of less than fifteen (15) years including options to renew. Each Major Lease and all other All 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”) subsection shall be subject to the prior approval of LenderLender and its counsel, at Borrower’s expense. Borrower shall 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 Operating Lessee it has satisfied all of the conditions of this Section. Borrower No Lease shall pay include, or includes as of the costs and expenses associated with Lender’s counsel review of date hereof, any Lease for which Lender’s consent may be required under this Section 5.13free rent or “takeover” rent provisions except as set forth on Schedule I attached hereof.

Leasing Matters. (a) Borrower shall be permitted to cause Mortgage Borrower or Operating Lessee to may enter into a proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a Major Lease without the prior written consent of Lender, provided such proposed Lease or Renewal Lease (i) provides for rental rates and terms comparable to existing local market rates and terms (taking into account the type and quality of the tenant) as of the date such Lease or Renewal Lease is executed by Mortgage Borrower or Operating Lessee (unless, in the 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 rentrenewal, is provided for in the original Lease), (ii) is an arm’sarms-length transaction with a bona fide, independent third party tenant, (iii) does not contain any terms which would reasonably be expected to have or do not, in Borrower’s good faith judgment, as applicable, have a Material Adverse Effect, (iv) is subject and subordinate to the Mortgages Mortgage and the Tenant lessee thereunder agrees to attorn to Mortgage Lender and any purchaser at a foreclosure sale and Lender, (v) does is written on the standard form of lease approved by Lender with modifications typically found in similar leases, and (vi) is not contain any optiona Major Lease, 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 All 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”Section 4.1.9(a) shall 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 cause Mortgage Borrower to promptly deliver to Lender copies of all Leases which are entered into pursuant to this subsection (a) together with BorrowerOfficer’s certification Certificate stating that Mortgage Borrower or Operating Lessee has satisfied all of the conditions of this Section. Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.134.1.9(a).