Common use of Leasing Matters Clause in Contracts

Leasing Matters. (a) Borrower shall not (and shall cause Mortgage Borrower and Guarantor (Operating Lease) not to), without the prior written consent of Lender (and, if a Securitization shall have occurred, Borrower shall have obtained and delivered to Lender a Rating Agency Confirmation) restate, materially modify, materially amend or materially supplement (or permit the restatement, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting any of the economic terms of any Operating Lease or any of the terms of the Operating Lease Guaranty shall be deemed to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases for more than one (1) month prior to the due date thereof. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any modification, amendment or waiver of any provision of the Operating Lease as may be reasonably necessary to comply with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent with the provisions of this Agreement or any other Loan Document. Notwithstanding anything contained in this Section 5.1.20(a) to the contrary, (x) Lender’s consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies), and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies).

Leasing Matters. Any Lease executed after the date hereof (and any amendment or termination thereof) shall require the prior written consent of Lender, which consent shall be in Lender’s sole and absolute discretion. Borrower shall furnish Lender with true, correct and complete executed copies of all Leases, amendments thereof and any related agreements. Without limitation, and as applicable, Lender shall be deemed to have approved all renewals of Leases and all proposed Leases so long as the same (a) provide for rental rates comparable to existing local market rates, contain reasonable market rate terms and do not contain any terms which would materially adversely affect Lender’s rights under the Loan Documents, (b) are for a lease term not exceeding one year, including all extensions, (c) are with individual, residential, non-commercial tenants, and (d) have been entered into by Borrower in its ordinary course of business. All Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument and the Liens created thereby and that the Tenant thereunder agrees to attorn to Lender or any other purchaser of the Property at a sale by foreclosure (or deed in lieu thereof) or power of sale. Borrower (a) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (b) 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 which does not (impair the value of the Property involved, provided that in no event shall Borrower terminate or accept the surrender of any Lease by a Tenant unless by reason of a Tenant default and shall cause Mortgage Borrower then only in a commercially reasonable manner to preserve and Guarantor (Operating Lease) not to)protect the Property; provided, however, that no such termination or surrender of any Lease will be permitted without the prior written consent of Lender or unless such termination or surrender is specifically provided for in the Lease; (and, if a Securitization c) shall have occurred, Borrower shall have obtained and delivered to Lender a Rating Agency Confirmation) restate, materially modify, materially amend or materially supplement (or permit the restatement, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting not collect any of the economic terms of any Operating Lease or any of the terms of the Operating Lease Guaranty shall be deemed to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases for Rents more than one (1) month prior in advance (other than security deposits required pursuant to such Lease); (d) shall not execute any other assignment of the lessor’s interest in the Leases or the Rents (except to Lender pursuant to the due date thereof. Notwithstanding the foregoing, Lender’s consent Loan Documents); (e) shall not be required alter, modify or change the terms of the Leases; and (f) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with any modificationthe Leases as Lender shall from time to time reasonably require. Lender shall have the right to require each new Tenant to execute and deliver to Lender a subordination, amendment or waiver non-disturbance of any provision possession and attornment agreement in form, content and manner of the Operating Lease as may be execution reasonably necessary to comply with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent with the provisions of this Agreement or any other Loan Document. Notwithstanding anything contained in this Section 5.1.20(a) to the contrary, (x) Lender’s consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies), and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies).

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 not 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 cause 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 Guarantor perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (Operating Leaseii) 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 toto 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 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 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 without the prior written consent of Lender, which consent may be withheld in the sole discretion of Lender; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and 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 (andLender, if a Securitization shall have occurred, Borrower shall have obtained and delivered to Lender a Rating Agency Confirmation) restate, materially modify, materially amend or materially supplement (or permit terminate any Lease which demises less than the restatement, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting Relevant Leasing Threshold under any of the economic terms of following circumstances: (i) the tenant under said Lease is in default beyond any Operating Lease or any of applicable grace and cure period, and Borrower has the right to terminate such Lease; (ii) such termination is permitted by the terms of the Operating Lease Guaranty shall be deemed in question and Borrower has secured an obligation from a third party to lease the space under the Lease to be material for purposes hereof), terminate terminated at a rental equal to or accept higher than the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition rental due under the Operating Leases or Operating Lease Guaranty. In connection with to be terminated; and (iii) if the tenant under the Lease to be terminated, has executed a material modification, Lender may requestright under said Lease to terminate its lease upon payment of a termination fee to Borrower, and has in such eventfact terminated its lease and paid said fee, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases for more than one (1) month prior to the due date thereof. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any modification, amendment or waiver of any provision of the Operating Lease as may be reasonably necessary to comply with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent with the provisions of this Agreement or any other Loan Document. Notwithstanding anything contained in this Section 5.1.20(a) to the contrary, (x) Lender’s consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies), and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies)accept said termination.

Leasing Matters. (a) Borrower shall not (and shall cause Mortgage Borrower and Guarantor (Operating Lease) not to), without the prior written consent of Lender (and, if a Securitization shall have occurred, Borrower shall have obtained and delivered to Lender a Rating Agency Confirmation) restate, materially modify, materially amend or materially supplement (or permit the restatement, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting any of the economic terms of any Operating Lease or any of the terms of the Operating Lease Guaranty shall be deemed to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases for more than one (1) month prior to the due date thereof. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any modification, amendment or waiver of any provision of the Operating Lease as may be reasonably necessary to comply with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent with the provisions of this Agreement or any other Loan Document. Notwithstanding anything contained in this Section 5.1.20(a) to the contrary, (x) Lender’s consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies)Lender, and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies)Lender.

Leasing Matters. (a) Borrower shall not (and shall be permitted to cause Mortgage Borrower and Guarantor or Operating Lessee to enter into a proposed Lease (Operating including the renewal or extension of an existing Lease (a “Renewal Lease”)) that is not to), a Major Lease without the prior written consent of Lender (andLender, if a Securitization shall have occurred, Borrower shall have obtained and delivered to Lender a Rating Agency Confirmation) restate, materially modify, materially amend or materially supplement (or permit the restatement, material modification, amendment or supplement of) any Operating provided such proposed Lease or Operating Renewal Lease Guaranty (provided, that any modification, amendment or supplement affecting any i) provides for rental rates and terms comparable to existing local market rates and terms (taking into account the type and quality of the economic 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 Lease or any of Lessee’s prior written consent pursuant to the terms of the Operating Lease Guaranty Management Agreement (each a “Required Approval Lease”) shall be deemed subject to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) prior approval of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense)Lender. Borrower shall not permit (or cause or permit Mortgage Borrower to permit) 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 prepayment conditions of this Section. Borrower shall pay the costs and expenses associated with Lender’s counsel review of any rents under the Operating Leases Lease for more than one (1) month prior to the due date thereof. Notwithstanding the foregoing, which Lender’s consent shall not may be required in connection with any modification, amendment or waiver of any provision of the Operating Lease as may be reasonably necessary to comply with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent with the provisions of this Agreement or any other Loan Document. Notwithstanding anything contained in under this Section 5.1.20(a) to the contrary, (x) Lender’s consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies), and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies)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, other than a Lease for all or substantially all of the Property which shall not be subject to such ten business-day period, 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 not 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 cause 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 Guarantor perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (Operating Leaseii) 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 toto 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 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 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 without the prior written consent of Lender, which consent may be withheld in the sole discretion of Lender; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and 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 (andLender, if a Securitization shall have occurred, Borrower shall have obtained and delivered to Lender a Rating Agency Confirmation) restate, materially modify, materially amend or materially supplement (or permit terminate any Lease which demises less than the restatement, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting Relevant Leasing Threshold under any of the economic terms of following circumstances: (i) the tenant under said Lease is in default beyond any Operating Lease or any of applicable grace and cure period, and Borrower has the right to terminate such Lease; (ii) such termination is permitted by the terms of the Operating Lease Guaranty shall be deemed in question and Borrower has secured an obligation from a third party to lease the space under the Lease to be material for purposes hereof), terminate terminated at a rental equal to or accept higher than the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition rental due under the Operating Leases or Operating Lease Guarantyto be terminated; and (iii) if the tenant under the Lease to be terminated, has executed a right under said Lease to terminate its lease upon payment of a termination fee to Borrower, and has in fact terminated its lease and paid said fee, Borrower may accept said termination. In connection with a material modificationaddition, Lender may request, and the requirements set forth in such event, Borrower this Section 5.1.20 shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory apply to Lender issued any sublease by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases for more than one (1) month prior Anchor Tenant pursuant to the due date thereof. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any modification, amendment or waiver of any provision of the Operating Lease as may be reasonably necessary to comply with the requirements of this Agreement or any other Loan Document or that makes the relevant provisions of the Operating Lease consistent with the provisions of this Agreement or any other Loan Document. Notwithstanding anything contained in this Section 5.1.20(a) to the contrary, (x) Lender’s consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Anchor Tenant Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies), and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies).

Leasing Matters. (a) Borrower shall have the right, without the consent of Lender, to cause Mortgage Borrower or Baltimore Owner enter into any Lease (other than a Material Lease). Upon request, Borrower shall furnish Lender with executed copies of all Leases. All proposed Material Leases shall be on commercially reasonable terms and shall not (contain any terms which would materially affect Lender’s rights under the Loan Documents or Mortgage Lender’s rights under the Mortgage 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 Mortgage Lender or any purchaser at a sale by foreclosure or power of sale. Borrower shall cause Mortgage Borrower and Guarantor Baltimore Owner to (Operating Leasea) not to)observe and perform the obligations imposed upon the lessor under the Material Leases in a commercially reasonable manner; (b) have the right, without the prior written consent of Lender (andLender, if a Securitization shall have occurredto amend, Borrower shall have obtained and delivered to Lender a Rating Agency Confirmation) restate, materially modify, materially amend or materially supplement 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) or permit terminate, reduce rents under, accept the restatementsurrender 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 modificationadverse affect on the value of the applicable Individual Property taken as a whole, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, however, that any modificationa 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 and Lender is provided with a copy thereof; (c) enforce the terms, amendment covenants and conditions contained in the Material Leases upon the part of the lessee thereunder to be observed or supplement affecting performed in a commercially reasonable manner and in a manner not to impair the value of the Individual Property involved; (d) not collect any of the economic terms of any Operating Lease or any of the terms of the Operating Lease Guaranty shall be deemed to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases for more than one (1) month prior to in advance (other than security deposits); (e) not execute any other assignment of lessor’s interest in the due date thereof. Notwithstanding Leases or the foregoingRents (except as contemplated by the Mortgage Loan Documents); (f) not alter, Lender’s consent shall not be required in connection with any modification, amendment modify or waiver of any provision change the terms of the Operating Lease as may be reasonably necessary to comply Leases in a manner inconsistent with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent Mortgage Loan Documents; and (g) execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the Leases as Lender shall from time to time reasonably require. Lender shall not unreasonably withhold, condition or delay its consent with respect to the entering into, renewal, extension, amendment, modification, waiver of provisions of, termination, reduction of this Agreement rents under, acceptance of a surrender of space or the shortening of the term of any other Loan DocumentMaterial Lease. Notwithstanding anything to the contrary contained herein, neither Mortgage Borrower nor Baltimore Owner shall enter into a lease of all or substantially all of any Individual Property without Lender’s prior consent, which consent may be withheld or conditioned in Lender’s sole discretion. To the extent Lender’s prior written approval is required pursuant to this Section 5.1.20(a5.1.20, 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 the contrary, (x) approve or disapprove such request and such written request shall state thereon in bold letters of 14 point font or larger that action is required by Lender and Lender’s consent will be deemed given if there is no response by Lender. If Lender fails to approve or disapprove the request within such fifteen (15) days, Lender’s approval shall be deemed given. Should Lender fail to approve any amendmentsuch request, modification Lender shall give Borrower written notice setting forth in reasonable detail the basis for such disapproval. Lender shall not unreasonably withhold, condition or supplement delay approval of the Operating Lease execution of any subordination and non-disturbance or similar recognition agreement requested by any tenant under a lease provided (i) Lender has approved such lease, which approval shall not be unreasonably withheld, conditioned or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies)delayed, and (yii) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendmentsuch agreement is in form, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion scope and an Additional True Lease Opinion substance reasonably acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies)Lender.

Leasing Matters. (a) Borrower Any Leases with respect to the Property written after the date hereof, for more than 5,000 square feet shall be approved by Lender, which approval shall not be unreasonably withheld, including approval for the approximately 8,000 square feet of space intended to be leased to be used as a restaurant (and shall cause Mortgage Borrower and Guarantor (Operating the “Restaurant Lease) not to”), without the prior written consent of Lender (and, if a Securitization shall have occurred. Upon request, Borrower shall have obtained furnish Lender with executed copies of all Leases. All renewals of Leases and delivered 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 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 Mortgage encumbering the Property and that the lessee agrees to attorn to Lender or any purchaser at a Rating Agency Confirmationsale by foreclosure or power of sale. Borrower shall (i) restateobserve and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) enforce the terms, materially modify, materially 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 which is reasonably likely not to impair the value of the Property; (iii) not amend or materially supplement (or permit the restatement, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting modify any of the economic terms material provisions of any Operating Lease or any of the terms of the Operating Lease Guaranty shall be deemed in a manner reasonably likely to be material for purposes hereof), have a Material Adverse Effect; (iv) not terminate or accept the surrender (of any Lease except that a termination by Borrower or permit Operating Lessee or acceptance of surrender by a tenant of any Leases shall be permitted 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) acceptance of surrender of any Operating Lease or Operating Lease Guaranty, or release or materially waive covering more than 5,000 square feet will be permitted without the written consent of Lender; (or permit v) not collect any of the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases for more than one (1) month prior to in advance (other than security deposits); (vi) not execute any other assignment of lessor’s interest in the due date thereof. Notwithstanding Leases or the foregoingRents (except as contemplated by the Loan Documents); (vii) execute and deliver at the request of Lender all such further assurances, Lender’s consent shall not be required confirmations and assignments in connection with any modification, amendment or waiver of any provision of the Leases as Lender shall from time to time reasonably require; and (viii) and cause Operating Lease as may be reasonably necessary Lessee to comply with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent with the provisions of this Agreement or any other Loan Documentclauses (i) through (vii) hereof. Notwithstanding anything contained in this Section 5.1.20(a) to the contrarycontrary contained herein, (x) neither Borrower nor Operating Lessee shall enter into a lease of all or substantially all of the Property without Lender’s consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies), and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies)prior written consent.

Leasing Matters. (a) All commercial Leases with respect to the Property 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 not (furnish Lender with executed copies of all commercial Leases. All renewals of commercial Leases and all proposed commercial Leases shall provide for rental rates comparable to existing local market rates. All proposed commercial 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 commercial 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. Borrower shall, or shall cause Mortgage Master Tenant to, (i) 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 Master Tenant, as the case may be, or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and Guarantor (Operating Lease) not to)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 prior written consent of Lender Lender; (and, if a Securitization iii) shall have occurred, Borrower shall have obtained and delivered to Lender a Rating Agency Confirmation) restate, materially modify, materially amend or materially supplement (or permit the restatement, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting not collect any of the economic terms of any Operating Lease or any of the terms of the Operating Lease Guaranty shall be deemed to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases for more than one (1) month prior to the due date thereof. Notwithstanding the foregoing, Lender’s consent in advance (other than security deposits); (iv) shall not be required execute any other assignment of lessor’s interest in connection with any modificationthe Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, amendment modify or waiver change the terms of any provision of the Operating commercial Lease as may be reasonably necessary to comply in a manner inconsistent with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent Loan Documents; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the provisions of this Agreement or any other Loan DocumentLeases as Lender shall from time to time reasonably require. Notwithstanding anything contained in this Section 5.1.20(a) to the contrarycontrary contained herein, (xi) neither Borrower nor Master Tenant shall enter into a lease of all or substantially all of the Property without Lender’s prior written consent, which may be granted or withheld in Lender’s sole discretion, and (ii) all new Leases and all amendments, modifications, extensions, and renewals of existing Leases with Tenants that are Affiliates of Borrower and/or Master Tenant shall be subject to the prior written consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies), and (y) which may be granted in Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies)sole discretion.

Leasing Matters. Until such time as the Vacant Space is fully rented and occupied by tenants paying rent under New Vacant Space Leases approved by Lender, all Leases executed after the date hereof, and all modifications, renewals or terminations of existing Leases, shall be approved by Lender, which approval shall not be unreasonably withheld, conditioned or delayed. After all the Vacant Space has been so rented, any new Major Leases and any Lease modification or renewal that causes an existing Lease to become a Major Lease, shall be approved by Lender, which approval shall not be unreasonably withheld, conditioned or delayed. Upon request, Borrowers 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. Borrowers (a) shall observe and perform the 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 lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Properties or any part thereof involved except that no termination by any Borrower or acceptance of surrender by a tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Properties; provided, however, that until such time as the Vacant Space is fully rented and occupied by tenants paying Rent under New Vacant Space Leases approved by Lender, no such termination or surrender of any Lease will be permitted without the consent of Lender, and after all the Vacant Space is so rented, no such termination or surrender will be allowed with respect to any Major Lease without the consent of Lender; (c) shall not collect any of the Rents or the Vacant Space Rent more than one (and 1) month in advance (other than security deposits); (d) shall cause Mortgage Borrower and Guarantor not execute any other assignment of lessor’s interest in the Leases or the Rents or the Vacant Space Rent (Operating except as contemplated by the Loan Documents); (e) shall not alter, modify or change the terms of any Lease in a manner inconsistent with the provisions of the Loan Documents nor alter, modify or change the terms of the Master Leases or any Major Lease) not to), without the prior written consent of Lender; and (f) shall execute and deliver at the request of Lender (andall such further assurances, if a Securitization shall have occurred, Borrower shall have obtained confirmations and delivered to Lender a Rating Agency Confirmation) restate, materially modify, materially amend or materially supplement (or permit the restatement, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting any of the economic terms of any Operating Lease or any of the terms of the Operating Lease Guaranty shall be deemed to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases for more than one (1) month prior to the due date thereof. Notwithstanding the foregoing, Lender’s consent shall not be required assignments in connection with any modification, amendment or waiver of any provision of the Operating Lease Leases as may be Lender shall from time to time reasonably necessary to comply with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent with the provisions of this Agreement or any other Loan Documentrequire. Notwithstanding anything contained in this Section 5.1.20(a) to the contrarycontrary contained herein, (x) no Borrower shall enter into a lease of all or substantially all of either Property or the Properties without Lender’s consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies), and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies)prior written consent.

Leasing Matters. Any Leases with respect to an Individual Property in excess of three thousand (a3,000) square feet written after the date hereof shall be approved by Lender, which approval shall not be unreasonably withheld, conditioned or delayed. Upon request, Borrower shall furnish, or cause to be furnished, 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. Borrower shall cause Mortgage Borrower and Property Owner to, and shall cause Mortgage Borrower and Guarantor Property Owner to cause Operating Lessee to, (Operating Leasei) 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)to impair the value of the Individual Property involved except that no termination by Mortgage Borrower or Property Owner or acceptance of surrender by a tenant of any Leases in excess of three thousand (3,000) square feet 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 will be permitted without the prior written consent of Lender Lender; (and, if a Securitization shall have occurred, Borrower shall have obtained and delivered to Lender a Rating Agency Confirmationiii) restate, materially modify, materially amend or materially supplement (or permit the restatement, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting not collect any of the economic terms of any Operating Lease or any of the terms of the Operating Lease Guaranty shall be deemed to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases for Rents more than one (1) month prior to in advance (other than security deposits); (iv) not execute any other assignment of lessor’s interest in the due date thereof. Notwithstanding Leases or the foregoingRents (except as contemplated by the Loan Documents); (v) not alter, Lender’s consent shall not be required in connection with any modification, amendment modify or waiver of any provision change the terms of the Operating Lease as may be reasonably necessary to comply Leases in a manner inconsistent with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent 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, neither Borrower, Property Owner nor Operating Lessee shall enter into a lease of all or substantially all of any Individual Property without Lender’s prior written consent. Except for the immediately preceding sentence, the foregoing provisions of this Agreement or Section 5.1.20 shall not apply in any other Loan Document. Notwithstanding anything contained in this Section 5.1.20(a) manner to the contrary, (x) Lender’s consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies), and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies).

Leasing Matters. Any Leases with respect to the Property executed after the date hereof providing for rent due thereunder in an amount greater than $75,000 per annum shall be approved by Lender, which approval shall not be unreasonably withheld, conditioned or delayed, provided, however, (a) renewals of any Lease by Borrower initially executed prior to the Closing Date shall not (and shall cause Mortgage Borrower and Guarantor (Operating Lease) not to), without require the prior written consent approval of Lender if the terms of any such Lease provided for renewals at a fixed rent, or (and, b) if a Securitization shall have occurredthe terms of any Lease initially executed prior to the Closing Date do not provide for specific renewals, Borrower shall have obtained and delivered can lease space to Lender the same tenant under a Rating Agency Confirmation) restate, materially modify, materially amend or materially supplement (or permit the restatement, material modification, amendment or supplement of) any Operating new Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting any of if the economic terms of such new Lease are the same or better than the economic terms of the prior Lease. 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 Operating 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 Mortgage and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale, provided that Lender provides commercially reasonable nondisturbance language. 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 or executed after the Closing Date providing for rent due thereunder in an amount greater than $75,000 per annum will be permitted without the consent of Lender; (iii) shall not collect any of the terms of the Operating Lease Guaranty shall be deemed to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases for more than one (1) month prior to the due date thereof. Notwithstanding the foregoing, Lender’s consent in advance (other than security deposits); and (iv) shall not be required execute any other assignment of lessor’s interest in connection with any modificationthe Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, amendment modify or waiver of any provision change the terms of the Operating Lease as may be reasonably necessary to comply Leases in a manner inconsistent with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent Loan Documents. To the extent Lender’s prior written approval is required pursuant to this Section 5.1.20, Lender shall endeavor to respond to a request for Lender’s approval within ten (10) Business Days after Borrower’s written request therefore, delivered together with any documents or information required to be provided by Borrower hereunder in connection with Lender’s review of the proposed Lease. If the correspondence from Borrower requesting such approval contains 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 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 Borrower’s written request therefor together with the provisions of this Agreement or documents and information required above and any other Loan Documentinformation 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 (x) if the annual rent of the proposed Lease is less than $250,000 per annum, Lender’s approval shall be deemed given or (y) if the annual rent of the proposed Lease is $250,000 per annum or greater, Borrower shall re-submit such proposed Lease and accompanying information to Lender with a request for approval containing the following statement at the top of the first page thereof in capitalized, boldfaced, 14 point type lettering: “IF YOU FAIL TO RESPOND TO OR TO EXPRESSLY DENY THIS REQUEST FOR APPROVAL IN WRITING WITHIN FIVE (5) BUSINESS DAYS, YOUR APPROVAL SHALL BE DEEMED GIVEN” and if Lender does not respond to such second request by approving such proposed Lease or stating its objection thereto within five (5) Business Days of Lender’s receipt of such second submission, Lender’s approval shall be deemed given. Notwithstanding anything contained in this Section 5.1.20(a) to the contrarycontrary contained herein, (x) Borrower shall not enter into a lease of all or substantially all of the Property without Lender’s prior consent to and (i) neither Hotel Owner nor Hotel Operator shall terminate the Hotel Operating Lease nor enter into any material amendment, modification or supplement of to the Hotel Operating Lease without, in either case, Lender’s prior written consent, and (ii) Borrower shall promptly provide Lender with a copy of any termination, amendment, modification or any new Operating Lease) or supplement to the Hotel Operating Lease Guaranty may also be conditioned on the delivery entered into by Borrower, upon together with written certification from an officer of Borrower which confirms that (x) the reasonable request copy delivered is a true, complete and correct copy of Lendersuch termination, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender (andamendment, if a Securitization shall have occurred, acceptable to the Rating Agencies), modification or supplement and (y) Lender’s consent to Borrower has satisfied all conditions of this Section; provided, however, that Borrower shall be permitted, without any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request approval of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender make (andI) non-material amendments, if a Securitization shall have occurred, acceptable modifications or supplements to the Rating AgenciesHotel Operating Lease and (II) such other amendments, modifications or supplements to the Hotel Operating Lease which modify, change or adjust the amounts payable by Hotel Operator to Hotel Owner, extend the term thereof, or which are otherwise necessary or appropriate in order for Hotel Operator to qualify and/or be treated as a “taxable REIT subsidiary” under the Code and/or for FelCor REIT to qualify and/or be treated as a “real estate investment trust” under the Code, provided that, in each case, such amendments, modifications or supplements do not result in an Event of Default (or an event which but for the passage of time or the giving of notice or both would constitute an Event of Default), violate or result in a breach of the Management Agreement, invalidate or adversely affect the rights of Lender under the Assignment of Management Agreement, or result in a material adverse effect on (A) the business operations, economic performance, assets, financial condition, equity, contingent liabilities, material agreements or results of operations of Borrower (collectively) or the Property, (B) the enforceability or validity of any Loan Document, the perfection or priority of any Lien created under any Loan Document or the remedies of Lender under any Loan Document, (C) the ability of Borrower to perform, in all material respects, its obligations under each of the Loan Documents, or (D) the value of, or cash flow from the Property. Borrower shall promptly provide Lender notice in writing of any amendments, modifications or supplements to the Hotel Operating Lease permitted under this Section and copies of any documents evidencing such amendments, modifications or supplements to the Hotel Operating Lease.

Leasing Matters. Any Lease executed after the Closing Date and any amendment or modification of any Lease executed after the Closing Date shall require the prior written consent of Lender, which consent shall not be unreasonably withheld. Upon 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 (other than renewal options that are set forth in Leases executed before the Closing Date that specify the rental rates during the renewal term of such Lease) and all proposed Leases shall provide for rental rates comparable to existing local market rates and shall be written on the form of standard lease attached to the Borrower’s Closing Certificate dated as of the Closing Date. All proposed Leases shall be on commercially reasonable market rate terms and shall not contain any terms which would materially impair Lender’s rights under the Loan Documents. All Leases executed after the date hereof shall provide that they are subordinate to the applicable 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 obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (b) 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 Borrower shall not (terminate or accept the surrender by a Tenant of, any Lease unless by reason of a Tenant default and shall cause Mortgage Borrower then only in a commercially reasonable manner to preserve and Guarantor (Operating Lease) not to)protect the Property; provided, however, that no such termination or surrender of any Lease will be permitted without the prior written consent of Lender or unless such termination or surrender is specifically provided for in the Lease; (and, if a Securitization c) shall have occurred, Borrower shall have obtained and delivered to Lender a Rating Agency Confirmation) restate, materially modify, materially amend or materially supplement (or permit the restatement, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting not collect any of the economic terms of any Operating Lease or any of the terms of the Operating Lease Guaranty shall be deemed to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases for Rents more than one (1) month prior in advance (other than security deposits required pursuant to the due date thereof. Notwithstanding the foregoing, Lender’s consent such Lease); (d) shall not be required execute any other assignment of lessor’s interest in connection with any modificationthe Leases or the Rents (except as contemplated by the Loan Documents); (e) shall not alter, amendment modify or waiver of any provision change the terms of the Operating Lease as may be reasonably necessary to comply Leases in a manner inconsistent with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent Loan Documents; and (f) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the provisions of this Agreement or any other Loan DocumentLeases as Lender shall from time to time reasonably require. Notwithstanding anything contained in this Section 5.1.20(a) to the contrarycontrary contained herein, (x) Borrower shall not enter into a Lease of all or substantially all of any 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 written consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender. Lender shall have the right to require each new Tenant to execute and deliver to Lender a subordination, non-disturbance of an Additional Insolvency Opinion and/or an Additional True Lease Opinion possession and attornment agreement in form, content and manner of execution reasonably acceptable to Lender (andLender. Furthermore, if a Securitization any Occupancy Reserve Tenant is no longer Continuously Operating, Borrower shall have occurred, acceptable to the Rating Agencies), and notify Lender of such fact within ten (y10) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies)Business Days after obtaining knowledge thereof.

Leasing Matters. (a) Borrower shall not, without Lender's prior written consent, enter into, modify, amend or renew any Lease (x) for 10,000 or more square feet while an Event of Default is not occurring or (and y) for any size while an Event of Default is continuing. Any Lease for less than 10,000 square feet that is entered into, modified, amended or renewed during a period of time when no Event of Default exists shall cause Mortgage Borrower and Guarantor be deemed approved by Lender (Operating such Lease, a "Deemed Approved Lease"). If Lender does not approve or disapprove a Lease (other than a Deemed Approved Lease) not to)within ten (10) Business Days of Lender's receipt of such Lease and all information relating thereto reasonably requested by Lender, without the prior written consent of Lender (and, if a Securitization such Lease shall have occurredbe deemed approved. Upon request, Borrower shall have obtained furnish Lender with executed copies of all Leases. All renewals of Leases and delivered all proposed Leases shall provide for rental rates that are at or greater than existing local market rates for space at properties similar to the Property. All proposed Leases shall be on commercially reasonable terms and shall not contain any terms which would materially adversely affect Lender's rights under the Loan Documents. All Leases shall provide that they are subordinate to the Mortgage encumbering the Property and that the lessee agrees to attorn to Lender if it succeeds to the interest of Borrower in the Property. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases, other than immaterial obligations the failure of which to perform is not likely to have a Rating Agency Confirmationmaterial adverse effect on the Property or the applicable Lease(s); (ii) restateshall, materially modifyin the exercise of its prudent business judgment, materially amend enforce the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or materially supplement performed; (or permit the restatement, material modification, amendment or supplement ofiii) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting shall not collect any of the economic terms of any Operating Lease or any of the terms of the Operating Lease Guaranty shall be deemed to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases for more than one (1) month prior to the due date thereof. Notwithstanding the foregoing, Lender’s consent in advance (other than security deposits); (iv) shall not be required execute any other assignment of lessor's interest in connection with any modificationthe Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, amendment modify or waiver of any provision change the terms of the Operating Lease as may be reasonably necessary to comply with the requirements of this Agreement or any other Loan Document or that makes Leases in a manner inconsistent within the provisions of the Operating Lease consistent Loan Documents; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the provisions of this Agreement or any other Loan Document. Notwithstanding anything contained in this Section 5.1.20(a) Leases as Lender shall from time to the contrary, (x) Lender’s consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies), and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies)time reasonably require.

Leasing Matters. (a) Borrower Any Major Leases with respect to the Property written after the date hereof shall be subject to the prior written approval of Lender, which approval shall not (and be unreasonably withheld, conditioned or delayed. Upon request, Borrower shall cause Mortgage Borrower or Operating Lessee to furnish Lender with executed copies of all Leases; provided, that so long as no Event of Default has occurred and Guarantor is continuing, Borrower shall not be required to cause Mortgage Borrower or Operating Lessee to deliver copies of all Leases more frequently than two (2) times per calendar year. 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 shall cause Mortgage Borrower or Operating LeaseLessee 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)to impair the value of the Property involved except that no termination by Mortgage Borrower or Operating Lessee or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease will be permitted without the prior written consent of Lender Lender; (and, if a Securitization shall have occurred, Borrower shall have obtained and delivered to Lender a Rating Agency Confirmationiii) restate, materially modify, materially amend or materially supplement (or permit the restatement, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting not collect any of the economic terms of any Operating Lease or any of the terms of the Operating Lease Guaranty shall be deemed to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases for more than one (1) month prior to in advance (other than security deposits and rent for providing rooms, banquet and meeting space and services in the due date thereof. Notwithstanding ordinary course of business); (iv) not execute any other assignment of lessor’s interest in the foregoingLeases or the Rents (except as contemplated by the Loan Documents); (v) not alter, Lender’s consent shall not be required in connection with any modification, amendment modify or waiver of any provision change the terms of the Operating Lease as may be reasonably necessary to comply Leases in a manner inconsistent with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent Loan Documents; and (vi) execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the provisions of this Agreement or any other Loan DocumentLeases as Lender shall from time to time reasonably require. Notwithstanding anything contained in this Section 5.1.20(a) to the contrarycontrary contained herein, (x) neither Mortgage Borrower nor Operating Lessee shall enter into a lease of all or substantially all of the Property without Lender’s prior written consent. Lender shall grant or deny with a reasonable explanation any consent to any amendment, modification or supplement required hereunder within fourteen (14) days after the receipt of the Operating Lease applicable request and all documents in connection therewith. In the event that Lender fails to respond within said fourteen (or any new Operating Lease14) or day period, such failure shall be deemed to be the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request consent and approval of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable Lender if (A) Borrower has delivered to Lender the applicable documents, with the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN FOURTEEN (and14) DAYS FROM RECEIPT SHALL BE DEEMED TO BE LENDER’S APPROVAL” prominently displayed in bold, if a Securitization shall have occurred, acceptable to all caps and fourteen (14) point or larger font in the Rating Agencies), transmittal letter requesting approval and (yB) Lender’s consent to any assignment of any Operating Lease Lender does not approve or Operating Lease Guaranty reject (with a reasonable explanation) the applicable request within fourteen (14) days from the date Lender receives such request as evidenced by a certified mail return receipt or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on confirmation by a reputable national overnight delivery service that the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies)same has been delivered.

Leasing Matters. (a) Borrower Any Major Leases with respect to any Property executed after the date hereof shall be subject to Lender’s approval, which approval shall not (and be unreasonably withheld, conditioned or delayed, provided, however, that renewals of any Major Lease by Mortgage Borrowers initially executed prior to the Closing Date shall not require the approval of Lender if the terms of any such Lease provided for renewals at a reasonably determinable rent. Upon request, Borrowers shall furnish, or shall cause Mortgage Borrowers to furnish, Lender with executed copies of all Leases. All proposed Major Leases shall be on commercially reasonable terms and no Lease shall contain any terms which would materially adversely affect Lender’s rights under the Loan Documents or Mortgage Lender’s rights under the Mortgage Loan Documents. All Leases executed after the Closing Date shall provide that they are subordinate to the Mortgage and that the lessee agrees to attorn to Mortgage Lender or any purchaser at a sale by foreclosure or power of sale, provided that, with respect to Major Leases and except with respect to the HRHI Lease, Mortgage Lender provides commercially reasonable non-disturbance language. Borrowers shall cause Mortgage Borrowers to (i) observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) 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 Mortgage Borrower and Guarantor or acceptance of surrender by a tenant of any Major Lease (Operating including, without limitation, the HRHI Lease) not to), will be permitted without the prior written consent of Lender Lender; (and, if a Securitization shall have occurred, Borrower shall have obtained and delivered to Lender a Rating Agency Confirmationiii) restate, materially modify, materially amend or materially supplement (or permit the restatement, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting not collect any of the economic terms of any Operating Lease or any of the terms of the Operating Lease Guaranty shall be deemed to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases for 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 Mortgage Loan Documents); and (v) not alter, modify or change the terms of (A) the HRHI Lease other than any ministerial, non-monetary amendment or modification, or (B) any other Major Lease in any material manner, in each of the foregoing instances, without the prior written approval of Lender, not to be unreasonably withheld. To the extent Lender’s approval is required pursuant to this Section 5.1.20, Lender shall endeavor to respond to a request for Lender’s approval within ten (10) Business Days after Borrowers’ written request therefor, delivered together with any documents or information required to be provided by Borrowers hereunder in connection with Lender’s 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 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 due date thereof. Notwithstanding expiration of such ten (10) Business Day period in order to adequately review the foregoingsame, then Borrowers shall re-submit such proposed Major Lease, Major Lease amendment or Major Lease termination and accompanying information to Lender with a request for approval containing the following statement at the top of the first page thereof in capitalized, boldfaced, 14 point type lettering: “IF YOU FAIL TO RESPOND TO OR TO EXPRESSLY DENY THIS REQUEST FOR APPROVAL IN WRITING WITHIN FIVE (5) BUSINESS DAYS, YOUR APPROVAL SHALL BE DEEMED GIVEN”, and if Lender does not respond to such second request by approving such proposed Major Lease, Major Lease amendment or Major Lease termination or stating its objection thereto within five (5) Business Days of Lender’s receipt of such second submission, Lender’s consent approval shall not be required in connection with any modification, amendment or waiver of any provision of the Operating Lease as may be reasonably necessary to comply with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent with the provisions of this Agreement or any other Loan Documentdeemed given. Notwithstanding anything contained in this Section 5.1.20(a) to the contrarycontrary contained herein, (x) Borrowers shall not permit or cause Mortgage Borrowers to enter into a lease of all or substantially all of any Property without Lender’s consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies), and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies)prior consent.

Leasing Matters. (a) Any Leases with respect to the Property written after the date hereof, for more than 5,000 square feet shall be subject to the prior written approval of Lender, which approval shall not be unreasonably withheld, conditioned or delayed. Upon request, Borrower shall not (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 cause 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 Guarantor perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (Operating Leaseii) 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)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 covering more than 5,000 square feet will be permitted without the prior written consent of Lender Lender; (and, if a Securitization iii) shall have occurred, Borrower shall have obtained and delivered to Lender a Rating Agency Confirmation) restate, materially modify, materially amend or materially supplement (or permit the restatement, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting not collect any of the economic terms of any Operating Lease or any of the terms of the Operating Lease Guaranty shall be deemed to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases for more than one (1) month prior to the due date thereof. Notwithstanding the foregoing, Lender’s consent in advance (other than security deposits); (iv) shall not be required execute any other assignment of lessor’s interest in connection with any modificationthe Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, amendment modify or waiver of any provision change the terms of the Operating Lease as may be reasonably necessary to comply Leases in a manner inconsistent with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent Loan Documents; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the provisions of this Agreement or any other Loan DocumentLeases as Lender shall from time to time reasonably require. Notwithstanding anything contained in this Section 5.1.20(a) to the contrarycontrary contained herein, (x) Borrower shall not enter into a 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 written consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies), and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies).

Leasing Matters. (a) Borrower Any Major Leases with respect to any Property executed after the date hereof shall be subject to Lender’s approval, which approval shall not (and be unreasonably withheld, conditioned or delayed, provided, however, that renewals of any Major Lease by Mortgage Borrowers initially executed prior to the Closing Date shall not require the approval of Lender if the terms of any such Lease provided for renewals at a reasonably determinable rent. Upon request, Borrowers shall furnish, or shall cause Mortgage Borrowers to furnish, Lender with executed copies of all Leases. All proposed Major Leases shall be on commercially reasonable terms and no Lease shall contain any terms which would materially adversely affect Lender’s rights under the Loan Documents or Mortgage Lender’s rights under the Mortgage 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 Mortgage Lender or any purchaser at a sale by foreclosure or power of sale, provided that, with respect to Major Leases, Mortgage Lender provides commercially reasonable non-disturbance language. Borrowers shall cause Mortgage Borrowers to (i) observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) 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 Mortgage Borrower and Guarantor or acceptance of surrender by a tenant of any Major Lease will be permitted without the consent of Lender; (Operating Leaseiii) not to), without the prior written consent of Lender (and, if a Securitization shall have occurred, Borrower shall have obtained and delivered to Lender a Rating Agency Confirmation) restate, materially modify, materially amend or materially supplement (or permit the restatement, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting collect any of the economic terms of any Operating Lease or any of the terms of the Operating Lease Guaranty shall be deemed to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases for 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 Mortgage Loan Documents); and (v) not alter, modify or change the terms of any Major Lease in any material manner, in each of the foregoing instances, without the prior written approval of Lender, not to be unreasonably withheld. To the extent Lender’s approval is required pursuant to this Section 5.1.20, Lender shall endeavor to respond to a request for Lender’s approval within ten (10) Business Days after Borrowers’ written request therefor, delivered together with any documents or information required to be provided by Borrowers hereunder in connection with Lender’s 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 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 due date thereof. Notwithstanding expiration of such ten (10) Business Day period in order to adequately review the foregoingsame, then Borrowers shall re-submit such proposed Major Lease, Major Lease amendment or Major Lease termination and accompanying information to Lender with a request for approval containing the following statement at the top of the first page thereof in capitalized, boldfaced, 14 point type lettering: “IF YOU FAIL TO RESPOND TO OR TO EXPRESSLY DENY THIS REQUEST FOR APPROVAL IN WRITING WITHIN FIVE (5) BUSINESS DAYS, YOUR APPROVAL SHALL BE DEEMED GIVEN”, and if Lender does not respond to such second request by approving such proposed Major Lease, Major Lease amendment or Major Lease termination or stating its objection thereto within five (5) Business Days of Lender’s receipt of such second submission, Lender’s consent approval shall not be required in connection with any modification, amendment or waiver of any provision of the Operating Lease as may be reasonably necessary to comply with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent with the provisions of this Agreement or any other Loan Documentdeemed given. Notwithstanding anything contained in this Section 5.1.20(a) to the contrarycontrary contained herein, (x) Borrowers shall not permit or cause Mortgage Borrowers to enter into a lease of all or substantially all of any Property without Lender’s consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies), and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies)prior consent.

Leasing Matters. Any Material Lease (aexcept for expansions of existing Tenants pursuant to the terms of their respective Leases) with respect to the 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 not (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 cause 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 Guarantor perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (Operating Leaseii) 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)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 Material Lease will be permitted without the prior written consent of Lender Lender; (and, if a Securitization iii) shall have occurred, Borrower shall have obtained and delivered to Lender a Rating Agency Confirmation) restate, materially modify, materially amend or materially supplement (or permit the restatement, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting not collect any of the economic terms of any Operating Lease or any of the terms of the Operating Lease Guaranty shall be deemed to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases for more than one (1) month prior to the due date thereof. Notwithstanding the foregoing, Lender’s consent in advance (other than security deposits); (iv) shall not be required execute any other assignment of lessor’s interest in connection with any modificationthe Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, amendment modify or waiver of any provision change the terms of the Operating Lease as may be reasonably necessary to comply Leases in a manner inconsistent with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent Loan Documents without Lender’s prior written consent which shall not be unreasonably withheld; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the provisions of this Agreement or any other Loan DocumentLeases as Lender shall from time to time reasonably require. Notwithstanding anything contained in this Section 5.1.20(a) to the contrarycontrary contained herein, Borrower shall not enter into a lease of all or substantially all of the Property without Lender’s prior written consent. Further notwithstanding anything to the contrary contained herein, Borrower shall provide Lender at least fifteen (15) days prior notice for the approval or rejection of any proposed Lease demising over 10,000 square feet (each a “Material Lease”). In the event that Lender fails to respond within the required time period, such failure shall be deemed to be the consent and approval of the Material Lease by Lender if (I) Borrower has delivered to Lender all required documents and information necessary to adequately and completely evaluate the Material Lease, (xII) Borrower has resubmitted the Material Lease with the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS LEASE APPROVAL REQUEST WITHIN FIFTEEN (15) BUSINESS DAYS FROM RECEIPT SHALL BE DEEMED TO BE LENDER’S APPROVAL OF THE LEASE” prominently displayed in bold, all caps and fourteen (14) point or larger font at the top of each page of the Material Lease and the envelope containing such Material Lease and (III) Lender does not approve or reject the proposed Material Lease within fifteen (15) Business Days from the date Lender receives the resubmitted request; provided, however, in no event shall Lender’s consent to any amendment, modification be deemed given without the written approval of Lender if the Lease is for 15,000 square feet or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies), and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies)greater.

Leasing Matters. (a) Borrower may not enter into a Lease, license or other occupancy agreement for any portion of the Property without Lender’s prior written consent, which consent shall not (and shall cause Mortgage Borrower and Guarantor (Operating Lease) not to)be unreasonably withheld, without conditioned or delayed, provided, however, that after the prior written consent of Lender (and, if a Securitization Property shall have occurred, Borrower shall have obtained and delivered to Lender a Rating Agency Confirmation) restate, materially modify, materially amend or materially supplement (or permit achieved the restatement, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting any of the economic terms of any Operating Lease or any of the terms of the Operating Lease Guaranty shall be deemed to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such eventRequired Ratios at Completion, Borrower shall not effect such modification withoutbe required to obtain Lender's approval of Leases for less than 15,000 square feet that otherwise satisfy the requirements of this Agreement. Upon request, an Additional True Lease Opinion in form Borrower shall furnish Lender with executed copies of all Leases. All renewals of Leases and substance reasonably satisfactory 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 issued or any purchaser at a sale by Borrower’s counsel 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 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 Borrower’s expense). Completion, Borrower shall not permit (or cause or permit Mortgage Borrower be required to permit) the prepayment obtain Lender's approval for termination of any rents under the Operating 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 prior to the due date thereof. Notwithstanding the foregoing, Lender’s consent in advance (other than security deposits); (iv) shall not be required execute any other assignment of lessor’s interest in connection with any modificationthe Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, amendment modify or waiver of any provision change the terms of the Operating Lease as may be reasonably necessary to comply Leases in a manner inconsistent with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent Loan Documents without Lender’s prior written consent which shall not be unreasonably withheld; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the provisions of this Agreement or any other Loan DocumentLeases as Lender shall from time to time reasonably require. Notwithstanding anything contained in this Section 5.1.20(a) to the contrarycontrary contained herein, (x) Borrower shall not enter into a lease of all or substantially all of the Property without Lender’s consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies), and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies)prior written consent.

Leasing Matters. (a) Any Leases with respect to the Property written after the date hereof, for more than 3,000 square feet shall be subject to the prior written approval of Lender, which approval shall not be unreasonably withheld, conditioned or delayed. Upon request, Borrower shall not (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 cause Mortgage not contain any terms which would materially affect Lender’s rights under the Loan Documents. All Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument 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 Guarantor perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (Operating Leaseii) 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 toto impair the value of the Property (or any portion thereof) 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 (or any portion thereof); provided, however, that no such termination or surrender of any Lease covering more than 3,000 square feet will be permitted without the prior written consent of Lender Lender; (and, if a Securitization iii) shall have occurred, Borrower shall have obtained and delivered to Lender a Rating Agency Confirmation) restate, materially modify, materially amend or materially supplement (or permit the restatement, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting not collect any of the economic terms of any Operating Lease or any of the terms of the Operating Lease Guaranty shall be deemed to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases for more than one (1) month prior to the due date thereof. Notwithstanding the foregoing, Lender’s consent in advance (other than security deposits); (iv) shall not be required execute any other assignment of lessor’s interest in connection with any modificationthe Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, amendment modify or waiver of any provision change the terms of the Operating Lease as may be reasonably necessary to comply Leases in a manner inconsistent with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent Loan Documents; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the provisions of this Agreement or any other Loan DocumentLeases as Lender shall from time to time reasonably require. Notwithstanding anything contained in this Section 5.1.20(a) to the contrarycontrary contained herein, (x) Borrower shall not enter into a lease of all or substantially all of any Individual 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 written consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies), and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies).

Leasing Matters. (a) Borrower shall not (and shall cause Mortgage Borrower and Guarantor (Operating Lease) not to), without the prior written consent of Lender (and, if a Securitization shall have occurred, Borrower shall have obtained and delivered to Lender a Rating Agency Confirmation) restate, materially modify, materially amend or materially supplement (or permit the restatement, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting any of the economic terms of any Operating Lease or any of the terms of the Operating Lease Guaranty shall be deemed to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases for more than one (1) month prior to the due date thereof. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any modification, amendment or waiver of any provision of the Operating Lease as may be reasonably necessary to comply with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent with the provisions of this Agreement or any other Loan Document. Notwithstanding anything contained in this Section 5.1.20(a) to the contrary, (x) Lender’s consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies)Lender, and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies)Lender.

Leasing Matters. (a) Borrower shall not (not, and shall cause Mortgage Borrower and Guarantor not permit any Master Tenant or any Lineage Subtenant to, execute any Material Lease (Operating a “New Lease) not to”), without the Xxxxxx’s prior written consent of Lender (andconsent, if a Securitization shall have occurred, Borrower shall have obtained and delivered to Lender a Rating Agency Confirmation) restate, materially modify, materially amend or materially supplement (or permit the restatement, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting any of the economic terms of any Operating Lease or any of the terms of the Operating Lease Guaranty shall be deemed to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases for more than one (1) month prior to the due date thereof. Notwithstanding the foregoing, Lender’s which consent shall not be required in connection with any modificationunreasonably withheld, amendment conditioned or waiver delayed; provided, however, that if Lender fails to respond to the delivery of any provision proposed Material Lease in writing within ten (10) Business Days’ following receipt of such proposed Material Lease, then such proposed Material Lease shall be deemed disapproved, provided further, that Borrower shall be permitted to thereafter deliver, or cause to be delivered, to Lender a second copy of such proposed Material Lease requesting Xxxxxx’s prior written approval (such approval not to be unreasonably withheld, conditioned or delayed). Upon reasonable request, Borrower shall furnish Lender with executed copies of all Leases. All renewals of Leases and proposed New Leases shall provide for rental rates comparable to existing local market rates. All proposed New Leases shall be on commercially reasonable terms and shall not contain any terms which would materially affect Lender’s rights under the Operating Loan Documents. All New Leases 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. For purposes of clarity, (i) the execution of any new Lease as that does not constitute a Material Lease shall not require Lender’s consent and any such Lease may be reasonably necessary entered into without consent of or notice to comply Lender, and (ii) any sublease of any Third Party Sublease or any renewal of any such sublease entered into by the applicable Third Party Subtenant in compliance with the applicable Third Party Sublease shall not be subject to the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent with the provisions of this Agreement or any other Loan Document. Notwithstanding anything contained in this Section 5.1.20(a) to the contrary, (x) Lender’s extent that the applicable Master Xxxxxx does not have the right to deny consent to any amendment, modification such sublease or supplement of renewal under the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies), and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies)applicable Third Party Sublease.

Leasing Matters. (a) Borrower Any Major Lease executed after the date hereof shall not (and shall cause Mortgage Borrower and Guarantor (Operating Lease) not to), without require the prior written consent of Lender (andLender, if a Securitization which consent shall have occurrednot be unreasonably withheld. Upon request, the Borrower shall have obtained cause the applicable Mortgage Borrower to furnish Lender with true, correct and delivered complete executed copies of all such proposed Major 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 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 the Lien created thereby and that the tenant thereunder agrees to attorn to Mortgage Lender or any purchaser at a Rating Agency Confirmationsale by foreclosure or power of sale. Borrower shall cause each Mortgage Borrower (a) restate, materially modify, materially to observe and perform the obligations imposed upon the lessor under the Leases applicable to the Property or Properties owned by such Mortgage Borrower in a commercially reasonable manner; (b) to enforce and amend or materially supplement (or permit terminate the restatementterms, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting any covenants and conditions contained in the Leases upon the part of the economic terms of any Operating Lease tenant thereunder to be observed or any performed in a commercially reasonable manner and in a manner not to impair the value of the terms of the Operating Lease Guaranty Property or Properties owned by such Mortgage Borrower involved, except that such Mortgage Borrower shall be deemed to be material for purposes hereof), not terminate or accept the surrender by a tenant of, any Major Lease unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property or Properties owned by such Mortgage Borrower; (or permit c) not to collect any of the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases for Rents more than one (1) month prior in advance (other than security deposits required pursuant to such Lease); (d) not to execute any other assignment of lessor’s interest in the due date thereof. Notwithstanding Leases or the foregoingRents (except as contemplated by the Loan Documents); (e) not to alter, Lender’s consent shall not be required in connection with any modification, amendment modify or waiver change the terms of any provision of the Operating Lease as may be reasonably necessary to comply Leases in a manner inconsistent with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent Loan Documents; and (f) to execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the provisions of this Agreement or any other Loan DocumentLeases as Lender shall from time to time reasonably require. Notwithstanding anything contained in this Section 5.1.20(a) to the contrarycontrary contained herein, (x) Borrower shall not cause or permit any Mortgage Borrower to enter into a Lease after the date hereof of all or substantially all of the Property or Properties owned by such Mortgage Borrower without Lender’s consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies), and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies)prior written consent.

Leasing Matters. (a) Borrower Any Material Lease with respect to any of the Property written after the date hereof shall not (and shall cause Mortgage Borrower and Guarantor (Operating Lease) not to), without be subject to the prior written consent approval of Lender (andLender, if a Securitization which approval shall have occurrednot be unreasonably withheld, conditioned or delayed. Upon request, Borrower shall have obtained furnish Lender with executed copies of all Leases. All renewals of Leases and delivered 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 Security Instrument and that the lessee agrees to attorn to Lender or any purchaser at a Rating Agency Confirmationsale by foreclosure or power of sale. Borrower (i) restate, materially modify, materially 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 materially supplement 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 permit the restatement, material modification, amendment or supplement ofany portion thereof) any Operating Lease or Operating Lease Guaranty involved; (provided, that any modification, amendment or supplement affecting any iii) shall not collect more than five percent (5%) of the economic terms of any Operating Lease or any of gross annual rents for all Property in the terms of the Operating Lease Guaranty shall be deemed to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases for aggregate more than one (1) month prior to the due date thereof. Notwithstanding the foregoing, Lender’s consent in advance (other than security deposits); (iv) shall not be required execute any other assignment of lessor’s interest in connection with any modificationthe Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, amendment modify or waiver of any provision change the terms of the Operating Lease as may be reasonably necessary to comply Leases in a manner inconsistent with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent with the provisions of this Agreement or any other Loan Document. Notwithstanding anything contained in this Section 5.1.20(aDocuments; and (vi) to the contrary, (x) Lender’s consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon shall execute and deliver at the reasonable request of LenderLender all such further assurances, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable confirmations and assignments in connection with the Leases as Lender shall from time to Lender (and, if a Securitization shall have occurred, acceptable time reasonably require. Notwithstanding anything to the Rating Agencies)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 anything to the contrary contained herein, all new Material Leases and all amendments, modifications, extensions, and (y) Lender’s renewals of existing Material Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies).

Leasing Matters. (a) Any Leases with respect to the Property written after the date hereof, for more than 3,000 square feet 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 Security Instrument and that the lessee agrees to attorn to Mortgage Lender or any purchaser at a sale by foreclosure or power of sale. Borrower (and i) shall cause Mortgage Borrower to observe and Guarantor perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (Operating Leaseii) shall cause Mortgage Borrower to 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 toto impair the value of the Property (or any portion thereof) 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 Property (or any portion thereof); provided, however, that no such termination or surrender of any Lease covering more than 3,000 square feet will be permitted without the prior written consent of Lender Lender; (and, if a Securitization shall have occurred, Borrower shall have obtained and delivered to Lender a Rating Agency Confirmationiii) restate, materially modify, materially amend or materially supplement (or permit the restatement, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting any of the economic terms of any Operating Lease or any of the terms of the Operating Lease Guaranty shall be deemed to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) collect any of the prepayment of any rents under the Operating Leases for more than one (1) month prior to the due date thereof. Notwithstanding the foregoing, Lender’s consent in advance (other than security deposits); (iv) shall not be required permit Mortgage Borrower to execute any other assignment of lessor’s interest in connection with any modificationthe Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not permit Mortgage Borrower to alter, amendment modify or waiver of any provision change the terms of the Operating Lease as may be reasonably necessary to comply Leases in a manner inconsistent with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent Loan Documents; and (vi) shall cause Mortgage Borrower to execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the provisions of this Agreement or any other Loan DocumentLeases as Lender shall from time to time reasonably require. Notwithstanding anything contained in this Section 5.1.20(a) to the contrarycontrary contained herein, (x) Borrower shall not permit Mortgage Borrower to enter into a 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 Mortgage Borrower or Borrower shall be subject to the prior written consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies), and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies).

Leasing Matters. (a) Borrower Any Major Leases with respect to any Property executed after the date hereof shall be subject to Lender’s approval, which approval shall not (and be unreasonably withheld, conditioned or delayed, provided, however, that renewals of any Major Lease by Mortgage Borrowers initially executed prior to the Closing Date shall not require the approval of Lender if the terms of any such Lease provided for renewals at a reasonably determinable rent. Upon request, Borrowers shall furnish, or shall cause Mortgage Borrowers to furnish, Lender with executed copies of all Leases. All proposed Major Leases shall be on commercially reasonable terms and no Lease shall contain any terms which would materially adversely affect Lender’s rights under the Loan Documents or Mortgage Lender’s rights under the Mortgage Loan Documents. All Leases executed after the Closing Date shall provide that they are subordinate to the Mortgage and that the lessee agrees to attorn to Mortgage Lender or any purchaser at a sale by foreclosure or power of sale, provided that, with respect to Major Leases and except with respect to the HRHI Lease, Mortgage Lender provides commercially reasonable non-disturbance language. Borrowers shall cause Mortgage Borrowers to (i) observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) 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 Mortgage Borrower and Guarantor or acceptance of surrender by a tenant of any Major Lease (Operating including, without limitation, the HRHI Lease) not to), will be permitted without the prior written consent of Lender 117 Lender; (and, if a Securitization shall have occurred, Borrower shall have obtained and delivered to Lender a Rating Agency Confirmationiii) restate, materially modify, materially amend or materially supplement (or permit the restatement, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting not collect any of the economic terms of any Operating Lease or any of the terms of the Operating Lease Guaranty shall be deemed to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases for 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 Mortgage Loan Documents); and (v) not alter, modify or change the terms of (A) the HRHI Lease other than any ministerial, non-monetary amendment or modification, or (B) any other Major Lease in any material manner, in each of the foregoing instances, without the prior written approval of Lender, not to be unreasonably withheld. To the extent Lender’s approval is required pursuant to this Section 5.1.20, Lender shall endeavor to respond to a request for Lender’s approval within ten (10) Business Days after Borrowers’ written request therefor, delivered together with any documents or information required to be provided by Borrowers hereunder in connection with Lender’s 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 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 due date thereof. Notwithstanding expiration of such ten (10) Business Day period in order to adequately review the foregoingsame, then Borrowers shall re-submit such proposed Major Lease, Major Lease amendment or Major Lease termination and accompanying information to Lender with a request for approval containing the following statement at the top of the first page thereof in capitalized, boldfaced, 14 point type lettering: “IF YOU FAIL TO RESPOND TO OR TO EXPRESSLY DENY THIS REQUEST FOR APPROVAL IN WRITING WITHIN FIVE (5) BUSINESS DAYS, YOUR APPROVAL SHALL BE DEEMED GIVEN”, and if Lender does not respond to such second request by approving such proposed Major Lease, Major Lease amendment or Major Lease termination or stating its objection thereto within five (5) Business Days of Lender’s receipt of such second submission, Lender’s consent approval shall not be required in connection with any modification, amendment or waiver of any provision of the Operating Lease as may be reasonably necessary to comply with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent with the provisions of this Agreement or any other Loan Documentdeemed given. Notwithstanding anything contained in this Section 5.1.20(a) to the contrarycontrary contained herein, (x) Borrowers shall not permit or cause Mortgage Borrowers to enter into a lease of all or substantially all of any Property without Lender’s consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies), and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies)prior consent.

Leasing Matters. Any new Major Leases executed after the date hereof, and all modifications, renewals or terminations of existing Major Leases, shall be approved by Lender, which approval shall not be unreasonably withheld. Any Lease modification or renewal that causes an existing Lease to become a Major Lease, shall be approved by Lender, which approval shall not be unreasonably withheld. 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 (a) shall observe and perform the 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 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; and no such termination or surrender will be allowed with respect to any Major Lease without the consent of Lender; (c) shall not collect any of the Rents more than one (and 1) month in advance (other than security deposits); (d) shall cause Mortgage Borrower and Guarantor not execute any other assignment of lessor’s interest in the Leases or the Rents (Operating except as contemplated by the Loan Documents); (e) shall not alter, modify or change the terms of any Lease in a manner inconsistent with the provisions of the Loan Documents nor alter, modify or change the terms of any Major Lease) not to), without the prior written consent of Lender; and (f) shall execute and deliver at the request of Lender (andall such further assurances, if a Securitization shall have occurred, Borrower shall have obtained confirmations and delivered to Lender a Rating Agency Confirmation) restate, materially modify, materially amend or materially supplement (or permit the restatement, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting any of the economic terms of any Operating Lease or any of the terms of the Operating Lease Guaranty shall be deemed to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In assignments in connection with a material modification, the Leases as Lender may request, and in such eventshall from time to time reasonably require. Notwithstanding anything to the contrary contained herein, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (enter into a lease of all or cause or permit Mortgage Borrower to permit) substantially all of the prepayment of any rents under the Operating Leases for more than one (1) month prior to the due date thereof. Notwithstanding the foregoing, Property without Lender’s consent shall not be required in connection with any modification, amendment or waiver of any provision of the Operating Lease as may be reasonably necessary to comply with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent with the provisions of this Agreement or any other Loan Document. Notwithstanding anything contained in this Section 5.1.20(a) to the contrary, (x) Lender’s consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies), and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies)prior written consent.

Leasing Matters. (a) Borrower Any Major Leases with respect to any Property executed after the date hereof shall be subject to Lender’s approval, which approval shall not be unreasonably withheld, conditioned or delayed, provided, however, that renewals of any Major Lease by Borrowers initially executed prior to the Closing Date shall not require the approval of Lender if the terms of any such Lease provided for renewals at a reasonably determinable rent. Upon request, Borrowers shall furnish Lender with 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 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 Mortgage and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale, provided that, with respect to Major Leases and except with respect to the HRHI Lease, 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 cause Mortgage 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 and Guarantor or acceptance of surrender by a tenant of any Major Lease (Operating including, without limitation, the HRHI Lease) not to), will be permitted without the prior written consent of Lender Lender; (and, if a Securitization iii) shall have occurred, Borrower shall have obtained and delivered to Lender a Rating Agency Confirmation) restate, materially modify, materially amend or materially supplement (or permit the restatement, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting not collect any of the economic terms of any Operating Lease or any of the terms of the Operating Lease Guaranty shall be deemed to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases for more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); and (v) shall not alter, modify or change the terms of (A) the HRHI Lease other than any ministerial, non-monetary amendment or modification, or (B) any other Major Lease in any material manner, in each of the foregoing instances, without the prior written approval of Lender, not to be unreasonably withheld. To the extent Lender’s approval is required pursuant to this Section 5.1.21, 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 any documents or information required to be provided by Borrowers hereunder in connection with Lender’s 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 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 due date thereof. Notwithstanding expiration of such ten (10) Business Day period in order to adequately review the foregoingsame, then Borrowers shall re-submit such proposed Major Lease, Major Lease amendment or Major Lease termination and accompanying information to Lender with a request for approval containing the following statement at the top of the first page thereof in capitalized, boldfaced, 14 point type lettering: “IF YOU FAIL TO RESPOND TO OR TO EXPRESSLY DENY THIS REQUEST FOR APPROVAL IN WRITING WITHIN FIVE (5) BUSINESS DAYS, YOUR APPROVAL SHALL BE DEEMED GIVEN”, and if Lender does not respond to such second request by approving such proposed Major Lease, Major Lease amendment or Major Lease termination or stating its objection thereto within five (5) Business Days of Lender’s receipt of such second submission, Lender’s consent approval shall not be required in connection with any modification, amendment or waiver of any provision of the Operating Lease as may be reasonably necessary to comply with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent with the provisions of this Agreement or any other Loan Documentdeemed given. Notwithstanding anything contained in this Section 5.1.20(a) to the contrarycontrary contained herein, (x) Borrowers shall not enter into a lease of all or substantially all of any Property without Lender’s consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies), and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies)prior consent.

Leasing Matters. Until such time as the Vacant Space is fully rented and occupied by tenants paying rent under New Vacant Space Leases approved by Lender, all Leases executed after the date hereof, and all modifications, renewals or terminations of existing Leases, shall be approved by Lender, which approval shall not be unreasonably withheld, conditioned or delayed. After all the Vacant Space has been so rented, any new Major Leases and any Lease modification or renewal that causes an existing Lease to become a Major Lease, shall be approved by Lender, which approval shall not be unreasonably withheld, conditioned or delayed. Upon request, Borrowers shall cause Mortgage Borrowers to 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 Mortgage Lender or any purchaser at a sale by foreclosure or power of sale. Borrowers shall cause Mortgage Borrowers to (a) Borrower shall 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 (and shall cause to impair the value of the Properties or any part thereof involved except that no termination by any Mortgage Borrower or acceptance of surrender by a tenant of any Leases shall be permitted unless by reason of a tenant default and Guarantor then only in a commercially reasonable manner to preserve and protect the Properties; provided, however, that until such time as the Vacant Space is fully rented and occupied by tenants paying Rent under New Vacant Space Leases approved by Lender, no such termination or surrender of any Lease will be permitted without the consent of Lender, and after all the Vacant Space is so rented, no such termination or surrender will be allowed with respect to any Major Lease without the consent of Lender; (Operating Leasec) not tocollect any of the Rents or the Vacant Space Rent 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 or the Vacant Space Rent (except as contemplated by the Mortgage Loan Documents); (e) not alter, modify or change the terms of any Lease in a manner inconsistent with the provisions of the Loan Documents or the Mortgage Loan Documents nor alter, modify or change the terms of the Master Leases or any Major Lease, without the prior written consent of Lender; and (f) execute and deliver at the request of Lender (andall such further assurances, if a Securitization confirmations and assignments in connection with the Leases as Lender shall have occurredfrom time to time reasonably require. Notwithstanding anything to the contrary contained herein, no Borrower shall have obtained and delivered to Lender a Rating Agency Confirmation) restate, materially modify, materially amend or materially supplement (or permit the restatement, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting any of the economic terms of any Operating Lease or any of the terms of the Operating Lease Guaranty shall be deemed to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit any Mortgage Borrower to permit) enter into a lease of all or substantially all of either Property or the prepayment of any rents under the Operating Leases for more than one (1) month prior to the due date thereof. Notwithstanding the foregoing, Properties without Lender’s consent shall not be required in connection with any modification, amendment or waiver of any provision of the Operating Lease as may be reasonably necessary to comply with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent with the provisions of this Agreement or any other Loan Document. Notwithstanding anything contained in this Section 5.1.20(a) to the contrary, (x) Lender’s consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies), and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies)prior written consent.

Leasing Matters. (a) Borrower Any Lease and all amendments, modifications, extensions, and renewals of existing Leases executed after the date hereof shall not (and shall cause Mortgage Borrower and Guarantor (Operating Lease) not to), without require the prior written consent of Lender (andLender, if a Securitization which consent shall have occurrednot be unreasonably withheld. Upon request, Borrower shall have obtained furnish Lender with true, correct and delivered complete executed copies of all Leases, amendments thereof and any related agreements. All proposed Leases shall be on commercially reasonable market rate terms and shall not contain any terms which would materially affect Lender’s rights under the Loan Documents. All Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument and the Lien created thereby and that the Tenant thereunder agrees to attorn to Lender or any purchaser at a Rating Agency Confirmationsale by foreclosure or power of sale. Borrower (a) restate, materially modify, materially shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (b) shall enforce and may amend or materially supplement (or permit terminate the restatementterms, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting any covenants and conditions contained in the Leases upon the part of the economic terms of any Operating Lease Tenant thereunder to be observed or any performed in a commercially reasonable manner and in a manner not to materially impair the value of the terms of the Operating Lease Guaranty Property involved, except that Borrower shall be deemed to be material for purposes hereof), not terminate or accept the of 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; (or permit the termination or surrenderc) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) collect any of the prepayment of any rents under the Operating Leases for Rents more than one (1) month prior in advance (other than security deposits required pursuant to the due date thereof. Notwithstanding the foregoing, Lender’s consent such Lease); (d) shall not be required execute any other assignment of lessor’s interest in connection with any modificationthe Leases or the Rents (except as contemplated by the Loan Documents); (e) shall not alter, amendment modify or waiver of any provision change the terms of the Operating Lease as may be reasonably necessary to comply Leases in a manner inconsistent with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent Loan Documents; and (f) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the provisions of this Agreement or any other Loan DocumentLeases as Lender shall from time to time reasonably require. Notwithstanding anything contained in this Section 5.1.20(a) to the contrarycontrary contained herein, (x) Borrower shall not enter into a Lease of all or substantially all of the Property without Lender’s consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies), and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies)prior written consent.

Leasing Matters. (ai) Without the prior written consent of Lender, not to be unreasonably withheld, conditioned or delayed (except with respect to the Master Lease, in which case Lender’s consent shall be in its sole discretion), Borrower shall not (and shall cause Mortgage Borrower and Guarantor (Operating Lease) not to), without the prior written consent of Lender (and, if a Securitization shall have occurred, Borrower shall have obtained and delivered to Lender a Rating Agency Confirmation) restate, materially modify, materially amend or materially supplement (or permit the restatement, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting any of the economic terms of any Operating Lease or any of the terms of the Operating Lease Guaranty shall be deemed to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permitto) the prepayment (A) enter into any Lease; (B) cancel or terminate (including by exercise of any rents under the Operating Leases for more than one landlord recapture rights) any Lease; (1C) month prior to the due date thereof. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with approve any modification, amendment or waiver assignment of any provision of Lease that releases the Operating Lease as may be reasonably necessary to comply with the requirements of this Agreement original tenant from its obligations under such Lease, (D) amend, modify or any other Loan Document or that makes waive the provisions of the Operating any Lease consistent with the provisions of this Agreement or in any other Loan Document. Notwithstanding anything contained in this Section 5.1.20(a) to the contrary, material respect (x) Lender’s consent to including any amendment, modification or supplement waiver reducing the fixed initial term of any Lease, reducing the rent payable under any Lease, changing any renewal provisions of any Lease or materially increasing the obligations of the Operating landlord or materially decreasing the obligations of the tenant under any Lease or pursuant to which any premises covered by such Lease is surrendered); or (E) cancel or modify any guaranty, or release any security deposit, letter of credit, or other item constituting security pertaining to any Lease. (ii) Any request for approval of a Lease, or assignment, termination, amendment or modification of any Lease requiring approval as set forth above shall be made to Lender in writing and together with such request Borrower shall furnish to Lender: (A) such biographical and financial information about the proposed tenant and any guarantor of such proposed Lease as Lender may reasonably require, (B) a copy of the proposed form of Lease (or any new Operating Lease) amendment or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agenciesmodification), and (yC) Lender’s consent to a summary of the material terms of such proposed Lease (or amendment or modification) including rental terms and the term of the proposed Lease and any assignment options. (iii) Borrower shall promptly send Lender copies of any Operating Lease or Operating Lease Guaranty notices of default received from the tenant under any Lease, and will enforce (or short of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if terminating a Securitization shall have occurred, acceptable to the Rating Agencies).Lease,

Leasing Matters. (a) Borrower shall not (and shall cause Mortgage Borrower and Guarantor (Operating Lease) not to)not, without the Lender's prior written consent of Lender (andconsent, if a Securitization shall have occurredenter into, Borrower shall have obtained and delivered to Lender a Rating Agency Confirmation) restate, materially modify, materially amend or materially supplement renew any Lease of space located in any Parcel for which annual rental exceeds $100,000 (a "Major Lease") except in accordance with leasing parameters approved by Lender from time to time; provided, however, that so long as at the time that Borrower desires to enter into, modify, amend or permit renew any Lease, the restatementDebt Service Coverage Ratio (which for purposes of this subsection (u) shall be calculated by using a definition of Operating Expenses that does not include the adjustments described in the last grammatical paragraph of the definition of "Operating Expenses," but rather includes a fixed adjustment of $281,876) for the Property is equal to or greater than 1.65 to 1.0, material Lender's consent to any such Lease, modification, amendment or supplement of) renewal shall not be required. Lender's failure to approve or disapprove any Operating Lease or Operating Lease Guaranty (providedproposed Lease, that any modification, amendment or supplement affecting any of the economic terms of any Operating Lease or any of the terms of the Operating Lease Guaranty renewal for which Lender's approval is required within five (5) business days after Lender's receipt thereof shall be deemed to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guarantyconstitute Lender's approval thereof. In connection with a material modification, Lender may Upon request, and in such event, Borrower shall furnish Lender with executed copies of all Leases, and modifications, amendments or renewals thereof. All proposed Leases shall be on commercially reasonable terms and shall not effect such modification without, an Additional True Lease Opinion in form 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 Mortgage encumbering the applicable portion of the Property and substance reasonably satisfactory that the lessee agrees to Lender issued by Borrower’s counsel (at Borrower’s expense)attorn to Lender. Borrower (i) shall observe and perform in all material respects 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, except to the extent that any such non-enforcement by an Owner is the result of such Owner acting in the ordinary course of business as a prudent operator of property similar to the applicable Parcel; (iii) shall not permit (or cause or permit Mortgage Borrower to permit) collect any of the prepayment of any rents under the Operating Leases for more than one (1) month prior to the due date thereof. Notwithstanding the foregoing, Lender’s consent in advance (other than security deposits); (iv) shall not be required execute any other assignment of lessor's interest in connection with any modificationthe Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, amendment modify or waiver of any provision change the terms of the Operating Lease as may be reasonably necessary to comply Leases in a manner inconsistent with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent Loan Documents; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the provisions of this Agreement or any other Loan Document. Notwithstanding anything contained in this Section 5.1.20(a) Leases as Lender shall from time to the contrary, (x) Lender’s consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies), and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies)time reasonably require.

Leasing Matters. (a) Borrower Any Leases with respect to the Property executed after the date hereof, for more than 22,500 square feet shall be approved by Lender, which approval shall not (and shall cause Mortgage Borrower and Guarantor (Operating Lease) not to), without the prior written consent of Lender (and, if a Securitization shall have occurredbe unreasonably withheld or delayed. Upon request, Borrower shall have obtained furnish Lender with executed copies of all Leases. All renewals of Leases and delivered 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 Rating Agency Confirmationsale by foreclosure or power of sale. Borrower (i) restate, materially modify, materially 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 materially supplement (terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or permit performed in a commercially reasonable manner and in a manner not to impair the restatement, material modification, amendment value of the Property involved except that no termination by Borrower or supplement of) acceptance of surrender by a tenant of any Operating Lease or Operating Lease Guaranty (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 modification, amendment or supplement affecting Lease covering more than 10,000 square feet will be permitted without the consent of Lender; (iii) shall not collect any of the economic terms of any Operating Lease or any of the terms of the Operating Lease Guaranty shall be deemed to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases for more than one (1) month prior to the due date thereof. Notwithstanding the foregoing, Lender’s consent in advance (other than security deposits); (iv) shall not be required execute any other assignment of lessor’s interest in connection with any modificationthe Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, amendment modify or waiver of any provision change the terms of the Operating Lease as may be reasonably necessary to comply Leases in a manner inconsistent with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent Loan Documents; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the provisions of this Agreement or any other Loan DocumentLeases as Lender shall from time to time reasonably require. Notwithstanding anything contained in this Section 5.1.20(a) to the contrarycontrary contained herein, (x) Borrower shall not enter into a lease of all or substantially all of the Property without Lender’s consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies), and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies)prior consent.

Leasing Matters. (a) Borrower shall not (and shall cause Mortgage Borrower and Guarantor (Operating Lease) not to), without the prior written consent of Lender (and, if a Securitization shall have occurred, Borrower shall have obtained and delivered to Lender a Rating Agency Confirmation) restate, materially modify, materially amend or materially supplement (or permit the restatement, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting any of the economic terms of any Operating Lease or any of the terms of the Operating Lease Guaranty shall be deemed to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases for more than one (1) month prior to the due date thereof. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any modification, amendment or waiver of any provision of the Operating Lease as may be reasonably necessary to comply with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent with the provisions of this Agreement or any other Loan Document. Notwithstanding anything contained in this Section 5.1.20(a) to the contrary, (x) Lender’s consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies), and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies).

Leasing Matters. (a) Borrower Any Major Leases with respect to any Property executed after the date hereof shall be subject to Lender’s approval, which approval shall not (and be unreasonably withheld, conditioned or delayed, provided, however, that renewals of any Major Lease by Mortgage Borrowers initially executed prior to the Closing Date shall not require the 118 approval of Lender if the terms of any such Lease provided for renewals at a reasonably determinable rent. Upon request, Borrowers shall furnish, or shall cause Mortgage Borrowers to furnish, Lender with executed copies of all Leases. All proposed Major Leases shall be on commercially reasonable terms and no Lease shall contain any terms which would materially adversely affect Lender’s rights under the Loan Documents or Mortgage Lender’s rights under the Mortgage Loan Documents. All Leases executed after the Closing Date shall provide that they are subordinate to the Mortgage and that the lessee agrees to attorn to Mortgage Lender or any purchaser at a sale by foreclosure or power of sale, provided that, with respect to Major Leases and except with respect to the HRHI Lease, Mortgage Lender provides commercially reasonable non-disturbance language. Borrowers shall cause Mortgage Borrowers to (i) observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) 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 Mortgage Borrower and Guarantor or acceptance of surrender by a tenant of any Major Lease (Operating including, without limitation, the HRHI Lease) not to), will be permitted without the prior written consent of Lender Lender; (and, if a Securitization shall have occurred, Borrower shall have obtained and delivered to Lender a Rating Agency Confirmationiii) restate, materially modify, materially amend or materially supplement (or permit the restatement, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting not collect any of the economic terms of any Operating Lease or any of the terms of the Operating Lease Guaranty shall be deemed to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases for 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 Mortgage Loan Documents); and (v) not alter, modify or change the terms of (A) the HRHI Lease other than any ministerial, non-monetary amendment or modification, or (B) any other Major Lease in any material manner, in each of the foregoing instances, without the prior written approval of Lender, not to be unreasonably withheld. To the extent Lender’s approval is required pursuant to this Section 5.1.20, Lender shall endeavor to respond to a request for Lender’s approval within ten (10) Business Days after Borrowers’ written request therefor, delivered together with any documents or information required to be provided by Borrowers hereunder in connection with Lender’s 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 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 due date thereof. Notwithstanding expiration of such ten (10) Business Day period in order to adequately review the foregoingsame, then Borrowers shall re-submit such proposed Major Lease, Major Lease amendment or Major Lease termination and accompanying information to Lender with a request for approval containing the following statement at the top of the first page thereof in capitalized, boldfaced, 14 point type lettering: “IF YOU FAIL TO RESPOND TO OR TO EXPRESSLY DENY THIS REQUEST FOR APPROVAL IN WRITING WITHIN FIVE (5) BUSINESS DAYS, YOUR APPROVAL SHALL BE DEEMED GIVEN”, and if Lender does not respond to such second request by approving such proposed Major Lease, Major Lease amendment or Major Lease termination or stating its objection thereto within five (5) Business Days of Lender’s receipt of such second submission, Lender’s consent approval shall not be required in connection with any modification, amendment or waiver of any provision of the Operating Lease as may be reasonably necessary to comply with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent with the provisions of this Agreement or any other Loan Documentdeemed given. Notwithstanding anything to 119 the contrary contained in this Section 5.1.20(a) herein, Borrowers shall not permit or cause Mortgage Borrowers to the contrary, (x) enter into a lease of all or substantially all of any Property without Lender’s consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies), and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies)prior consent.

Leasing Matters. (ai) Borrower shall not (and shall cause Mortgage Borrower and Guarantor (Operating Lease) not to), without Without the prior written consent of Lender Lender, not to be unreasonably withheld, conditioned or delayed (andexcept with respect to the Master Lease, if a Securitization shall have occurred, Borrower shall have obtained and delivered to Lender a Rating Agency Confirmation) restate, materially modify, materially amend or materially supplement (or permit the restatement, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting any of the economic terms of any Operating Lease or any of the terms of the Operating Lease Guaranty in which case Lender’s consent shall be deemed to be material for purposes hereofin its sole discretion), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect (A) enter into any Lease; (B) cancel or terminate (including by exercise of any landlord recapture rights) any Lease; (C) approve any assignment of any Lease that releases the original tenant from its obligations under such Lease, (D) amend, modify or waive the provisions of any Lease in any material respect (including any amendment, modification withoutor waiver reducing the fixed initial term of any Lease, an Additional True reducing the rent payable under any Lease, changing any renewal provisions of any Lease Opinion in form and substance reasonably satisfactory or materially increasing the obligations of the landlord or materially decreasing the obligations of the tenant under any Lease or pursuant to which any premises covered by such Lease is surrendered); or (E) cancel or modify any guaranty, or release any security deposit, letter of credit, or other item constituting security pertaining to any Lease. (ii) Any request for approval of a Lease, or assignment, termination, amendment or modification of any Lease requiring approval as set forth above shall be made to Lender issued in writing and together with such request Borrower shall furnish to Lender: (A) such biographical and financial information about the proposed tenant and any guarantor of such proposed Lease as Lender may reasonably require, (B) a copy of the proposed form of Lease (or amendment or modification), and (C) a summary of the material terms of such proposed Lease (or amendment or modification) including rental terms and the term of the proposed Lease and any options. (iii) Borrower shall promptly send Lender copies of any notices of default received from the tenant under any Lease, and will enforce (short of terminating a Lease, unless Lender consents thereto, which consent shall not be unreasonably withheld or unduly delayed) the performance by Borrowereach tenant of the tenant’s counsel obligations under any Lease. (at Borrower’s expense). iv) Except for security deposits, Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases for collect rent more than one (1) month prior in advance. Borrower, at Lender’s request, shall furnish Lender with executed copies of all Leases hereafter made (to the due date thereofextent not theretofore provided to Lender). Notwithstanding All Leases executed after the foregoing, Lender’s consent Closing Date (including any renewal or expansion options) shall not be required in connection with any modification, amendment or waiver of any provision of provide that they are subordinate to the Operating Lease as may be reasonably necessary Security Instrument and that the lessee agrees to comply with the requirements of this Agreement attorn to Lender or any other Loan Document purchaser at a sale by foreclosure or that makes the provisions power of the Operating Lease consistent with the provisions of this Agreement or any other Loan Documentsale. (v) Notwithstanding anything contained in this Section 5.1.20(a) herein to the contrary, (x) Lender’s consent Borrower may sublease or license up to any amendment, modification or supplement 10% of the Operating Lease Improvements to one or more Permitted Users (or any new Operating as defined in the Master Lease). (vi) or For the Operating Lease Guaranty may also be conditioned on avoidance of doubt, nothing herein shall prohibit Guarantor from engaging in the delivery by Borrower, upon the reasonable request business of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender contract manufacturing for third-parties. (and, if a Securitization shall have occurred, acceptable to the Rating Agenciesi), and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies).

Leasing Matters. (a) Borrower Any Major Leases executed after the date hereof, as well as any amendments or modifications of existing Major Leases, shall not (and shall cause Mortgage Borrower and Guarantor (Operating Lease) not to), without be subject to the prior written consent approval of Lender Lender, which approval shall not be unreasonably withheld, conditioned or delayed (and, if provided that any renewal or extension of a Securitization 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 have occurrednot be subject to approval by Lender). Upon written request by Lexxxx, Borrower shall have obtained and furnish Lender with executed copies of all Major Leases not previously delivered to Lender a Rating Agency Confirmation) restate, materially modify, materially amend or materially supplement (or permit the restatement, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting any of the economic terms of any Operating Lease or any of the terms of the Operating Lease Guaranty shall be deemed to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense)Lender. Borrower shall not permit be required to obtain Lender’s prior written approval for, nor provide Lender notice or copies of, any Leases (or cause any alterations, modifications, changes, extensions, terminations, expansions, renewals or permit Mortgage supplements thereof) that are not Major Leases. All renewals of existing Leases and all proposed new Leases shall provide for rental rates (to the extent not already set forth in the Lease) comparable to existing local market rates. 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). Borrower to permit(i) shall observe and perform the prepayment of any rents obligations imposed upon the lessor under the Operating Leases for 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 prior 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 due date thereof. Notwithstanding contrary in the foregoing, Lender’s consent 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 any modificationthe Leases as Lender shall from time to time reasonably require, amendment provided that same do not increase Borrower’s obligations or waiver of any provision of decrease Borrower’s rights under such Leases or the Operating Lease as may be reasonably necessary to comply with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent with the provisions of this Agreement or any other Loan DocumentDocuments. Notwithstanding anything contained in this Section 5.1.20(a) to the contrarycontrary 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 Lexxxx. Lexxxx xgrees to enter into a subordination, non-disturbance agreement with tenants with respect to any Lease in a form substantially similar to the subordination, non-disturbance agreements entered into in connection with the closing of the Loan. Borrower shall deliver to Lender written notice of (xi) any Tenant event of default (after expiration of any notice and cure periods) under a Major Lease promptly following Borrower obtaining actual knowledge of the same and (ii) the occurrence of any CPC Bankruptcy Trigger Event or CPC Goes Dark Trigger Event promptly following Borrower obtaining actual knowledge of the same. 0123905.0782082 4863-1270-3898v11 Notwithstanding anything to the contrary contained herein, to the extent Lender’s consent to prior approval is required for any amendment, modification or supplement of the Operating Major Lease (or any new Operating Leasemodification or other matter with respect to such Major Lease requiring Lender’s approval under this Section 5.1.20), such approval shall be deemed given if the first correspondence from Borrower to Lexxxx xequesting 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) or BUSINESS DAYS, BOXXXXXX XAY DELIVER A DEEMED APPROVAL NOTICE”, and any customary information and documents in Borrower’s possession reasonably requested by Lexxxx xn writing prior to the Operating Lease Guaranty may also be conditioned on expiration of such seven (7) Business Day period in order to adequately review the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable 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 Securitization shall have occurred, acceptable to the Rating Agencies), and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable 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 (and3) BUSINESS DAYS, if a Securitization shall have occurred, acceptable YOUR APPROVAL SHALL BE DEEMED GIVEN” and Lender fails to approve or disapprove such Major Lease within the Rating Agencies).three (3) Business Day period. 79 0123905.0782082 4863-1270-3898v11

Leasing Matters. (a) With respect to the Property, Borrower shall not (and shall cause Mortgage Borrower and Guarantor (Operating Lease) not to)not, without the prior written consent of Lender (Lender, which consent shall not be unreasonably withheld, conditioned or delayed, permit, enter into and, if a Securitization shall have occurredexcept to the extent required pursuant to the terms of an existing Material Lease, Borrower shall have obtained and delivered to Lender a Rating Agency Confirmation) restaterenew, materially extend, amend, modify, materially amend waive any provisions of, terminate, reduce rents under, accept a surrender of space under, or materially supplement (or permit shorten the restatementterm of, material modification, amendment or supplement of) any Operating Material Lease or Operating any instrument guaranteeing or providing credit support for a Material Lease Guaranty (providedor permit, that any modification, amendment cause or supplement affecting suffer Mortgage Borrower to do any of the economic terms of any Operating Lease or any of the terms of the Operating Lease Guaranty shall be deemed to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases for more than one (1) month prior to the due date thereofforegoing. Notwithstanding the foregoing, provided Mortgage Borrower (i) self manages the parking applicable to the Property or (ii) enters into an acceptable replacement parking concession agreement with respect to parking at the Property, which replacement parking concession agreement must be approved by Lender, such approval not to be unreasonably withheld or delayed, Borrower shall be permitted to terminate that certain month to month parking concession agreement with American Parking System, Inc. (the “Operator”) originally dated April 1, 1995, as modified by that certain Letter Agreement between Mortgage Borrower and Operator dated June 30, 2003, if the Operator fails to commence construction of the parking facility which Operator is obligated to build at that certain property described on Exhibit J attached hereto and made a part hereof as such obligation shall be set forth in that certain form of deed of ground lease to be entered into between certain Affiliates of Borrower and Operator. Furthermore, Lender’s consent shall not be required in connection with any modification, amendment or waiver of any provision of the Operating Lease as may be reasonably necessary for Borrower to comply with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent with the provisions of this Agreement or any other Loan Document. Notwithstanding anything contained in this Section 5.1.20(aenter into (a) to the contrarya parking concession agreement, (xb) Lender’s consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies)restaurant concession agreement, and (yc) Lender’s consent a disco concession agreement, provided, however, with respect to any assignment each such concession agreement (1) no Event of any Operating Lease or Operating Lease Guaranty Default has occurred and is continuing and (or of any interest therein2) or any material amendmentthe applicable concession agreement is substantially in form and substance as the parking, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrowerrestaurant and/or disco concession agreement, upon the reasonable request of Lenderas applicable, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies).attached hereto as Exhibit K.

Leasing Matters. (a) Borrower shall not (and shall cause Mortgage Borrower and Guarantor (Operating Lease) not to), without the prior written consent of Lender (and, if a Securitization shall have occurred, Borrower shall have obtained and delivered to Lender a Rating Agency Confirmation) restate, materially modify, materially amend or materially supplement (or permit the restatement, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting any of the economic terms of any Operating Lease or any of the terms of the Operating Lease Guaranty shall be deemed to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases for more than one (1) month prior to the due date thereof. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any modification, amendment or waiver of any provision of the Operating Lease as may be reasonably necessary to comply with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent with the provisions of this Agreement or any other Loan Document. Notwithstanding anything contained in this Section 5.1.20(a) to the contrary, (x) Lender’s consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies), and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies).be

Leasing Matters. Any Major Leases shall be subject to the prior written approval of Lender, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that Lender’s approval of any Major Lease shall not be required if Borrower satisfies the following conditions: (ai) such Major Lease provides for net effective rent of at least 90% of the net effective rent of the existing Lease for the leased premises, (ii) the term of such Major Lease is at least five (5) years and (iii) Borrower delivers to Lender an Officer’s Certificate certifying that the requirements in the preceding clauses (i) and (ii) have been satisfied. Upon written request, Borrower shall, or cause Senior Borrower to, furnish Lender with executed copies of all Leases not previously delivered to Lender. All renewals of Leases and all proposed Leases shall provide for rental rates comparable to existing local market rates. All proposed Leases shall be on commercially reasonable terms and shall not contain any terms which would materially affect Lender’s rights under the Loan Documents. Borrower shall, or shall cause Senior Borrower to: (i) observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) enforce (and shall cause Mortgage Borrower and Guarantor (Operating Senior Borrower may amend or terminate) the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not reasonably likely to materially impair the value of the Individual Property involved except that no termination by Borrower or Senior 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, except for an as-of-right termination exercised by a Tenant under its Lease) not to), no such termination or surrender of any Major Lease or any Lease for all or substantially all of the Improvements at an Individual Property will be permitted without the prior written consent of Lender (andsuch consent not to be unreasonably withheld, if a Securitization shall have occurred, Borrower shall have obtained and delivered to Lender a Rating Agency Confirmationconditioned or delayed); (iii) restate, materially modify, materially amend or materially supplement (or permit the restatement, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting not collect any of the economic terms of any Operating Lease or any of the terms of the Operating Lease Guaranty shall be deemed to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases for more than one (1) month prior to in advance (other than security deposits and Lease Termination Payments which constitute prepaid Rents) other than the due date thereof. Notwithstanding following Leases, which Lender acknowledges and agreed are paid on a quarterly basis: (A) Grande Communications Networks, Inc. (300 Xxxxxxx Xxxxxx, San Marcos, TX 78666 ) and (B) Cofinity, Inc. (20000 Xxxxxxxxxxxx Xxx, Xxxxxxxxxx, XX 00000); (iv) not execute any other assignment of lessor’s interest in the foregoingLeases or the Rents (except as contemplated by the Senior Loan Documents or the Loan Documents); and (v) not alter, Lender’s consent shall not be required in connection with any modification, amendment modify or waiver of any provision change the terms of the Operating Lease as may be reasonably necessary to comply Leases in a manner inconsistent with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent with the provisions of this Agreement Loan Documents or any other Senior Loan DocumentDocuments. Notwithstanding anything contained in this Section 5.1.20(a) to the contrarycontrary 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. As of the Closing Date and as of the Funding Date, there are no Affiliated Tenants at the Property. Lender hereby approves the BCBS Lease Modifications; provided, however, that (xi) Borrower shall promptly provide Lender with copies of any definitive agreements entered into in connection with the BCBS Lease Modifications and (ii) if there are any material changes to the economic terms or material non-economic terms described in the BCBS LOI, then such changes shall be subject to Lender’s consent prior written approval, not to any amendmentbe unreasonably withheld, modification conditioned or supplement of delayed. For clarity, the Operating Lease (or any new Operating Lease) or Termination Payments made in connection with the Operating BCBS Lease Guaranty may also Modifications shall be conditioned applied to reduce the Senior Release Amount and the Release Amount for the applicable Individual Properties on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies), and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies)pro rata basis.

Leasing Matters. (a) Any Leases with respect to the Property 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 not (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 cause 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 Guarantor perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (Operating Leaseii) 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)to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such amendment or modification or termination or surrender of the Mercedes-Benz Lease will be permitted without the prior written consent of Lender Lender; (and, if a Securitization iii) shall have occurred, Borrower shall have obtained and delivered to Lender a Rating Agency Confirmation) restate, materially modify, materially amend or materially supplement (or permit the restatement, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting not collect any of the economic terms of any Operating Lease or any of the terms of the Operating Lease Guaranty shall be deemed to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases for more than one (1) month prior to the due date thereof. Notwithstanding the foregoing, Lender’s consent in advance (other than security deposits); (iv) shall not be required execute any other assignment of lessor’s interest in connection with any modificationthe Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, amendment modify or waiver of any provision change the terms of the Operating Lease as may be reasonably necessary to comply Leases in a manner inconsistent with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent Loan Documents; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the provisions of this Agreement or any other Loan DocumentLeases as Lender shall from time to time reasonably require. Notwithstanding anything contained in this Section 5.1.20(a) to the contrarycontrary contained herein, (x) Borrower shall not enter into a 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 written consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies), and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies).

Leasing Matters. (a) Borrower shall not may enter into Leases (and shall cause Mortgage Borrower and Guarantor (other than an Operating Lease) or modify existing Leases (other than an Operating Lease) demising a portion of an Individual 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 tocontain 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 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 may not enter into a Lease or modify an existing Lease covering all or substantially all of an Individual 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 an Individual 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. 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 an Individual 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 Individual 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 time reasonably require. Notwithstanding the foregoing, Borrower may, without the prior written consent of Lender (andLender, if a Securitization shall have occurred, Borrower shall have obtained and delivered to Lender a Rating Agency Confirmation) restate, materially modify, materially amend or materially supplement terminate (or permit the restatement, material modification, amendment or supplement accept a surrender of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting which demises less than the Relevant Leasing Threshold under any of the economic terms of following circumstances: (i) the tenant under said Lease is in default beyond any Operating Lease or any of applicable grace and cure period, and Borrower has the right to terminate such Lease; (ii) such termination is permitted by the terms of the Operating Lease Guaranty shall be deemed in question and Borrower has secured an obligation from a third party to lease the space under the Lease to be material for purposes hereof), terminate terminated at a rental equal to or accept higher than the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition rental due under the Operating Leases or Operating Lease Guaranty. In connection with to be terminated; and (iii) if the tenant under the Lease to be terminated has executed a material modification, Lender may requestright under said Lease to terminate its Lease upon payment of a termination fee to Borrower, and has in such eventfact terminated its Lease and paid said fee, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases for more than one (1) month prior to the due date thereof. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any modification, amendment or waiver of any provision of the Operating Lease as may be reasonably necessary to comply with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent with the provisions of this Agreement or any other Loan Document. Notwithstanding anything contained in this Section 5.1.20(a) to the contrary, (x) Lender’s consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies), and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies)accept said termination.

Leasing Matters. (a) Borrower shall not (and shall cause Mortgage Borrower and Guarantor (Operating Lease) not to), without the prior written consent of Lender (and, if a Securitization shall have occurred, Borrower shall have obtained and delivered to Lender a Rating Agency Confirmation) restate, materially modify, materially amend or materially supplement (or permit the restatement, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting any of the economic terms of any Operating Lease or any of the terms of the Operating Lease Guaranty shall be deemed to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases for more than one (1) month prior to the due date thereof. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any modification, amendment or waiver of any provision of the Operating Lease as may be reasonably necessary to comply with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent with the provisions of this Agreement or any other Loan Document. Notwithstanding anything contained in this Section 5.1.20(a) to the contrary, (x) Lender’s consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies), and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies).Notwithstanding

Leasing Matters. (a) Borrower shall not (and shall cause Mortgage Borrower and Guarantor (Operating Lease) not to)not, without the Lender's prior written consent of Lender (andconsent, if a Securitization shall have occurredenter into, Borrower shall have obtained and delivered to Lender a Rating Agency Confirmation) restate, materially modify, materially amend or materially supplement renew any Lease of space located in any Parcel if the base rent payable under such Lease is in excess of $100,000 in any calendar year, except in accordance with leasing parameters approved by Lender from time to time; provided, however, that so long as at the time that Borrower desires to enter into, modify, amend or renew any Lease other than a Lease which represents a replacement in whole or in part for Omnia, the Debt Service Coverage Ratio (which for purposes of this subsection (u) shall be calculated by using a definition of Operating Expenses that does not include the adjustments described in the last grammatical paragraph of the definition of "Operating Expenses," but rather includes a fixed adjustment of $322,236) for the Property is equal to or permit the restatementgreater than 1.65 to 1.0, material Lender's consent to any such Lease, modification, amendment or supplement of) renewal shall not be required. Notwithstanding anything to the contrary provided herein, Lender's consent shall be required for any Operating Lease which represents a replacement in whole or Operating Lease Guaranty (providedin part for Omnia. Lender's failure to approve or disapprove any proposed Lease, that any modification, amendment or supplement affecting any of the economic terms of any Operating Lease or any of the terms of the Operating Lease Guaranty renewal for which Lender's approval is required within five (5) business days after Lender's receipt thereof shall be deemed to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guarantyconstitute Lender's approval thereof. In connection with a material modification, Lender may Upon request, and in such event, Borrower shall furnish Lender with executed copies of all Leases, and modifications, amendments or renewals thereof. All proposed Leases shall be on commercially reasonable terms and shall not effect such modification without, an Additional True Lease Opinion in form 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 Mortgage encumbering the applicable portion of the Property and substance reasonably satisfactory that the lessee agrees to Lender issued by Borrower’s counsel (at Borrower’s expense)attorn to Lender. Borrower (i) shall observe and perform in all material respects 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, except to the extent that any such non-enforcement by an Owner is the result of such Owner acting in the ordinary course of business as a prudent operator of property similar to the applicable Parcel; (iii) except for rents paid by the County of Fayette to Lexington Trust, shall not permit (or cause or permit Mortgage Borrower to permit) collect any of the prepayment of any rents under the Operating Leases for more than one (1) month prior to the due date thereof. Notwithstanding the foregoing, Lender’s consent in advance (other than security deposits); (iv) shall not be required execute any other assignment of lessor's interest in connection with any modificationthe Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, amendment modify or waiver of any provision change the terms of the Operating Lease as may be reasonably necessary to comply Leases in a manner inconsistent with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent Loan Documents; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the provisions of this Agreement or any other Loan Document. Notwithstanding anything contained in this Section 5.1.20(a) Leases as Lender shall from time to the contrary, (x) Lender’s consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies), and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies)time reasonably require.

Leasing Matters. (a) Borrower shall not (and shall cause Mortgage Borrower and Guarantor (Operating Lease) not to), without the prior written consent of Lender (and, if a Securitization shall have occurred, Borrower shall have obtained and delivered to Lender a Rating Agency Confirmation) restate, materially modify, materially amend or materially supplement (or permit the restatement, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting any of the economic terms of any Operating Lease or any of the terms of the Operating Lease Guaranty shall be deemed to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases for more than one (1) month prior to the due date thereof. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any modification, amendment or waiver of any provision of the Operating Lease as may be reasonably necessary to comply with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent with the provisions of this Agreement or any other Loan Document. Notwithstanding anything contained in this Section 5.1.20(a) to the contrary, (x) Lender’s consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies), and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies).this

Leasing Matters. Any Major Lease executed after the Closing Date shall be approved by Lender, which approval shall not be unreasonably withheld. 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 that would materially affect Lender’s rights under the Loan Documents. All Leases executed after the date hereof shall provide that they are subordinate to the Mortgage and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Borrower (a) shall observe and perform the 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 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 not (be permitted unless by reason of a tenant default and shall cause Mortgage Borrower then only in a commercially reasonable manner to preserve and Guarantor (Operating Lease) not to)protect the Property, provided, however, that no such amendment, termination or surrender of any Major Lease will be permitted without the prior written consent of Lender Lender; (and, if a Securitization c) shall have occurred, Borrower shall have obtained and delivered to Lender a Rating Agency Confirmation) restate, materially modify, materially amend or materially supplement (or permit the restatement, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting not collect any of the economic terms of any Operating Lease or any of the terms of the Operating Lease Guaranty shall be deemed to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases for more than one (1) month prior to the due date thereof. Notwithstanding the foregoing, Lender’s consent in advance (other than security deposits); (d) shall not be required execute any other assignment of lessor’s interest in connection with any modificationthe Leases or the Rents (except as contemplated by the Loan Documents); (e) shall neither alter, amendment modify or waiver change the terms of any provision of the Operating Lease as may be reasonably necessary to comply in a manner inconsistent with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Loan Documents nor alter, modify or change the terms of any Major Leases or the Vacant Space Master Lease consistent without the prior written consent of Lender; (f) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the provisions Leases as Lender shall from time to time reasonably require; and (g) shall not amend, modify, terminate, cancel or accept a surrender of this Agreement the Alaris Lease, or permit the assignment or subletting of the Alaris Lease to any other Loan Documenttenant or subtenant, without Lender’s prior written consent. Notwithstanding anything contained in this Section 5.1.20(a) to the contrarycontrary contained herein, (x) Borrower shall not enter into a Lease of all or substantially all of the Property without Lender’s consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies), and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies)prior written consent.

Leasing Matters. (a) Borrower shall not permit Owner to execute any Lease or license agreement for all or any portion of any Individual Property (and shall cause Mortgage Borrower and Guarantor (Operating a “New Lease) not to”), except for any Non-Material Lease, without the Lender’s prior written consent, which consent of Lender will not, be unreasonably withheld if the Lease complies with the requirements of the first sentence of clause (b) below (and, with respect to a Major Lease, if a Securitization shall have occurred, Borrower shall have obtained and delivered to Lender prior written confirmation from the applicable Rating Agencies that such New Lease will not cause a Rating Agency Confirmationdowngrade, withdrawal or qualification of the then-current ratings of the Securities or any class thereof); provided, however, that, so long as there is no material adverse economic effect on the subject Lease, it shall be unreasonable for Lender to premise its refusal to consent to any New Lease proposed by Borrower or any provision or characteristic of such new Lease which is reasonably necessary, within the reasonable discretion of Borrower, to preserve the status of CapitalSource Inc. (or any of its Affiliates) restateas a REIT. Borrower shall at all times cause Owner to promptly and faithfully perform (or cause to be performed) in all material respects, materially all of the covenants, conditions and agreements contained in each Lease, now or hereafter existing, except for any Non-Material Lease, on the part of the landlord and tenant thereunder to be kept and performed. Borrower shall cause Owner to use commercially reasonable efforts to ensure that no act or omission of Owner will result in a material default by Owner under any Lease or allow the tenant thereunder to withhold any payment or rent. Borrower shall cause Owner not to further assign, sublet or otherwise Transfer or permit the assignment, sublet or other Transfer of, any Lease or any Rents or other payments (except to the extent required under such Lease or permitted without Owner’s consent). Borrower, at no cost or expense to Lender, shall use commercially reasonable efforts to cause Owner to enforce, or cause to be enforced the performance and observance of each and every material condition and covenant of Owner and Operator Tenants under each Lease, except for any Non-Material Lease, and except with the prior written consent of Lender, such consent not to be unreasonably withheld. Borrower shall cause Owner to not, without the prior written consent of Lender, such consent not to be unreasonably withheld and, with respect to a Major Lease, if a Securitization shall have occurred, Borrower shall have obtained and delivered to Lender prior written confirmation that such modification, amendment, supplement or restatement will not cause a downgrade withdrawal or qualification of the then-current ratings of the Securities or any class thereof), modify, materially amend amend, supplement or materially supplement restate (or permit the restatement, material modification, amendment amendment, supplement or supplement restatement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting any of the economic terms material term of any Operating New Lease or any of the terms of the Operating Lease Guaranty shall be deemed to be material for purposes hereof)Lease, terminate or accept the surrender (or permit the termination or surrender) of any Operating New Lease or any Operating Lease GuarantyLease, or waive or release or materially waive (or permit the waiver or release or material waiver of) the Operating Company or Guarantor (Operating Lease) any tenant from the performance or observance of any material obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may requestany New Lease, and in such eventat all times during the term of the Loan, Borrower shall not effect such modification withoutcause Owner to not, an Additional True Lease Opinion in form and substance reasonably satisfactory to without the prior written consent of Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases or any New Lease for more than one (1) month prior to the due date thereof. Notwithstanding the foregoing, Lender’s consent All proposed Leases shall be on commercially reasonable terms and shall not be required in connection with contain any modificationterms which would, amendment or waiver taken as a whole, materially adversely affect the value of any provision of the Operating Lease as may be reasonably necessary to comply with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent with the provisions of this Agreement or any other Loan Document. Notwithstanding anything contained in this Section 5.1.20(a) to the contrary, (x) Lender’s consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) Individual Property or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies), and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies)Loan.

Leasing Matters. (a) Any Major Leases executed after the date hereof shall be subject to the prior written approval of Lender, which approval shall be subject to the Deemed Approval Standard. Upon request, Borrower shall furnish Lender with executed copies of all Leases. All renewals and extensions of Leases and all proposed Leases shall provide for rental rates comparable to existing local market rates. All proposed Leases shall be on commercially reasonable terms and shall not contain any terms which would materially affect Lender’s rights under the Loan Documents; provided, that, any renewals and/or extensions of Major Leases not entered into pursuant to rights contained in such Major Leases shall be subject to the prior written approval of Lender, which approval shall be subject to the Deemed Approval Standards. 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, and shall cause Mortgage Borrower Operating Company to, observe and Guarantor perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (Operating Leaseii) 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)to impair the value of the Property; provided, however, that no such amendment, modification, termination or surrender of any Major Lease will be permitted without the prior written consent of Lender Lender, which consent shall be subject to the Deemed Approval Standard; (andiii) shall not, if a Securitization and shall have occurrednot permit Operating Company to, Borrower shall have obtained and delivered to Lender a Rating Agency Confirmation) restate, materially modify, materially amend or materially supplement (or permit the restatement, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting collect any of the economic terms of any Operating Lease or any of the terms of the Operating Lease Guaranty shall be deemed to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases for more than one (1) month prior to the due date thereof. Notwithstanding the foregoingin advance (other than security deposits); (iv) shall not, Lender’s consent and shall not be required permit Operating Company to, execute any other assignment of lessor’s interest in connection with any modificationthe Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not, amendment and shall not permit Operating Company to, alter, modify or waiver of any provision change the terms of the Operating Lease as may be reasonably necessary to comply Leases in a manner inconsistent with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Loan Documents; and (vi) shall, and shall cause Operating Lease consistent Company to, execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the provisions of this Agreement or any other Loan Document. Notwithstanding anything contained in this Section 5.1.20(a) Leases as Lender shall from time to the contrary, (x) Lender’s consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies), and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies)time reasonably require.

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 not furnish Lender with executed copies of all Leases. All renewals of Leases (unless the terms of such renewal are already provided for in the Lease) 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 cause 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. Borrower (i) shall observe and Guarantor perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (Operating Leaseii) 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), 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 without the prior written consent of Lender Lender; (and, if a Securitization iii) shall have occurred, Borrower shall have obtained and delivered to Lender a Rating Agency Confirmation) restate, materially modify, materially amend or materially supplement (or permit the restatement, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting not collect any of the economic terms of any Operating Lease or any of the terms of the Operating Lease Guaranty shall be deemed to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases for Rents more than one (1) month prior to the due date thereof. Notwithstanding the foregoing, Lender’s consent in advance (other than security deposits); (iv) shall not be required 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, amend, modify or change the terms of any Lease without the prior written consent of Lender; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with any modification, amendment or waiver of any provision of the Operating Lease Leases as may be Lender shall from time to time reasonably necessary to comply with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent with the provisions of this Agreement or any other Loan Documentrequire. Notwithstanding anything contained in this Section 5.1.20(a) to the contrarycontrary contained herein, (x) Lender’s consent to any amendment, modification Borrower shall not enter into a lease of all or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies), and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies).substantially all of

Leasing Matters. Any Major Lease executed after the Closing Date shall be approved by Lender, which approval shall not be unreasonably withheld. 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 that would materially affect Lender’s rights under the Loan Documents. All Leases executed after the date hereof shall provide that they are subordinate to the Mortgage and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Borrower (a) shall observe and perform the 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 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 not (be permitted unless by reason of a tenant default and shall cause Mortgage Borrower then only in a commercially reasonable manner to preserve and Guarantor (Operating Lease) not to)protect the Property, provided, however, that no such amendment, termination or surrender of any Major Lease will be permitted without the prior written consent of Lender Lender; (and, if a Securitization c) shall have occurred, Borrower shall have obtained and delivered to Lender a Rating Agency Confirmation) restate, materially modify, materially amend or materially supplement (or permit the restatement, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting not collect any of the economic terms of any Operating Lease or any of the terms of the Operating Lease Guaranty shall be deemed to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases for more than one (1) month prior to the due date thereof. Notwithstanding the foregoing, Lender’s consent in advance (other than security deposits); (d) shall not be required execute any other assignment of lessor’s interest in connection with any modificationthe Leases or the Rents (except as contemplated by the Loan Documents); (e) shall neither alter, amendment modify or waiver change the terms of any provision of the Operating Lease as may be reasonably necessary to comply in a manner inconsistent with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Loan Documents nor alter, modify or change the terms of any Major Leases or the Vacant Space Master Lease consistent without the prior written consent of Lender; (f) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the provisions of this Agreement or any other Loan DocumentLeases as Lender shall from time to time reasonably require. Notwithstanding anything contained in this Section 5.1.20(a) to the contrarycontrary contained herein, (x) Borrower shall not enter into a Lease of all or substantially all of the Property without Lender’s consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies), and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies)prior written consent.

Leasing Matters. (a) All Leases and all renewals, amendments, and modifications thereof executed after the date hereof shall be subject to Xxxxxx’s prior approval. Notwithstanding anything to the contrary contained herein, Borrower shall not not, without the prior written approval of Xxxxxx, enter into, renew, extend, amend, modify, permit any assignment of or subletting under, waive any provisions of, release any party to, terminate, reduce rents under, accept a surrender of space under, or shorten the term of, in each case, any Lease. (b) Without limitation of subsection (a) above, Borrower (i) shall observe and perform all the obligations imposed upon the lessor under the Leases and shall cause Mortgage not do or permit to be done anything to impair the value of any of the Leases as security for the Debt; (ii) shall promptly send copies to Lender of all notices of default or other matters which Borrower shall send or receive with respect to the Leases; (iii) shall enforce all of the terms, covenants and Guarantor conditions contained in the Leases upon the part of the tenant thereunder to be observed or performed (Operating Leaseexcept for termination of any Lease which shall require Lender’s prior written consent); (iv) shall not tocollect any of the Rents more than one (1) month in advance (except Security Deposits shall not be deemed Rents collected in advance); (v) shall, immediately upon receipt, deposit all Lease Termination Payments into the Rollover Reserve Account; (vi) shall not execute any other assignment of the lessor’s interest in any of the Leases or the Rents; and (vii) shall not consent to any assignment of or subletting under any Leases not in accordance with their terms, without the prior written consent of Lender. (c) Borrower shall deliver to Lender (and, if a Securitization shall have occurredwritten notice of any Tenant default under any Lease promptly following Xxxxxxxx’s knowledge of the same. At Lender’s request, Borrower shall have obtained and delivered promptly deliver to Lender a Rating Agency Confirmation) restatecopies of all Leases, materially modifyamendments, materially amend or materially supplement (or permit the restatement, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, modifications and waivers which are entered into pursuant to this Section 5.1.17 together with Xxxxxxxx’s certification that any modification, amendment or supplement affecting any it has satisfied all of the economic terms conditions of this Section. (d) Borrower shall hold any Operating Lease or any of and all monies representing security deposits under the Leases (the “Security Deposits”) received by Borrower, in accordance with the terms of the Operating respective Lease Guaranty shall be deemed to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may requestand Applicable Law, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) only release the prepayment of any rents under the Operating Leases for more than one (1) month prior to the due date thereof. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any modification, amendment or waiver of any provision of the Operating Lease as may be reasonably necessary to comply with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent with the provisions of this Agreement or any other Loan Document. Notwithstanding anything contained in this Section 5.1.20(a) to the contrary, (x) Lender’s consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies), and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies).Security

Leasing Matters. (a) Any Leases with respect to the Property executed after the Closing Date for more than 2,500 square feet shall be submitted to Lender for approval, which approval shall not be unreasonably withheld, conditioned or delayed. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Any Leases for which Lender’s approval is not required in accordance with the preceding sentences of this Section 5.1.20(a) and all renewals of Leases (except for renewals of Leases pursuant to renewal rights in existence as of the Closing Date) shall provide for rental rates comparable to existing market rates for comparable space in comparable buildings in New York City. Any Leases for which Lender’s approval is not required in accordance with the preceding sentences of this Section 5.1.20(a) shall not contain any terms which would materially affect Lender’s rights under the Loan Documents. All proposed Leases executed after the Closing Date shall provide that they are subordinate to the Mortgage and that the lessee agrees to attorn to Mortgage Lender or any purchaser at a sale by foreclosure or power of sale. Borrower shall or shall cause Mortgage Borrower to (i) use commercially reasonable efforts to observe and Guarantor perform, or cause to be performed, the obligations imposed upon the lessor under the Leases; (Operating Leaseii) use commercially reasonable efforts to enforce and may, in a commercially reasonable manner and in a manner not to), without to impair the prior written consent of Lender (and, if a Securitization shall have occurred, Borrower shall have obtained and delivered to Lender a Rating Agency Confirmation) restate, materially modify, materially amend or materially supplement (or permit the restatement, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting any value of the economic terms of any Operating Lease or any Property involved, amend the terms, covenants and conditions contained in the Leases upon the part of the terms of the Operating Lease Guaranty shall be deemed lessee thereunder to be material for purposes hereof)observed or performed, or terminate or accept a surrender of such Lease, except that no termination or acceptance of surrender of any Leases shall be permitted unless by reason of a tenant default and except as expressly provided in the Leases; provided, however, that no such acceptance of surrender of any Lease covering more than 2,500 square feet will be permitted without the consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed provided a new Lease for the applicable portion of the Property is entered into contemporaneously with such cancellation on substantially the same (or permit more favorable) terms as the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection cancelled lease with a material modification, Lender may request, and in such event, Borrower tenant of substantially similar quality; (iii) shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) collect any of the prepayment of any rents under the Operating Leases for more than one (1) month prior to the due date thereof. Notwithstanding the foregoing, Lender’s consent in advance (other than security deposits); (iv) shall not be required cause or permit Mortgage Borrower to execute any other assignment of lessor’s interest in connection with any modificationthe Leases or the Rents (except as contemplated by the Mortgage Loan Documents); (v) shall not cause or permit Mortgage Borrower to alter, amendment modify or waiver of any provision change the terms of the Operating Lease as may be reasonably necessary to comply Leases in a manner inconsistent with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent Mortgage Loan Documents; and (vi) shall execute and deliver and shall cause Mortgage Borrower to execute and deliver at the request of Lender or Mortgage Lender all such further assurances, confirmations and assignments in connection with the provisions of this Agreement Leases as Lender or any other Loan DocumentMortgage Lender shall from time to time reasonably require. Notwithstanding anything contained in this Section 5.1.20(a) to the contrarycontrary contained herein, (x) Borrower shall not cause or permit Mortgage Borrower to enter into a lease of all or substantially all of the Property without Lender’s consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies), and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies)prior consent.

Leasing Matters. (a) Borrower shall not execute any Lease or license agreement for all or any portion of any Individual Property (and shall cause Mortgage Borrower and Guarantor (Operating a “New Lease) not to”), except for any Non-Material Lease, without the Lender’s prior written consent, which consent of Lender will not, be unreasonably withheld if the Lease complies with the requirements of the first sentence of clause (b) below (and, with respect to a Major Lease, if a Securitization shall have occurred, Borrower shall have obtained and delivered to Lender prior written confirmation from the applicable Rating Agencies that such New Lease will not cause a Rating Agency Confirmationdowngrade, withdrawal or qualification of the then-current ratings of the Securities or any class thereof); provided, however, that, so long as there is no material adverse economic effect on the subject Lease, it shall be unreasonable for Lender to premise its refusal to consent to any New Lease proposed by Borrower or any provision or characteristic of such new Lease which is reasonably necessary, within the reasonable discretion of Borrower, to preserve the status of CapitalSource Inc. (or any of its Affiliates) restateas a REIT. Borrower shall at all times promptly and faithfully perform (or cause to be performed) in all material respects, materially all of the covenants, conditions and agreements contained in each Lease, now or hereafter existing, except for any Non-Material Lease, on the part of the landlord and tenant thereunder to be kept and performed. Borrower shall use commercially reasonable efforts to ensure that no act or omission of Borrower will result in a material default by Borrower under any Lease or allow the tenant thereunder to withhold any payment or rent. Borrower shall not further assign, sublet or otherwise Transfer or permit the assignment, sublet or other Transfer of, any Lease or any Rents or other payments (except to the extent required under such Lease or permitted without Borrower’s consent). Borrower, at no cost or expense to Lender, shall use commercially reasonable efforts to enforce, or cause to be enforced the performance and observance of each and every material condition and covenant of Borrower and Operator Tenants under each Lease, except for any Non-Material Lease, and except with the prior written consent of Lender, such consent not to be unreasonably withheld. Borrower shall not, without the prior written consent of Lender, such consent not to be unreasonably withheld and, with respect to a Major Lease, if a Securitization shall have occurred, Borrower shall have obtained and delivered to Lender prior written confirmation that such modification, amendment, supplement or restatement will not cause a downgrade withdrawal or qualification of the then-current ratings of the Securities or any class thereof), modify, materially amend amend, supplement or materially supplement restate (or permit the restatement, material modification, amendment amendment, supplement or supplement restatement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting any of the economic terms material term of any Operating New Lease or any of the terms of the Operating Lease Guaranty shall be deemed to be material for purposes hereof)Lease, terminate or accept the surrender (or permit the termination or surrender) of any Operating New Lease or any Operating Lease GuarantyLease, or waive or release or materially waive (or permit the waiver or release or material waiver of) the Operating Company or Guarantor (Operating Lease) any tenant from the performance or observance of any material obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may requestany New Lease, and in such eventat all times during the term of the Loan, Borrower shall not effect such modification withoutnot, an Additional True Lease Opinion in form and substance reasonably satisfactory to without the prior written consent of Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases or any New Lease for more than one (1) month prior to the due date thereof. Notwithstanding the foregoing, Lender’s consent All proposed Leases shall be on commercially reasonable terms and shall not be required in connection with contain any modificationterms which would, amendment or waiver taken as a whole, materially adversely affect the value of any provision of the Operating Lease as may be reasonably necessary to comply with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent with the provisions of this Agreement or any other Loan Document. Notwithstanding anything contained in this Section 5.1.20(a) to the contrary, (x) Lender’s consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) Individual Property or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies), and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies)Loan.

Leasing Matters. (a) Borrower From and after the Effective Date, Seller shall not (provide Buyer with copies of any new, amended, extended, terminated or otherwise modified Lease. In addition, during such time, Seller shall keep Buyer reasonably apprised regarding leasing activities and offers to lease portions of the Real Property received or solicited by Seller and shall cause Mortgage Borrower provide to Buyer copies of any offers to lease, term sheets and Guarantor letters of interest or intent in that regard, as well as drafts of any proposed Lease amendments and new leases being negotiated by Seller with existing and potential Tenants. From and after the date that is one (Operating Lease1) not to)business day prior to the expiration of the Inspection Period, Seller shall not, without the prior written consent of Lender Buyer, in Buyer’s sole discretion, (andi) effect any material change in any Lease, (ii) renew or extend the term of any Lease, unless the same is an extension or expansion permitted pursuant to the terms of an existing Lease, or (iii) enter into any new Lease or cancel or terminate any Lease. When seeking consent to a new or modified Lease, Seller shall provide notice of the identity of the tenant, a term sheet or letter of intent containing material business terms (including, without limitation, rent, expense base, concessions, tenant improvement allowances, brokerage commissions, and expansion and extension options) and whatever credit and background information with respect to such tenant as Seller customarily obtains in connection with similar leases of the Property. Buyer shall be deemed to have rejected any proposed Lease or Lease modification if a Securitization it has not responded to Seller within three (3) business days after receipt of such information. Seller shall have occurred, Borrower deliver to Buyer copies of executed versions of any such documents within three (3) business days after the full execution and delivery thereof. In no event whatsoever shall have obtained and delivered to Lender a Rating Agency Confirmation) restateSeller at any time materially amend, materially modify, materially amend alter or materially supplement (or permit terminate the restatementTarget Corporation’s Lease without Buyer’s consent, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting any of the economic terms of any Operating Lease or any of the terms of the Operating Lease Guaranty shall be deemed to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases for more than one (1) month prior to the due date thereof. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any modification, amendment or waiver of any provision of the Operating Lease as which may be reasonably necessary to comply with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent with the provisions of this Agreement or any other Loan Document. Notwithstanding anything contained withheld in this Section 5.1.20(a) to the contrary, (x) LenderBuyer’s consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies), and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies)sole discretion.

Leasing Matters. From and after the Effective Date of this Agreement, Seller shall provide Buyer with copies of any (ai) Borrower change in any Lease, (ii) renewals or extensions to the term of any Lease, or (iii) new Lease or cancellation or termination of any Lease. From and after the Effective Date, Seller shall not (and shall cause Mortgage Borrower and Guarantor (Operating Lease) not to)not, without the prior written consent of Lender Buyer, (andi) effect any change in any Lease, if a Securitization shall have occurred, Borrower shall have obtained and delivered to Lender a Rating Agency Confirmation(ii) restate, materially modify, materially amend renew or materially supplement (or permit extend the restatement, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting any of the economic terms term of any Operating Lease Lease, unless the same is an extension or any expansion permitted (without the requirement of Seller’s approval) pursuant to the terms of an existing Lease, or (iii) enter into any new Lease or cancel or terminate any Lease. When seeking consent to a new or modified Lease, Seller shall provide notice of the Operating Lease Guaranty identity of the tenant, a term sheet or letter of intent containing material business terms (including, without limitation, rent, expense base, concessions, tenant improvement allowances, brokerage commissions, and expansion and extension options) and whatever credit and background information with respect to such tenant as Seller customarily obtains in connection with similar leases of the Property. If such request for Buyer’s consent is made more than three (3) business days prior to the expiration of the Inspection Period, Buyer’s approval shall not be unreasonably withheld, conditioned or delayed; if such request is made after the expiration of the Inspection Period or three (3) business days or less prior to the expiration of the Inspection Period, Buyer may give or withhold such consent in its sole discretion. Prior to the three (3) business day period preceding the expiration of the Inspection Period, Buyer shall be deemed to be material for purposes hereof), terminate have consented to any proposed Lease or accept the surrender Lease modification if it has not responded to Seller within five (or permit the termination or surrender5) business days after receipt of such information. Seller shall deliver to Buyer copies of executed versions of any Operating Lease or Operating Lease Guaranty, or release or materially waive such documents within three (or permit 3) business days after the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, full execution and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases for more than one (1) month prior to the due date delivery thereof. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any modification, amendment or waiver of any provision of the Operating Lease as may be reasonably necessary to comply with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent with the provisions of this Agreement or any other Loan Document. Notwithstanding anything contained in this Section 5.1.20(a) to the contrary, (x) Lender’s consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies), and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies).

Leasing Matters. (a) Borrower shall not (and shall cause permit Mortgage Borrower to (i) terminate any Lease other than by reason of either (A) a Tenant default and Guarantor then only in a commercially reasonable manner to preserve and protect the Individual Property, or (Operating LeaseB) not to)a Tenant pursuant to the exercise by such Tenant of any termination right expressly provided in any existing Lease or any Lease hereafter entered into in compliance with the conditions set forth in this Section 5.2.18; provided, however, that no such termination or surrender of any Major Lease will be permitted under the foregoing subclause (A) without the prior written consent of Lender (andLender, if which consent shall not be unreasonably withheld; except that no termination by Mortgage Borrower or acceptance of surrender by a Securitization shall have occurred, Borrower shall have obtained and delivered to Lender a Rating Agency Confirmation) restate, materially modify, materially amend or materially supplement (or permit the restatement, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting any of the economic terms Tenant of any Operating Lease or any of the terms of the Operating Lease Guaranty Leases shall be deemed to be material for purposes hereof)permitted without the prior written consent of Lender, terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower which consent shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel be unreasonably withheld; (at Borrower’s expense). Borrower shall not permit (or cause or ii) permit Mortgage Borrower to permit) collect any of the prepayment of any rents under the Operating Leases for Rents more than one (1) month prior in advance (other than security deposits and estimated additional rent amounts on account of operating expense, tax and other escalations or pass-throughs); (iii) permit Mortgage Borrower to execute any other collateral assignment of lessor’s interest in the due date thereof. Notwithstanding Leases or the foregoing, Lender’s consent Rents (except as contemplated by the Mortgage Loan Documents); or (iv) shall not be required in connection with any modificationpermit Mortgage Borrower to alter, amendment modify or waiver of any provision change the terms of the Operating Lease as may be reasonably necessary to comply Leases in a manner inconsistent with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent with the provisions of this Agreement or any other Mortgage Loan DocumentDocuments. Notwithstanding anything contained in this Section 5.1.20(a) to the contrarycontrary contained herein, (x) Borrower shall not cause or permit Mortgage Borrower to enter into a lease of all or substantially all of any Individual Property without Lender’s consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies), and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies)prior written consent.

Leasing Matters. (a) With respect to the Property, Borrower shall not (and shall cause Mortgage Borrower and Guarantor (Operating Lease) not to)not, without the prior written consent of Lender (Lender, which consent shall not be unreasonably withheld, conditioned or delayed, enter into and, if a Securitization shall have occurredexcept to the extent required pursuant to the terms of an existing Material Lease, Borrower shall have obtained and delivered to Lender a Rating Agency Confirmation) restaterenew, materially extend, amend, modify, materially amend waive any provisions of, terminate, reduce rents under, accept a surrender of space under, or materially supplement (or permit shorten the restatementterm of, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting any of the economic terms of any Operating Material Lease or any of the terms of the Operating Lease Guaranty shall be deemed to be material instrument guaranteeing or providing credit support for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating a Material Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases for more than one (1) month prior to the due date thereof. Notwithstanding the foregoing, provided Borrower (i) self manages the parking applicable to the Property or (ii) enters into an acceptable replacement parking concession agreement, with respect to parking at the Property, which replacement parking concession agreement must be approved by Lender, such approval not to be unreasonably withheld, conditioned or delayed, Borrower shall be permitted to terminate that certain month to month parking arrangement established pursuant to the terms of that certain parking concession agreement with American Parking System, Inc. (the “Operator”) originally dated April 1, 1995 as modified by that certain Letter Agreement between Borrower and Operator dated June 30, 2003, if the Operator fails to commence construction of the parking facility which Operator is obligated to build at that certain property described on Exhibit I attached hereto and made a part hereof as such obligation shall be set forth in that certain form of deed of ground lease to be entered into between certain Affiliates of Borrower and the Operator. Furthermore, Lender’s consent shall not be required in connection with any modification, amendment or waiver of any provision of the Operating Lease as may be reasonably necessary for Borrower to comply with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent with the provisions of this Agreement or any other Loan Document. Notwithstanding anything contained in this Section 5.1.20(aenter into (a) to the contrarya parking concession agreement, (xb) Lender’s consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies), restaurant concession agreement and (yc) Lender’s consent a disco concession agreement, provided, however, with respect to any assignment each such concession agreement (1) no Event of any Operating Lease or Operating Lease Guaranty Default has occurred and is continuing and (or of any interest therein2) or any material amendmentthe applicable concession agreement is substantially in form and substance as the parking, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrowerrestaurant and/or disco concession agreement, upon the reasonable request of Lenderas applicable, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies).attached hereto as Exhibit K.

Leasing Matters. (a) Any Major Leases with respect to any Individual Property executed after the date hereof shall be subject to the prior written approval by Lender, which approval shall not be unreasonably withheld. Upon request, Borrower shall not 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 Mortgage Borrower or Operating Lessee (as applicable) if and to the extent permitted by applicable law, provided that Borrower shall cause Mortgage Borrower and Guarantor Equity Owner shall cause Operating Lessee to 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 provide such information to Lender upon written request thereof. Upon the occurrence of a monetary Event of Default and acceleration of the Loan, Borrower shall cause Mortgage Borrower and Equity Owner shall cause Operating Lessee to, upon Lender’s request and subject to applicable Legal Requirements, deposit with Mortgage Lender the security deposits of the Tenants (and any interest theretofore earned on such security deposits and actually received by Mortgage Borrower or Operating Lease) not toLessee (as applicable)), and any bonds or other instruments held by Mortgage Borrower or Operating Lessee (as applicable) in lieu of cash security, that Mortgage Borrower or Operating Lessee (as applicable) had not returned to the applicable Tenants or applied in accordance with the express terms of the applicable Lease (and failure to do so shall constitute a misappropriation of funds). Except as otherwise expressly provided in the Lease, all renewals of Leases and all proposed Leases shall provide for rental rates comparable to existing local market rates and be entered into as a result of arm’s-length negotiations upon commercially reasonable terms and shall not contain any terms which would materially affect Lender’s rights under the Loan Documents. Borrower shall cause Mortgage Borrower and Equity Owner shall cause Operating Lessee to (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 Individual Property involved except that no termination by Mortgage Borrower or Operating Lessee (as applicable) or acceptance of surrender by a tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Individual Property; provided, however, that no such termination or surrender of any Major Lease will be permitted without the prior written consent of Lender Lender; (and, if a Securitization shall have occurred, Borrower shall have obtained and delivered to Lender a Rating Agency Confirmationc) restate, materially modify, materially amend or materially supplement (or permit the restatement, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting not collect any of the economic terms of any Operating Lease or any of the terms of the Operating Lease Guaranty shall be deemed to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases for more than one (1) month prior to in advance (other than first month’s Rent or security deposits); (d) not execute any other assignment of lessor’s interest in the due date thereof. Notwithstanding Leases or the foregoingRents (except as contemplated by the Loan Documents); and (e) not alter, Lender’s consent shall not be required in connection with any modification, amendment modify or waiver of any provision change the terms of the Operating Lease as may be reasonably necessary to comply Leases in a manner inconsistent with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent with the provisions of this Agreement or any other Loan DocumentDocuments. Notwithstanding anything to the contrary contained in herein, neither Borrower nor Equity Owner shall permit Mortgage Borrower or Operating Lessee (as applicable) to enter into a lease of all or substantially all of any Individual 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, Equity Owner, Mortgage Borrower, Operating Lessee Pledgor or Operating Lessee shall be subject to the prior written consent of Lender. 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 Section 5.1.20(a5.1.21 together with a summary of the business terms of such Lease or other leasing matter and any documents or information required to be provided by Mortgage Borrower or Operating Lessee (as applicable) to under the contraryMortgage Loan Documents or Borrower under the Loan Documents in connection with Lender’s review of the proposed matter, by a method which provides evidence of delivery, (xB) Lender has failed to respond to such request within ten (10) Business Days after Lender’s consent to any amendment, modification or supplement receipt of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable such request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies)and supporting documents, and (yC) Borrower has delivered (or has caused Mortgage Borrower or Operating Lessee to deliver) 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 consent to any assignment receipt of any Operating Lease or Operating Lease Guaranty 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 (or of any interest therein14) or any material amendmentas 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, material modification or material supplement of any Operating Lease YOU WILL BE DEEMED TO HAVE APPROVED THIS REQUEST.” Borrower shall also be conditioned on the delivery reimburse Lender for Lender’s reasonable out-of-pocket costs and expenses incurred by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies)in connection with such leasing matter.

Leasing Matters. (a) Any Major Leases with respect to an Individual Property written after the Closing Date shall be approved by 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 Closing Date shall provide that they are subordinate to the Mortgage encumbering the applicable Individual Property and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Borrower shall and shall cause Mortgage 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 Guarantor then only in a commercially reasonable manner to preserve and protect the Individual Property; (Operating Leaseiii) not to), without the prior written consent of Lender (and, if a Securitization shall have occurred, Borrower shall have obtained and delivered to Lender a Rating Agency Confirmation) restate, materially modify, materially amend or materially supplement (or permit the restatement, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting collect any of the economic terms of any Operating Lease or any of the terms of the Operating Lease Guaranty shall be deemed to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases for more than one (1) month prior to in advance (other than security deposits); (iv) not execute any other assignment of lessor’s interest in the due date thereof. Notwithstanding Leases or the foregoingRents (except as contemplated by the Loan Documents); (v) not alter, Lender’s consent shall not be required in connection with any modification, amendment modify or waiver of any provision change the terms of the Operating Lease as may be reasonably necessary to comply Leases in a manner inconsistent with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent Loan Documents; and (vi) execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the provisions of this Agreement or any other Loan DocumentLeases as Lender shall from time to time reasonably require. Notwithstanding anything contained in this Section 5.1.20(a) to the contrarycontrary contained herein, (x) neither Borrower nor Operating Lessee shall enter into a lease of all or substantially all of any Individual Property without Lender’s consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies), and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies)prior written consent.

Leasing Matters. Any Leases with respect to the Property written after the Closing Date for more than the smallest of 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 not 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 cause 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 Guarantor perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (Operating Leaseii) 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 toto 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 preserve and protect the Property PROVIDED, HOWEVER, that no such termination or surrender of any Lease covering more than the smallest 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 manner inconsistent with the provisions of the Loan Documents without the prior written consent of Lender, which consent may be withheld in the sole discretion of Lender; and (vi) shall execute and deliver at the request of Lender all such further assurances, confirmations and 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 (andLender, if a Securitization shall have occurred, Borrower shall have obtained and delivered to Lender a Rating Agency Confirmation) restate, materially modify, materially amend or materially supplement (or permit terminate any Lease which demises less than the restatement, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting smallest of the Relevant Leasing Threshold under any of the economic terms of following circumstances: (i) the tenant under said Lease is in default beyond any Operating Lease or any of applicable grace and cure period, and Borrower has the right to terminate such Lease; (ii) such termination is permitted by the terms of the Operating Lease Guaranty shall be deemed in question and Borrower has secured an obligation from a third party to lease the space under the Lease to be material for purposes hereof), terminate terminated at a rental equal to or accept higher than the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition rental due under the Operating Leases or Operating Lease Guaranty. In connection with to be terminated; and (iii) if the tenant under the Lease to be terminated, has executed a material modification, Lender may requestright under said Lease to terminate its lease upon payment of a termination fee to Borrower, and has in such eventfact terminated its lease and paid said fee, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases for more than one (1) month prior to the due date thereof. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any modification, amendment or waiver of any provision of the Operating Lease as may be reasonably necessary to comply with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent with the provisions of this Agreement or any other Loan Document. Notwithstanding anything contained in this Section 5.1.20(a) to the contrary, (x) Lender’s consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies), and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies)accept said termination.

Leasing Matters. Any Major Leases shall be subject to the prior written approval of Lender, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that Lender’s approval of any Major Lease shall not be required if Borrower satisfies the following conditions: (ai) such Major Lease provides for net effective rent of at least 90% of the net effective rent of the existing Lease for the leased premises, (ii) the term of such Major Lease is at least five (5) years and (iii) Borrower delivers to Lender an Officer’s Certificate certifying that the requirements in the preceding clauses (i) and (ii) have been satisfied. Upon written request, Borrower shall, or cause Senior Borrower to, furnish Lender with executed copies of all Leases not previously delivered to Lender. All renewals of Leases and all proposed Leases shall provide for rental rates comparable to existing local market rates. All proposed Leases shall be on commercially reasonable terms and shall not contain any terms which would materially affect Lender’s rights under the Loan Documents. Borrower shall, or shall cause Senior Borrower to: (i) observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) enforce (and shall cause Mortgage Borrower and Guarantor (Operating Senior Borrower may amend or terminate) the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not reasonably likely to materially impair the value of the Individual Property involved except that no termination by Borrower or Senior 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, except for an as-of-right termination exercised by a Tenant under its Lease) not to), no such termination or surrender of any Major Lease or any Lease for all or substantially all of the Improvements at an Individual Property will be permitted without the prior written consent of Lender (andsuch consent not to be unreasonably withheld, if a Securitization shall have occurred, Borrower shall have obtained and delivered to Lender a Rating Agency Confirmationconditioned or delayed); (iii) restate, materially modify, materially amend or materially supplement (or permit the restatement, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting not collect any of the economic terms of any Operating Lease or any of the terms of the Operating Lease Guaranty shall be deemed to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases for more than one (1) month prior to in advance (other than security deposits and Lease Termination Payments which constitute prepaid Rents) other than the due date thereof. Notwithstanding following Leases, which Lender acknowledges and agreed are paid on a quarterly basis: (A) Grande Communications Networks, Inc. (000 Xxxxxxx Xxxxxx, San Marcos, TX 78666 ) and (B) Cofinity, Inc. (00000 Xxxxxxxxxxxx Xxx, Xxxxxxxxxx, XX 00000); (iv) not execute any other assignment of lessor’s interest in the foregoingLeases or the Rents (except as contemplated by the Senior Loan Documents or the Loan Documents); and (v) not alter, Lender’s consent shall not be required in connection with any modification, amendment modify or waiver of any provision change the terms of the Operating Lease as may be reasonably necessary to comply Leases in a manner inconsistent with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent with the provisions of this Agreement Loan Documents or any other Senior Loan DocumentDocuments. Notwithstanding anything contained in this Section 5.1.20(a) to the contrarycontrary 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. As of the Closing Date and as of the Funding Date, there are no Affiliated Tenants at the Property. Lender hereby approves the BCBS Lease Modifications; provided, however, that (xi) Borrower shall promptly provide Lender with copies of any definitive agreements entered into in connection with the BCBS Lease Modifications and (ii) if there are any material changes to the economic terms or material non-economic terms described in the BCBS LOI, then such changes shall be subject to Lender’s consent prior written approval, not to any amendmentbe unreasonably withheld, modification conditioned or supplement of delayed. For clarity, the Operating Lease (or any new Operating Lease) or Termination Payments made in connection with the Operating BCBS Lease Guaranty may also Modifications shall be conditioned applied to reduce the Senior Release Amount and the Release Amount for the applicable Individual Properties on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies), and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies)pro rata basis.

Leasing Matters. (a) Borrower Any Major Leases with respect to any Property executed after the date hereof shall be subject to Lender’s approval, which approval shall not (and be unreasonably withheld, conditioned or delayed, provided, however, that renewals of any Major Lease by Mortgage Borrowers initially executed prior to the Closing Date shall not require the approval of Lender if the terms of any such Lease provided for renewals at a reasonably determinable rent. Upon request, Borrowers shall furnish, or shall cause Mortgage Borrowers to furnish, Lender with executed copies of all Leases. All proposed Major Leases shall be on commercially reasonable terms and no Lease shall contain any terms which would materially adversely affect Lender’s rights under the Loan Documents or Mortgage Lender’s rights under the Mortgage 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 Mortgage Lender or any purchaser at a sale by foreclosure or power of sale, provided that, with respect to Major Leases, Mortgage Lender provides commercially reasonable non-disturbance language. Borrowers shall cause Mortgage Borrowers to (i) observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) 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 Mortgage Borrower and Guarantor or acceptance of surrender by a tenant of any Major Lease will be permitted without the consent of Lender; (Operating Leaseiii) not to), without the prior written consent of Lender (and, if a Securitization shall have occurred, Borrower shall have obtained and delivered to Lender a Rating Agency Confirmation) restate, materially modify, materially amend or materially supplement (or permit the restatement, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting collect any of the economic terms of any Operating Lease or any of the terms of the Operating Lease Guaranty shall be deemed to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases for 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 Mortgage Loan Documents); and (v) not alter, modify or change the terms of any Major Lease in any material manner, in each of the foregoing instances, without the prior 105 written approval of Lender, not to be unreasonably withheld. To the extent Lender’s approval is required pursuant to this Section 5.1.20, Lender shall endeavor to respond to a request for Lender’s approval within ten (10) Business Days after Borrowers’ written request therefor, delivered together with any documents or information required to be provided by Borrowers hereunder in connection with Lender’s 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 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 due date thereof. Notwithstanding expiration of such ten (10) Business Day period in order to adequately review the foregoingsame, then Borrowers shall re-submit such proposed Major Lease, Major Lease amendment or Major Lease termination and accompanying information to Lender with a request for approval containing the following statement at the top of the first page thereof in capitalized, boldfaced, 14 point type lettering: “IF YOU FAIL TO RESPOND TO OR TO EXPRESSLY DENY THIS REQUEST FOR APPROVAL IN WRITING WITHIN FIVE (5) BUSINESS DAYS, YOUR APPROVAL SHALL BE DEEMED GIVEN”, and if Lender does not respond to such second request by approving such proposed Major Lease, Major Lease amendment or Major Lease termination or stating its objection thereto within five (5) Business Days of Lender’s receipt of such second submission, Lender’s consent approval shall not be required in connection with any modification, amendment or waiver of any provision of the Operating Lease as may be reasonably necessary to comply with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent with the provisions of this Agreement or any other Loan Documentdeemed given. Notwithstanding anything contained in this Section 5.1.20(a) to the contrarycontrary contained herein, (x) Borrowers shall not permit or cause Mortgage Borrowers to enter into a lease of all or substantially all of any Property without Lender’s consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies), and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender (and, if a Securitization shall have occurred, acceptable to the Rating Agencies)prior consent.