Common use of Leasing Matters Clause in Contracts

Leasing Matters. 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 Mortgage Lender or any purchaser at a sale by foreclosure or power of sale. Borrower shall, and shall cause Mortgage Borrower and Operating Company to, (i) observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) enforce, and Mortgage Borrower or Operating Company, as applicable, may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property; provided, however, that no such amendment, modification, termination or surrender of any Major Lease will be permitted without the prior written consent of Lender, which consent shall be subject to the Deemed Approval Standard; (iii) not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents and the Mortgage Loan Documents; and (vi) execute and deliver at the request of Lender all such further assurances and confirmations in connection with the Leases as Lender shall from time to time reasonably require and as are permitted by the Mortgage Loan Documents.

Leasing Matters. Any Major Leases executed with respect to the Property written after the date hereof hereof, for more than 7,500 square feet shall be subject to the prior written approval of Lender, which approval shall not be subject to the Deemed Approval Standardunreasonably withheld, conditioned or delayed. 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 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 shall, and shall cause Mortgage Borrower and Operating Company to, (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) enforce, shall enforce and Mortgage Borrower or Operating Company, as applicable, may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the PropertyProperty (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 amendment, modification, termination or surrender of any Major Lease covering more than 7,500 square feet will be permitted without the prior written consent of Lender, which consent shall be subject to the Deemed Approval Standard; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents and the Mortgage Loan Documents; and (vi) shall execute and deliver at the request of Lender all such further assurances assurances, confirmations and confirmations assignments in connection with the Leases as Lender shall from time to time reasonably require require. Notwithstanding anything to the contrary contained herein, Borrower shall not enter into a lease of all or substantially all of any Individual Property without Lender’s prior written consent. Notwithstanding anything to the contrary contained herein, all new Leases and as all amendments, modifications, extensions, and renewals of existing Leases with Tenants that are permitted by Affiliates of Borrower shall be subject to the Mortgage Loan Documentsprior written consent of Lender.

Leasing Matters. Any Major Leases executed with respect to an Individual Property written after the date hereof shall be subject to the prior written approval of approved by Lender, which approval shall not be subject to the Deemed Approval Standardunreasonably withheld, conditioned or delayed. Upon request, Borrower shall furnish Lender with executed copies of all Leases. All renewals and extensions of Leases (unless the terms of such renewals are already provided for in the Lease), all amendments, modifications and changes to Leases, and all proposed Leases (a) shall provide for rental rates comparable to existing local market rates. All proposed Leases , (b) shall be on commercially reasonable terms and (c) shall not contain any terms which would materially affect Lender’s '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 renewals of Leases and 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, and shall cause Mortgage Borrower and Operating Company to, (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) enforce, and Mortgage Borrower or Operating Company, as applicable, may amend or terminate shall enforce the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property; provided, however, Individual Property involved except that no such amendment, modification, termination by Borrower or acceptance of surrender of any Major Lease will rights by a tenant of any Leases shall be permitted without the prior written consent of Lender, which consent shall be subject to the Deemed Approval Standard; (iii) shall not collect any of the rents Rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s 's interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, amend, modify or change the terms of any Lease without the Leases in a manner inconsistent with the provisions prior written consent of the Loan Documents and the Mortgage Loan DocumentsLender; and (vi) shall execute and deliver at the request of Lender all such further assurances assurances, confirmations and confirmations assignments in connection with the Leases as Lender shall from time to time reasonably require and as are permitted by require. Notwithstanding anything to the Mortgage Loan Documentscontrary contained herein, Borrower shall not enter into a Lease of all or substantially all of any Individual Property without Lender's prior written consent, which consent shall not be unreasonably withheld or delayed.

Leasing Matters. Any Major Leases executed after the date hereof shall be subject to the Without Lender’s prior written approval consent, except as otherwise in the ordinary course of Lenderits business, which approval Borrower shall be subject not cause or permit Mortgage Borrower to cancel, terminate, abridge or materially modify the Deemed Approval Standardterms of any Lease, renew or extend the term of any Lease, enter into a new Lease, or permit the assignment of any Lease. 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 that 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 Mortgage Lender or any purchaser at a sale by foreclosure or power of sale. Borrower shall, and shall cause Mortgage Borrower and Operating Company to, to (ia) observe and perform the obligations imposed upon the lessor landlord under the Leases in a commercially reasonable manner; (iib) enforce, and Mortgage Borrower or Operating Company, as applicable, may amend or terminate shall enforce the terms, covenants and conditions contained in the Leases upon the part of the lessee tenant thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property; provided, however, that no such amendment, modification, termination or surrender of any Major Lease will be permitted without the prior written consent of Lender, which consent shall be subject to the Deemed Approval StandardProperty involved; (iiic) shall not collect any of the rents Rents more than one (1) month in advance (other than security deposits); (ivd) shall not execute any other assignment of lessorlandlord’s interest in the Leases or the Rents (except as contemplated by the Mortgage Loan Documents); (v) not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents and the Mortgage Loan Documents; and (vie) shall execute and deliver at the request of Lender all such further assurances assurances, confirmations and confirmations assignments in connection with the Leases as Lender shall from time to time reasonably require and as are permitted by the Mortgage Loan Documentsrequire.

Leasing Matters. Any Major Leases executed with respect to the Premises written after the date hereof Closing Date shall be subject to the prior written approval of Lenderthe Bank, which approval shall may be subject to given or withheld in the Deemed Approval Standardsole discretion of the Bank. Upon request, Borrower Borrowers shall furnish Lender the Bank 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 ratesrates (unless such rental rates are otherwise set forth in the Leases executed prior to the Closing Date). All proposed Leases shall be on commercially reasonable terms and shall not contain any terms which would materially affect Lenderthe Bank’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 encumbering the Premises and that the lessee tenant thereunder agrees to attorn to Mortgage Lender the Bank or any purchaser at a sale by foreclosure or power of sale. Borrower shall, and shall cause Mortgage Borrower and Operating Company to, Borrowers (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) enforce, and Mortgage Borrower or Operating Company, as applicable, may amend or terminate shall enforce the terms, covenants and conditions contained in the Leases upon the part of the lessee tenant thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property; provided, however, Premises involved except that no such amendment, modification, termination by Borrowers or acceptance of surrender by a tenant of any Major Lease will shall be permitted without the prior written written’ consent of Lender, the Bank which consent shall may be subject to withheld in the Deemed Approval Standardsole discretion of the Bank; (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 rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents and without the Mortgage Loan Documentsprior written consent of the Bank, which consent may be withheld in the sole discretion of the Bank; (vi) shall not consent to approve any assignment or, unless such consent is not required under the Lease, subletting under any Lease; and (vivii) shall execute and deliver at the request of Lender the Bank all such further assurances assurances, confirmations and confirmations assignment in connection with the Leases as Lender the Bank shall from time to time reasonably require and as are permitted by the Mortgage Loan Documentsrequire.

Leasing Matters. Any Major Leases with respect to an Individual Property executed after the date hereof shall be subject to the prior written approval of approved by Lender, which approval shall not be subject to the Deemed Approval Standardunreasonably withheld. 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 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, and shall cause Mortgage Borrower and Operating Company to, (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) enforce, shall enforce and Mortgage Borrower or Operating Company, as applicable, may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property; provided, however, Individual Property involved except that no such amendment, modification, termination by Borrower or acceptance of surrender by a tenant of any Major Lease will Leases shall be permitted without unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the prior written consent of Lender, which consent shall be subject to the Deemed Approval StandardIndividual Property; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents and the Mortgage Loan Documents; and (vi) shall execute and deliver at the request of Lender all such further assurances assurances, confirmations and confirmations assignments in connection with the Leases as Lender shall from time to time reasonably require and as are permitted by require. Notwithstanding anything to the Mortgage Loan Documentscontrary contained herein, Borrower shall not enter into a lease of all or substantially all of any Individual Property without Lender’s prior consent.

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

Leasing Matters. Any Major Leases with respect to the Property executed after the date hereof hereof, for more than 10,000 square feet shall be subject to the prior written approval of by Lender, which approval shall not be subject to the Deemed Approval Standardunreasonably withheld, conditioned or delayed. 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 and adversely affect Lender’s '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 Mortgage Lender or any purchaser at a sale by foreclosure or power of sale. Lender agrees to provide non-disturbance agreements from subordinating tenants leasing more than 10,000 square feet on Lender's then standard form. Borrower shall, and shall cause Mortgage Borrower and Operating Company to, (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) enforce, shall enforce and Mortgage Borrower or Operating Company, as applicable, may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property; Property except that no termination by Borrower or acceptance of surrender by a tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property provided, however, that no such amendment, modification, termination or surrender of any Major Lease covering more than 10,000 square feet will be permitted without the prior written consent of Lender, which consent shall not be subject to the Deemed Approval Standardunreasonably withheld; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s 's interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents and the Mortgage Loan Documents; and (vi) execute and deliver at the request of Lender all such further assurances and confirmations in connection with the Leases as Lender shall from time to time reasonably require and as are permitted by the Mortgage Loan Documents.41

Leasing Matters. Any Major Leases with respect to the Property executed after the date hereof hereof, for more than 5,000 square feet (“Lease Threshold Amount”) shall be subject to the prior written approval of approved by Lender, which approval shall not be subject to the Deemed Approval Standardunreasonably withheld, conditioned or delayed. 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 that 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 Mortgage Lender or any purchaser at a sale by foreclosure or power of sale. Borrower shall, and shall cause Mortgage Borrower and Operating Company Tenant to, (ia) observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (iib) enforce, enforce and Mortgage Borrower or Operating Company, as applicable, may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property involved except that no termination by Borrower or Operating Tenant or acceptance of surrender by a tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such amendment, modification, termination or surrender of any Major Lease will covering more than the Lease Threshold Amount shall be permitted without the prior written consent of Lender, which consent shall be subject to the Deemed Approval Standard; (iiic) not collect any of the rents more than one (1) month in advance (other than security deposits); (ivd) not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (ve) not alter, modify or change the terms of any Lease in excess of the Leases Lease Threshold Amount in a manner inconsistent with the provisions of the Loan Documents and the Mortgage Loan Documents; and (vif) execute and deliver at the request of Lender all such further assurances assurances, confirmations and confirmations assignments in connection with the Leases as Lender shall from time to time reasonably require require. Notwithstanding anything to the contrary contained herein, Borrower shall not, and as are permitted by shall cause Operating Tenant to not, enter into a lease of all or substantially all of the Mortgage Loan DocumentsProperty without Lender’s prior consent.

Leasing Matters. Any Major Leases Lease executed after the date hereof Closing Date shall be subject to the prior written approval of approved by Lender, which approval shall not be subject to the Deemed Approval Standardunreasonably withheld. Upon request, Borrower shall cause Mortgage Borrower to 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 that 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 Mortgage Lender or any purchaser at a sale by foreclosure or power of sale. Borrower shall, and shall cause Mortgage Borrower and Operating Company to, to (ia) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (iib) enforce, shall enforce and Mortgage Borrower or Operating Company, as applicable, may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property involved except that no termination by 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; , provided, however, that no such amendment, modification, termination or surrender of any Major Lease will be permitted without the prior written consent of Lender, which consent shall be subject to the Deemed Approval Standard; (iiic) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (ivd) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (ve) not shall neither alter, modify or change the terms of the Leases any Lease in a manner inconsistent with the provisions of the Loan Documents and nor alter, modify or change the Mortgage Loan Documentsterms of any Major Leases or the Vacant Space Master Lease without the prior written consent of Lender; and (vif) shall execute and deliver at the request of Lender all such further assurances assurances, confirmations and confirmations assignments in connection with the Leases as Lender shall from time to time reasonably require require; and as are permitted by (g) shall not amend, modify, terminate, cancel or accept a surrender of the Mortgage Loan DocumentsAlaris Lease, or permit the assignment or subletting of the Alaris Lease to any other tenant or subtenant, without Lender’s prior written consent. Notwithstanding anything to the contrary contained herein, Borrower shall not enter into a Lease of all or substantially all of the Property without Lender’s prior written consent.

Leasing Matters. Any Major Leases with respect to the Property executed after the date hereof hereof, for more than 5,000 square feet shall be subject to the prior written approval of approved by Lender, which approval shall not be subject to the Deemed Approval Standardunreasonably withheld. 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 Mortgage Lender or any purchaser at a sale by foreclosure or power of sale. Borrower shall, and shall cause Mortgage Borrower and Operating Company to, (i) observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) enforce, enforce and Mortgage Borrower or Operating Company, as applicable, may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a Tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such amendment, modification, termination or surrender of any Major Lease covering more than 5,000 square feet will be permitted without the prior written consent of Lender, which consent shall be subject to the Deemed Approval Standard; (iii) not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents and the Mortgage Loan Documents; and (vi) execute and deliver at the request of Lender all such further assurances assurances, confirmations and confirmations assignments in connection with the Leases as Lender shall from time to time reasonably require and as are permitted by require. Notwithstanding anything to the Mortgage Loan Documentscontrary contained herein, Borrower shall not enter into a lease of all or substantially all of the Property without Lender’s prior consent.

Leasing Matters. (a) Any Major Leases executed Material Lease 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 subject to the Deemed Approval Standardunreasonably withheld, conditioned or delayed. 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 Mortgage Lender or any purchaser at a sale by foreclosure or power of sale. Borrower shall, and shall cause Mortgage Borrower and Operating Company to, (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) enforce, shall enforce and Mortgage Borrower or Operating Company, as applicable, may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property; provided, however, Property involved except that no such amendment, modification, termination by Borrower or acceptance of surrender by a Tenant of any Major a Material Lease will shall be permitted (A) unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property, or (B) without the prior written consent of Lender, which consent shall be subject to the Deemed Approval Standard; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents and the Mortgage Loan Documents; and (vi) shall execute and deliver at the request of Lender all such further assurances assurances, confirmations and confirmations assignments in connection with the Leases as Lender shall from time to time reasonably require and as are permitted by the Mortgage Loan Documentsrequire.

Leasing Matters. Any Major Leases with respect to any Property executed after the date hereof shall be subject to the prior written approval of Lender’s approval, which approval shall not be subject unreasonably withheld, conditioned or delayed, provided, however, that renewals of any Major Lease by Mortgage Borrowers initially executed prior to the Deemed Approval StandardClosing 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, Borrower Borrowers shall furnish furnish, or shall cause Mortgage Borrowers to 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 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 or Mortgage Lender’s rights under the Mortgage 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 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. Borrower shall, and Borrowers shall cause Mortgage Borrower and Operating Company to, Borrowers to (i) observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) enforce, and Mortgage Borrower or Operating Company, as applicable, may amend or terminate 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 the Property; providedany Property involved, however, except that no such amendment, modification, termination by any Mortgage Borrower or acceptance of surrender by a tenant of any Major Lease (including, without limitation, the HRHI Lease) will be permitted without the prior written consent of Lender, which consent shall be subject to the Deemed Approval Standard; (iii) not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Mortgage Loan Documents); and (v) not alter, modify or change the terms of (A) the Leases HRHI Lease other than any ministerial, non-monetary amendment or modification, or (B) any other Major Lease in a manner inconsistent with the provisions any material manner, in each of the Loan Documents and foregoing instances, without the Mortgage Loan Documents; and prior written approval of Lender, not to be unreasonably withheld. To the extent Lender’s approval is required pursuant to this Section 5.1.20, Lender shall endeavor to respond to a request for Lender’s approval within ten (vi10) execute and deliver at the Business Days after Borrowers’ written request of Lender all such further assurances and confirmations therefor, delivered together with any documents or information required to be provided by Borrowers hereunder in connection with Lender’s review of the Leases as proposed Major Lease, Major Lease amendment or Major Lease termination. If the correspondence from Borrowers requesting such approval contains the following statement at the top of the first page thereof in capitalized, boldfaced, 14 point type lettering: “IF YOU FAIL TO RESPOND TO OR TO EXPRESSLY DENY THIS REQUEST FOR APPROVAL IN WRITING WITHIN TEN (10) BUSINESS DAYS, YOUR APPROVAL SHALL BE DEEMED GIVEN”, and if Lender shall from time fail to time respond to or to expressly deny such request for approval in writing (stating 121 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 require requested by Lender in writing prior to the expiration of such ten (10) Business Day period in order to adequately review the same, then Borrowers shall re-submit such proposed Major Lease, Major Lease amendment or Major Lease termination and as are permitted accompanying information to Lender with a request for approval containing the following statement at the top of the first page thereof in capitalized, boldfaced, 14 point type lettering: “IF YOU FAIL TO RESPOND TO OR TO EXPRESSLY DENY THIS REQUEST FOR APPROVAL IN WRITING WITHIN FIVE (5) BUSINESS DAYS, YOUR APPROVAL SHALL BE DEEMED GIVEN”, and if Lender does not respond to such second request by approving such proposed Major Lease, Major Lease amendment or Major Lease termination or stating its objection thereto within five (5) Business Days of Lender’s receipt of such second submission, Lender’s approval shall be deemed given. Notwithstanding anything to the contrary contained herein, Borrowers shall not permit or cause Mortgage Loan DocumentsBorrowers to enter into a lease of all or substantially all of any Property without Lender’s prior consent.

Leasing Matters. Any Major Leases executed after the date hereof shall be subject (a) With respect to the prior written approval of Lender, which approval shall be subject to the Deemed Approval Standard. Upon requestProperty, 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 Mortgage Lender or any purchaser at a sale by foreclosure or power of sale. Borrower shall, and shall cause may allow Mortgage Borrower and Operating Company to, to enter into a proposed Lease (iincluding the renewal or extension of an existing Lease (a “Renewal Lease”)) observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) enforce, and Mortgage Borrower or Operating Company, as applicable, may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property; provided, however, that no such amendment, modification, termination or surrender of any Major Lease will be permitted without the prior written consent of Lender, provided such proposed Lease or Renewal Lease (i) provides for rental rates and terms comparable to existing local market rates and terms (taking into account the type and quality of the tenant) as of the date such Lease is executed by Mortgage Borrower (unless, in the case of a Renewal Lease, the rent payable during such renewal, or a formula or other method to compute such rent, is provided for in the original Lease), (ii) is an arms-length transaction with a bona fide, independent third party tenant, (iii) does not, in Borrower’s commercially reasonable judgment, have a Material Adverse Effect, (iv) is subject and subordinate to the Security Instrument and the lessee thereunder agrees to attorn to Mortgage Lender, (v) is written on the standard form of lease approved by Lender (other than a Renewal Lease (which consent shall be in the form of the existing lease being renewed or extended and may include commercially reasonable modifications that do not alter in any material respect the provisions relating to subordination and attornment, or such other form reasonably acceptable to Lender) or, with respect to any proposed Lease, factual information with respect to the tenant and other commercially reasonable modifications as reasonably determined by Mortgage Borrower, provided that in no event shall such modifications alter in any material adverse respect the standard lease provisions relating to subordination and attornment), and (vi) is not a Major Lease. All proposed Leases which do not satisfy the requirements set forth in this Section 5.1.17(a) shall be subject to the Deemed Approval Standardprior approval of Lender, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that any “month-to-month” license or similar agreement that is terminable on written notice of thirty (iii30) days or less shall not collect any be considered a Lease for purposes of this Section 5.1.17 and shall not be subject to the prior approval of Lender so long as such license or similar agreement does not constitute a Major Lease. At Lender’s request, Borrower shall promptly cause Mortgage Borrower to deliver to Lender copies of all Leases which are entered into pursuant to this subsection together with Borrower’s certification that it has satisfied all of the rents more than one (1) month in advance (other than security deposits); (iv) not execute any other assignment conditions of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents and the Mortgage Loan Documents; and (vi) execute and deliver at the request of Lender all such further assurances and confirmations in connection with the Leases as Lender shall from time to time reasonably require and as are permitted by the Mortgage Loan Documentsthis Section 5.1.17.

Leasing Matters. Any Major Leases executed with respect to the Property written after the date hereof hereof, for more than 18,000 square feet shall be subject to the prior written approval of Lender, which approval shall not be subject to the Deemed Approval Standardunreasonably withheld, conditioned or delayed. Upon request, Borrower shall furnish Lender with executed copies of all LeasesLeases not previously delivered to Lender. All renewals and extensions of Leases and all proposed 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 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 Standardsterms. All Leases executed after the date hereof shall provide that they are subordinate to the Mortgage 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 shall, and shall cause Mortgage Borrower and Operating Company to, (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) enforce, shall enforce and Mortgage Borrower or Operating Company, as applicable, may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property (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 in connection with a unilateral right of a Tenant set forth in such Tenant’s Lease that does not require Borrower’s approval, by reason of a tenant default, in connection with a tenant relocation within the applicable Individual Property, or re-tenanting of any portion of the applicable Individual Property with respect to which the tenant has “gone dark” and then only in a commercially reasonable manner to preserve and protect the Property (or any portion thereof); provided, however, that no such amendment, modification, termination or surrender of any Major Lease covering more than 18,000 square feet will be permitted without the prior written consent of Lender, which consent shall be subject to Lender unless a material default thereunder exists and the Deemed Approval Standardapplicable Tenant has been provided all notice and cure rights required under such Lease or by applicable law; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents and the Mortgage Loan Documents; and (vi) shall execute and deliver at the request of Lender all such further assurances assurances, confirmations and confirmations assignments in connection with the Leases as Lender shall from time to time reasonably require require. Notwithstanding anything to the contrary contained herein, Borrower shall not enter into a lease of all or substantially all of any Individual Property without Lender’s prior written consent, not to be unreasonably withheld, delayed or conditioned. Notwithstanding anything to the contrary contained herein, all new Leases and all amendments, modifications, extensions, and renewals of existing Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Lender agrees to enter into a subordination, non-disturbance agreement with tenants with respect to any Lease in a form substantially similar to the subordination, non-disturbance agreements entered into in connection with the closing of the Loan. Notwithstanding anything to the contrary contained herein, to the extent Lender’s prior approval is required for any leasing matters set forth in this Section 5.1.20, Lender shall have ten (10) Business Days from receipt of written request (which such written request shall include a copy of the proposed lease, market information relating to leases comparable to the proposed lease, financial information with respect to the proposed tenant to the extent in Borrower’s possession and such other relevant materials and information used by Borrower in connection with negotiation of the proposed Lease), to approve or disapprove such matter, provided that the front page of any such request to Lender is marked, in not less than fourteen (14) point bold face type, underlined and using all capital letters, as are permitted follows: “LENDER’S RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER.” In the event additional information is reasonably requested by Lender within such ten (10) Business Day period, Lender shall have three (3) Business Days from receipt of all additional requested information in which to approve or disapprove such the Mortgage Loan Documentsapplicable matter, notwithstanding the date of the original request. In the event that Lender fails to respond to the applicable matter in question within such time frames as set forth above, Lender’s failure to respond shall constitute Lender’s deemed approval of the particular approval request.

Leasing Matters. Any Major Leases executed with respect to an Individual Property written after the date hereof hereof, for more than 20,000 square feet shall be subject to the prior written approval of approved by Lender, which approval shall not be subject to the Deemed Approval Standardunreasonably withheld. 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 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, and shall cause Mortgage Borrower and Operating Company to, (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) enforce, shall enforce and Mortgage Borrower or Operating Company, as applicable, may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Individual Property involved except that no termination by Borrower or acceptance of surrender by a tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Individual Property; provided, however, that no such amendment, modification, termination or surrender of any Major Lease covering more than 20,000 square feet will be permitted without the prior written consent of Lender, which consent shall no be subject to the Deemed Approval Standardunreasonably withheld; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents and the Mortgage Loan Documents; and (vi) shall execute and deliver at the request of Lender all such further assurances assurances, confirmations and confirmations assignments in connection with the Leases as Lender shall from time to time reasonably require require. Notwithstanding anything to the contrary contained herein, Borrower shall not enter into a individual lease of all or substantially all of any Individual Property without Lender’s prior written consent, which consent shall no be unreasonably withheld. At the request of Borrower, Lender will, at Borrower’s cost and as are permitted by the Mortgage Loan Documentsexpense, enter into a Subordination, Non-Disturbance and Attornment Agreement (“SNDA”) with any tenant leasing more than 5,000 square feet on Lender’s standard form, provided, that with respect to any tenant leasing less than 5,000 square feet, Lender will, at Borrower’s cost and expense, enter into such SNDA in its reasonable discretion.

Leasing Matters. Any Major Leases executed after (a) Borrower shall not enter into any Lease of all or any portion of the date hereof shall be subject to the Property without Lender’s prior written approval of Lenderconsent, which approval consent shall not be subject to the Deemed Approval Standardunreasonably withheld, delayed or conditioned. 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 Mortgage Lender or any purchaser at a sale by foreclosure or power of sale. Borrower shall, and shall cause Mortgage Borrower and Operating Company to, (i) shall observe and perform the obligations imposed upon the lessor under the all Leases in a commercially reasonable manner; (ii) enforce, and Mortgage Borrower or Operating Company, as applicable, may amend or terminate shall enforce the terms, covenants and conditions contained in the all 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; provided, however, except that no such amendment, modification, termination by Borrower or acceptance of surrender by a tenant of any Major Lease will be permitted without the prior written consent of Lender, which consent shall be subject to the Deemed Approval Standard; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s interest in the any Leases or the any Rents (except as contemplated by the Loan Documents); and (v) shall not alter, modify or change the terms of the Leases any Lease in a manner inconsistent with the provisions any material manner, in each of the Loan Documents and foregoing instances, without the Mortgage Loan Documents; and 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 (vi10) execute and deliver at the Business Days after Borrower’s written request of Lender all such further assurances and confirmations therefor, delivered together with any documents or information required to be provided by Borrower hereunder in connection with Lender’s review of the Leases as proposed Lease, Lease amendment or Lease termination. 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 from time fail to time respond to or to expressly deny such request for approval in writing (stating in reasonable detail the reason for such disapproval) within ten (10) Business Days after receipt of Borrower’s written request therefor together with the documents and information required above and any other information reasonably require requested by Lender in writing prior to the expiration of such ten (10) Business Day period in order to adequately review the same, then Borrower shall re-submit such proposed Lease, Lease amendment or Lease termination and as are permitted 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 the Mortgage Loan Documentsapproving such proposed Lease, Lease amendment or Lease termination or stating its objection thereto within five (5) Business Days of Lender’s receipt of such second submission, Lender’s approval shall be deemed given.

Leasing Matters. Any Major Leases executed with respect to the Property written after the date hereof hereof, for more than 5,000 square feet shall be subject to the prior written approval of approved by Lender, which approval shall not be subject to the Deemed Approval Standardunreasonably withheld, conditioned or delayed. 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 '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 Mortgage Lender or any purchaser at a sale by foreclosure or power of sale. Borrower shall, and shall cause Mortgage Borrower and Operating Company to, (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) enforce, shall enforce and Mortgage Borrower or Operating Company, as applicable, may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such amendment, modification, termination or surrender of any Major Lease covering more than 5,000 square feet will be permitted without the prior written consent of Lender, which consent shall be subject to the Deemed Approval Standard; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s 's interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents and the Mortgage Loan Documents; and (vi) shall execute and deliver at the request of Lender all such further assurances assurances, confirmations and confirmations assignments in connection with the Leases as Lender shall from time to time reasonably require require. Notwithstanding anything to the contrary contained herein, Borrower shall not enter into a lease of all or substantially all of the Property without Lender's prior written consent. Borrower shall provide Lender, at least ten (10) Business Days prior notice for the approval or rejection of any proposed Lease demising over 5,000 square feet (each a "Material Lease"). Each such request shall include the notation "IMMEDIATE RESPONSE REQUIRED" prominently displayed in bold, all caps and as are permitted by fourteen (14) point or larger font at the Mortgage Loan Documents.top of the first page of the Material Lease approval request and the envelope containing such request. In the event that Lender fails to respond within such time period, Borrower shall submit a second approval request to which Lender shall respond within five (5)

Leasing Matters. Any Major Leases executed of space other than for residential occupancy by the tenant thereunder with respect to an Individual Property written after the date hereof hereof, for more than 10,000 square feet shall be subject to the prior written approval of approved by Lender, which approval shall not be subject to the Deemed Approval Standardunreasonably withheld, conditioned or delayed. 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 '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 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, and shall cause Mortgage Borrower and Operating Company to, (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) enforce, shall enforce and Mortgage Borrower or Operating Company, as applicable, may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property; Individual Property involved except that no termination by Borrower or acceptance of surrender by a tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Individual Property provided, however, that no such amendment, modification, termination or surrender of any Major Lease other than for residential use covering more than 10,000 square feet will be permitted without the prior written consent of Lender, which consent shall be subject to the Deemed Approval Standard; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits), provided that, Borrower's owning Individual Property in the State of Massachusetts may collect one months' additional pre-paid rent in lieu of security deposits, ; (iv) shall not execute any other assignment of lessor’s 's interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents and the Mortgage Loan Documents; and (vi) shall execute and deliver at the request of Lender all such further assurances assurances, confirmations and confirmations assignments in connection with the Leases as Lender shall from time to time reasonably require and as are permitted by the Mortgage Loan Documentsrequire.

Leasing Matters. Any Major Leases executed after Borrower shall have the date hereof shall be subject to right, without the prior written approval consent of Lender, which approval shall be subject to the Deemed Approval Standardcause Xxxxxx Mortgage Borrower to enter into any Lease (other than a Material Lease). Upon request, Borrower shall furnish Lender with executed copies of all Leases. All renewals and extensions Table of Leases and all Contents proposed Leases shall provide for rental rates comparable to existing local market rates. 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; 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 encumbering the applicable Individual Property and that the lessee agrees to attorn to Xxxxxx Mortgage Lender or any purchaser at a sale by foreclosure or power of sale. Borrower shall, and shall cause Xxxxxx Mortgage Borrower and Operating Company to, to (ia) observe and perform the obligations imposed upon the lessor under the Material Leases in a commercially reasonable manner; (iib) enforceshall have the right, without the consent of Lender, to amend, modify, or waive the provisions of any Lease (other than a Material Lease except to the extent required pursuant to the terms of an existing Material Lease and Mortgage Borrower Lender is provided a copy thereof) or Operating Companyterminate, reduce rents under, accept the surrender of space under, or shorten the term of, any Lease (other than a Material Lease) or of any guaranty, letter of credit or other credit support with respect thereto, so long as applicablesuch action does not have a material adverse affect on the value of the applicable Individual Property taken as a whole, may amend or terminate provided, however, that a termination of a Lease (other than a Material Lease) with a tenant who is in default beyond applicable notice and cure periods shall not be considered an action which has a material adverse affect on the value of the Individual Property taken as a whole; (c) shall enforce the terms, covenants and conditions contained in the Material Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property; provided, however, that no such amendment, modification, termination or surrender of any Major Lease will be permitted without the prior written consent of Lender, which consent shall be subject to the Deemed Approval StandardIndividual Property involved; (iiid) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (ive) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Xxxxxx Loan Documents); (vf) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents and the Xxxxxx Mortgage Loan Documents; and (vig) shall execute and deliver at the request of Lender all such further assurances assurances, confirmations and confirmations assignments in connection with the Leases as Lender shall from time to time reasonably require require. Lender shall not unreasonably withhold, condition or delay its consent with respect to the entering into, renewal, extension, amendment, modification, waiver of provisions of, termination, reduction of rents under, acceptance of a surrender of space or the shortening of the term of any Material Lease. Notwithstanding anything to the contrary contained herein, Xxxxxx Mortgage Borrower shall not enter into a lease of all or substantially all of any Individual Property without Lender’s prior consent, which consent may be withheld or conditioned in Lender’s sole discretion. To the extent Lender’s prior written approval is required pursuant to this Section 5.1.20, Lender shall have fifteen (15) days from receipt of written request and as are permitted any and all reasonably required information and documentation relating thereto in which to approve or disapprove such request and such written request shall state thereon in bold letters of 14 point font or larger that action is required by Lender and Lender’s consent will be deemed given if there is no response by Lender. If Lender fails to approve or disapprove the Mortgage Loan Documentsrequest within such fifteen (15) days, Lender’s approval shall be deemed given. Should Lender fail to approve any such request, Lender shall give Borrower written notice setting forth in reasonable detail the basis for such disapproval. Lender shall not unreasonably withhold, condition or delay approval of the execution of any subordination and non-disturbance or similar recognition agreement requested by any tenant under a lease provided (i) Lender has approved such lease, which approval shall not be unreasonably withheld, conditioned or delayed, and (ii) such agreement is in form, scope and substance reasonably acceptable to Lender.

Leasing Matters. Any Major Leases executed with respect to an Individual Property in excess of three thousand (3,000) square feet written after the date hereof shall be subject to the prior written approval of approved by Lender, which approval shall not be subject to the Deemed Approval Standardunreasonably withheld, conditioned or delayed. Upon request, Borrower and Property Owner 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 Security Instrument 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 and Property Owner shall, and shall cause Mortgage Borrower and Operating Company Lessee to, (i) observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) enforce, enforce and Mortgage Borrower or Operating Company, as applicable, may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Individual Property involved except that no termination by 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 amendment, modification, termination or surrender of any Major Lease will be permitted without the prior written consent of Lender, which consent shall be subject to the Deemed Approval Standard; (iii) not collect any of the rents Rents more than one (1) month in advance (other than security deposits); (iv) not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents and the Mortgage Loan Documents; and (vi) execute and deliver at the request of Lender all such further assurances assurances, confirmations and confirmations assignments in connection with the Leases as Lender shall from time to time reasonably require and as are permitted by require. Notwithstanding anything to the Mortgage Loan Documentscontrary 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 Section 5.1.20 shall not apply in any manner to the Operating Lease.

Leasing Matters. (a) Any Major Leases with respect to the Property executed after the date hereof hereof, for more than 40,000 square feet shall be subject to the prior written approval of approved by Lender, which approval shall not be subject to the Deemed Approval Standardunreasonably withheld. Upon request, Borrower shall furnish Lender with executed copies of all Leases. All renewals and extensions of Leases (other than renewals under the provisions of the WaMu Leases in effect as of the Closing Date) 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 Mortgage Lender or any purchaser at a sale by foreclosure or power of sale. Borrower shall, and (a) shall cause Mortgage Borrower and Operating Company to, (i) observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (iib) enforce, shall enforce and Mortgage Borrower or Operating Company, as applicable, may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property involved except that no early termination by Borrower or acceptance of early surrender by a tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such amendment, modification, early termination or surrender of any Major Lease covering more than 40,000 square feet will be permitted without the prior written consent of Lender, which consent shall be subject to the Deemed Approval Standard; (iiic) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (ivd) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (ve) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents and the Mortgage Loan Documents; and (vif) shall execute and deliver at the request of Lender all such further assurances assurances, confirmations and confirmations assignments in connection with the Leases as Lender shall from time to time reasonably require and as are permitted by require. Notwithstanding anything to the Mortgage Loan Documentscontrary contained herein, Borrower shall not enter into a lease of all or substantially all of the Property without Lender’s prior consent.

Leasing Matters. Any Major Leases executed Lease with respect to a Home entered after the date hereof hereof, shall be subject to substantially on the prior written approval of Lender, which approval shall be subject to the Deemed Approval StandardApproved Home Lease Form. Upon request, Borrower shall furnish submit all revised drafts of the Approved Home Lease Form to Lender with for its approval no less than thirty (30) days prior to Borrower using it. Borrower shall make available to Lender executed copies of all Leases. All renewals and extensions of Home Leases and all proposed Homes Leases shall provide for rental rates comparable to existing local market rates. All proposed Home Leases shall be on commercially reasonable terms consistent with the leasing parameters attached hereto as Schedule 5.01(r) 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 . Each Home Lease shall be subject a true lease and not a disguised financing arrangement which provides that upon payment of the stipulated rent or a nominal charge, lessor shall convey title to the prior written approval of Lender, which approval shall be subject Home to the Deemed Approval Standardslessee. All Home Leases executed after the date hereof shall provide that they are subordinate to the Mortgage Liens in favor of the Lender created pursuant to the Loan Documents encumbering the applicable Home and that the lessee agrees to attorn to Mortgage Lender or any purchaser at a sale by foreclosure or power of sale. Borrower shall, shall and Borrower shall cause Mortgage Borrower and Operating Company to, each Community Owner (i) to observe and perform the material obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) enforce, and Mortgage Borrower or Operating Company, as applicable, may amend or terminate to use commercially reasonable efforts to 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 consistent with the leasing parameters attached hereto as Schedule 5.01(r) and in a manner not to impair the value of the Property; provided, however, Home involved except that no such amendment, modification, termination or acceptance of surrender by a Resident of any Major Lease will Leases shall be permitted without unless by reason of a default by such Resident and then only in a commercially reasonable manner to preserve and protect the prior written consent of Lender, which consent shall be subject to the Deemed Approval StandardHome; (iii) to not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) to not execute any other assignment of lessor’s interest in the Leases Leases, the Pad Rents or the Home Rents (except as contemplated by the Loan DocumentsDocuments or unless expressly approved by Lender in writing); (v) to not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents and or the Mortgage Loan Documentsleasing parameters attached hereto as Schedule 5.01(r); and (vi) shall execute and deliver at the request of Lender all such further assurances and confirmations in connection with the Leases as Lender shall from time to time reasonably require and as are permitted by to secure the Mortgage obligations of Borrower under the Loan Documents. Borrower shall promptly notify Lender of any default under any Lease that could reasonably be expected to have a Material Adverse Effect.

Leasing Matters. Any Major Leases executed with respect to the Property written after the date hereof for more than 10,000 square feet shall be subject to the prior written approval of approved by Lender, which approval shall not be subject to the Deemed Approval Standardunreasonably withheld, conditioned or delayed. 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 adversely affect Lender’s '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 encumbering the Property and that the lessee tenant agrees to attorn to Mortgage Lender or any purchaser at a sale by foreclosure or power of sale. Lender agrees to execute an agreement in commercially reasonable form granting "non-disturbance" benefits for each tenant under a Lease approved by Lender. Borrower shall, and shall cause Mortgage Borrower and Operating Company to, (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) enforce, shall enforce and Mortgage Borrower or Operating Company, as applicable, may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee tenant thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such amendment, modification, termination or surrender of any Major Lease covering more than 10,000 square feet will be permitted without the prior written consent of Lender, which consent shall not be subject to the Deemed Approval Standardunreasonably withheld, conditioned or delayed; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s 's interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents and the Mortgage Loan Documents; and (vi) shall execute and deliver at the request of Lender all such further assurances assurances, confirmations and confirmations assignments in connection with the Leases as Lender shall from time to time reasonably require and as are permitted by require. Notwithstanding anything to the Mortgage Loan Documentscontrary contained herein, Borrower shall not enter into a lease of all or substantially all of the Property without Lender's prior written consent.

Leasing Matters. Any Major Leases with respect to the Property executed after the date hereof hereof, for more than 5,000 square feet shall be subject to the prior written approval of approved by Lender, which approval shall not be subject to the Deemed Approval Standardunreasonably withheld, delayed or conditioned. 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 Mortgage Lender or any purchaser at a sale by foreclosure or power of sale. Borrower shall, and shall cause Mortgage Borrower and Operating Company to, (ia) observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (iib) enforce, enforce and Mortgage Borrower or Operating Company, as applicable, may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a tenant of any Leases of more than 5,000 square feet shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such amendment, modification, termination or surrender of any Major Lease covering more than 5,000 square feet will be permitted without the prior written consent of Lender, which consent shall be subject to the Deemed Approval Standard; (iiic) not collect any of the rents more than one (1) month in advance (other than security deposits); (ivd) not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (ve) not alter, modify or change the terms of the Leases any Lease in excess of 5,000 square feet in a manner inconsistent with the provisions of the Loan Documents and the Mortgage Loan Documents; and (vif) execute and deliver at the request of Lender all such further assurances assurances, confirmations and confirmations assignments in connection with the Leases as Lender shall from time to time reasonably require and as are permitted by require. Notwithstanding anything to the Mortgage Loan Documentscontrary contained herein, Borrower shall not enter into a lease of all or substantially all of the Property without Lender’s prior consent.

Leasing Matters. Any Major Leases executed after the date hereof Lease with respect to any Individual Property that covers more than one thousand (1,000) rentable square feet shall be subject to the prior written approval on a form of lease which has been approved by Lender, which approval shall not be subject to the Deemed Approval Standardunreasonably withheld. Upon request, Borrower Borrowers 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 or renewals of existing local market rates. All proposed Leases leases entered into after the Closing Date shall be on commercially reasonable terms and shall not contain any terms which would materially affect Lender’s '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 be subordinate to the Mortgage and encumbering the applicable Individual Property. Notwithstanding anything to the contrary contained herein, with respect to those portions of the Xxxxxx Xxxxxxx Penn Property which are, as of the Closing Date, leased or offered for lease for commercial uses not related to the use of the Property as a hotel, the Xxxxxx Xxxxxxx Penn Borrower may enter, extend, modify or terminate, or take any other actions with respect to, any Lease, in a commercially reasonable manner provided that the lessee agrees uses permitted under such Leases shall be commercially suitable to attorn to Mortgage Lender or any purchaser at the operation of the Xxxxxx Xxxxxxx Penn Property as a sale by foreclosure or power of salefirst-class hotel. Borrower shall, and shall cause Mortgage Borrower and Operating Company to, Borrowers (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce, and Mortgage Borrower or Operating Company, as applicable, may amend or terminate 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; provided, however, that no such amendment, modification, termination or surrender of any Major Lease will be permitted without the prior written consent of Lender, which consent shall be subject to the Deemed Approval Standardmanner; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s 's interest in the Leases or the Rents Revenue (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with within the provisions of the Loan Documents and the Mortgage Loan Documents; and (vi) shall execute and deliver at the request of Lender all such further assurances assurances, confirmations and confirmations assignments in connection with the Leases as Lender shall from time to time reasonably require and as are permitted by the Mortgage Loan Documentsrequire.

Leasing Matters. (a) Any Major Leases executed 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 subject to the Deemed Approval Standardunreasonably withheld, conditioned or delayed. 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 Mortgage Lender or any purchaser at a sale by foreclosure or power of sale. Borrower shall, and (i) shall cause Mortgage Borrower and Operating Company to, (i) to observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) enforce, and shall cause Mortgage Borrower or Operating Company, as applicable, 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 to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such amendment, modification, amendment or modification or termination or surrender of any Major the Mercedes-Benz Lease will be permitted without the prior written consent of Lender, which consent shall be subject to the Deemed Approval Standard; (iii) shall not cause or permit Mortgage Borrower to collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not cause or permit Mortgage Borrower to execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not cause or permit Mortgage Borrower to alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents and the Mortgage Loan Documents; and (vi) shall cause Mortgage Borrower to execute and deliver at the request of Lender all such further assurances assurances, confirmations and confirmations assignments in connection with the Leases as Lender shall from time to time reasonably require require. Notwithstanding anything to the contrary contained herein, Borrower shall not cause or 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 as all amendments, modifications, extensions, and renewals of existing Leases with Tenants that are permitted by Affiliates of Borrower shall be subject to the Mortgage Loan Documentsprior written consent of Lender.

Leasing Matters. Any Major Leases executed with respect to the Property written after the date hereof for more than 20,000 square feet shall be subject to the prior written approval of Lender, which approval shall not be subject to the Deemed Approval Standardunreasonably withheld, conditioned or delayed. 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 Mortgage Lender or any purchaser at a sale by foreclosure or power of sale. Borrower shall, and shall cause Mortgage Borrower and Operating Company to, (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) enforce, shall enforce and Mortgage Borrower or Operating Company, as applicable, may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such amendment, modification, termination or surrender of any Major Lease covering more than 20,000 square feet will be permitted without the prior written consent of Lender, which consent shall be subject to the Deemed Approval Standard; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents and the Mortgage Loan Documents; and (vi) shall execute and deliver at the request of Lender all such further assurances assurances, confirmations and confirmations assignments in connection with the Leases as Lender shall from time to time reasonably require require. Notwithstanding anything to the contrary contained herein, Borrower shall not enter into a lease of all or substantially all of the Property without Lender’s prior written consent. Notwithstanding anything to the contrary contained herein, (i) all new Leases and as all amendments, modifications, extensions, and renewals of existing Leases with Tenants that are permitted Affiliates of Borrower shall be subject to the prior written consent of Lender and (ii) Borrower shall not relocate any Tenants at the Property to any other building owned by any Affiliate of Borrower without the Mortgage Loan Documentsprior written consent of Lender.

Leasing Matters. Any Major Leases executed with respect to mobile home and recreational vehicles sites within each Individual Property written after the date hereof shall hereof, shall, if in writing, be written on a form of lease substantially similar to the form of lease provided to Lender for such Individual Property prior to the date hereof, subject to the prior written approval of Lender, which approval shall be subject to the Deemed Approval Standardchanges required by law. Upon request, Borrower shall furnish provide Lender with access to executed copies of all Leases, at Borrower’s sole cost and expense. 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 Mortgage Lender or any purchaser at a sale by foreclosure or power of saleterms. Borrower shall, and shall cause Mortgage Borrower and Operating Company to, (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) enforce, shall enforce and Mortgage Borrower or Operating Company, as applicable, may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property; provided, however, that no such amendment, modification, termination or surrender of any Major Lease will be permitted without the prior written consent of Lender, which consent shall be subject to the Deemed Approval StandardIndividual Property involved; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); provided, however, Borrower shall have the right to collect, at any one time, not more than ten percent (10%) of the gross annual Rent in the aggregate for all Properties in advance; (iv) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents and the Mortgage Loan Documents; and (vi) shall execute and deliver at the request of Lender all such further assurances assurances, confirmations and confirmations assignments in connection with the Leases as Lender shall from time to time reasonably require require. Notwithstanding anything to the contrary contained herein, Borrower shall not enter into a lease of all or substantially all of any Individual Property without Lender’s prior written consent. Notwithstanding anything to the contrary contained herein, all new Leases and as all amendments, modifications, extensions, and renewals of existing Leases with Tenants that are permitted by Affiliates of Borrower (other than with individuals who are employees of Borrower, Manager or Guarantor and provide services to the Mortgage Loan DocumentsProperties) shall be subject to the prior written consent of Lender.

Leasing Matters. Any Major Leases executed with respect to an Individual Property in excess of 5,000 square feet written after the date hereof shall be subject to the prior written approval of by Lender, which approval shall not be subject to the Deemed Approval Standardunreasonably withheld, conditioned or delayed. Upon requestwritten request of Lender, Borrower shall furnish furnish, or shall cause to be furnished, to Lender with executed copies of all Leases, provided that so long as no Event of Default has occurred and is continuing Borrower shall not be required to deliver, or cause to be delivered, copies of all Leases to Lender more than one (1) time in any calendar year. All renewals and extensions of Leases and all proposed Leases shall provide for rental rates comparable or superior to existing local market rates. All proposed Leases shall be on commercially reasonable terms and shall not contain any terms which would materially adversely affect Lender’s rights under the Loan Documents; 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 Security Instrument 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, and shall cause each of Mortgage Borrower and Operating Company to, Lessee to (i) observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) enforce, enforce and Mortgage Borrower or Operating Company, as applicable, may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Individual Property involved except that no termination by Mortgage Borrower or Operating Lessee or acceptance of surrender by a tenant of any Leases in excess of 5,000 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 amendment, modification, termination or surrender of any Major Lease will be permitted without the prior written consent of Lender, which consent shall not to be subject to the Deemed Approval Standardunreasonably withheld; (iii) not collect any of the rents Rents more than one (1) month in advance (other than security deposits); (iv) not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents and the Mortgage Loan Documents; and (vi) execute and deliver at the request of Lender all such further assurances assurances, confirmations and confirmations assignments in connection with the Leases as Lender shall from time to time reasonably require require. Notwithstanding anything to the contrary contained herein, Borrower shall not permit Mortgage Borrower or Operating Lessee to enter into a lease of all or substantially all of any Individual Property without Lender’s prior written consent. Lender shall grant or deny with a reasonable explanation any consent required hereunder within ten (10) days after the receipt of the applicable request and all documents in connection therewith. In the event that Lender fails to respond within said ten (10) day period, such failure shall be deemed to be the consent and approval of 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 TEN (10) DAYS FROM RECEIPT SHALL BE DEEMED TO BE LENDER’S APPROVAL” prominently displayed in bold, all caps and fourteen (14) point or larger font in the transmittal letter requesting approval and (B) Lender does not approve or reject (with a reasonable explanation) the applicable request within ten (10) days from the date Lender receives such request as are permitted evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service that the Mortgage Loan Documentssame has been delivered.

Leasing Matters. Any Major Leases executed 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 subject to the Deemed Approval Standardunreasonably withheld, conditioned or delayed. Upon request, Borrower shall furnish Lender with executed copies of all Leases; provided, that so long as no Event of Default has occurred and is continuing, Borrower shall not be required to deliver copies of all Leases more frequently than two (2) times per calendar per year. 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 Mortgage Lender or any purchaser at a sale by foreclosure or power of sale. Borrower shall, and shall cause Mortgage Borrower and Operating Company to, Lessee (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) enforce, shall enforce and Mortgage Borrower or Operating Company, as applicable, may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property involved except that no termination by Borrower or 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 amendment, modification, termination or surrender of any Major Lease will be permitted without the prior written consent of Lender, which consent shall be subject to the Deemed Approval Standard; (iii) shall not collect any of the rents more than one (1) month in advance (other than security depositsdeposits and rent for providing rooms, banquet and meeting space and services in the ordinary course of business); (iv) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents and the Mortgage Loan Documents; and (vi) shall execute and deliver at the request of Lender all such further assurances assurances, confirmations and confirmations assignments in connection with the Leases as Lender shall from time to time reasonably require require. Notwithstanding anything to the contrary contained herein, neither 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 required hereunder within fourteen (14) days after the receipt of the applicable request and all documents in connection therewith. In the event that Lender fails to respond within said fourteen (14) day period, such failure shall be deemed to be the consent and approval of 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 (14) DAYS FROM RECEIPT SHALL BE DEEMED TO BE LENDER’S APPROVAL” prominently displayed in bold, all caps and fourteen (14) point or larger font in the transmittal letter requesting approval and (B) Lender does not approve or reject (with a reasonable explanation) the applicable request within fourteen (14) days from the date Lender receives such request as are permitted evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service that the Mortgage Loan Documentssame has been delivered.

Leasing Matters. Any Major Leases executed with respect to an Individual Property in excess of 5,000 square feet written after the date hereof shall be subject to the prior written approval of by Lender, which approval shall not be subject to the Deemed Approval Standardunreasonably withheld, conditioned or delayed. Upon requestwritten request of Lender, Borrower shall furnish furnish, or shall cause to be furnished, to Lender with executed copies of all Leases, provided that so long as no Event of Default has occurred and is continuing Borrower shall not be required to deliver, or cause to be delivered, copies of all Leases to Lender more than one (1) time in any calendar year. All renewals and extensions of Leases and all proposed Leases shall provide for rental rates comparable or superior to existing local market rates. All proposed Leases shall be on commercially reasonable terms and shall not contain any terms which would materially adversely affect Lender’s rights under the Loan Documents; 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 Security Instrument 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, and shall cause each of Mortgage Borrower and Operating Company to, Lessee to (i) observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) enforce, enforce and Mortgage Borrower or Operating Company, as applicable, may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Individual Property involved except that no termination by Mortgage Borrower or Operating Lessee or acceptance of surrender by a tenant of any Leases in excess of 5,000 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 amendment, modification, termination or surrender of any Major Lease will be permitted without the prior written consent of Lender, which consent shall not to be subject to the Deemed Approval Standardunreasonably withheld; (iii) not collect any of the rents Rents more than one (1) month in advance (other than security deposits); (iv) not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents and the Mortgage Loan Documents; and (vi) execute and deliver at the request of Lender all such further assurances assurances, confirmations and confirmations assignments in connection with the Leases as Lender shall from time to time reasonably require require. Notwithstanding anything to the contrary contained herein, Borrower shall not permit Mortgage Borrower or Operating Lessee to enter into a lease of all or substantially all of any Individual Property without Lender’s prior written consent. Lender shall grant or deny with a reasonable explanation any consent required hereunder within ten (10) days after the receipt of the applicable request and as are permitted by the Mortgage Loan Documents.all documents in

Leasing Matters. Any Major Leases executed with respect to an Individual Property written after the date hereof hereof, for more than 20,000 square feet shall be subject to the prior written approval of approved by Lender, which approval shall not be subject to the Deemed Approval Standardunreasonably withheld. 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 '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 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, and shall cause Mortgage Borrower and Operating Company to, (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) enforce, shall enforce and Mortgage Borrower or Operating Company, as applicable, may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Individual Property involved except that no termination by Borrower or acceptance of surrender by a tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Individual Property; provided, however, that no such amendment, modification, termination or surrender of any Major Lease covering more than 20,000 square feet will be permitted without the prior written consent of Lender, which consent shall no be subject to the Deemed Approval Standardunreasonably withheld; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s 's interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents and the Mortgage Loan Documents; and (vi) shall execute and deliver at the request of Lender all such further assurances assurances, confirmations and confirmations assignments in connection with the Leases as Lender shall from time to time reasonably require require. Notwithstanding anything to the contrary contained herein, Borrower shall not enter into a individual lease of all or substantially all of any Individual Property without Lender's prior written consent, which consent shall no be unreasonably withheld. At the request of Borrower, Lender will, at Borrower's cost and as are permitted by the Mortgage Loan Documentsexpense, enter into a Subordination, Non-Disturbance and Attornment Agreement ("SNDA") with any tenant leasing more than 5,000 square feet on Lender's standard form, provided, that with respect to any tenant leasing less than 5,000 square feet, Lender will, at Borrower's cost and expense, enter into such SNDA in its reasonable discretion.

Leasing Matters. Any Major Leases executed with respect to the Property written after the date hereof hereof, for more than 10,000 square feet shall be subject to the prior written approval of Lender, which approval shall not be subject to unreasonably withheld, conditioned or delayed. Following the Deemed Approval Standard. Upon requestoccurrence of an Event of Default and upon request by Lender, 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 Mortgage Lender or any purchaser at a sale by foreclosure or power of sale. Borrower shall, and shall cause Mortgage Borrower and Operating Company to, (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) enforce, shall enforce and Mortgage Borrower or Operating Company, as applicable, may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such amendment, modification, termination or surrender of any Major Lease covering more than 10,000 square feet will be permitted without the prior written consent of Lender, which consent shall be subject to the Deemed Approval Standard; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); provided, however, that Borrower shall have the right to collect, at any one time, not more than five percent (5%) of the gross annual Rent in advance; (iv) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents and the Mortgage Loan Documents; and (vi) shall execute and deliver at the request of Lender all such further assurances assurances, confirmations and confirmations assignments in connection with the Leases as Lender shall from time to time reasonably require require. Notwithstanding anything to the contrary contained herein, Borrower shall not enter into a lease of all or substantially all of the Property without Lender’s prior written consent. Notwithstanding anything to the contrary contained herein, all new Leases and as all amendments, modifications, extensions, and renewals of existing Leases with Tenants that are permitted by Affiliates of Borrower shall be subject to the Mortgage Loan Documentsprior written consent of Lender.

Leasing Matters. (a) Any Major Leases executed 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 subject to the Deemed Approval Standardunreasonably withheld, conditioned or delayed. 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 Mortgage Lender or any purchaser at a sale by foreclosure or power of sale. Borrower shall, and shall cause Mortgage Borrower and Operating Company to, (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) enforce, shall enforce and Mortgage Borrower or Operating Company, as applicable, may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such amendment, modification, termination or surrender of any Major the DynCorp Lease will be permitted without the prior written consent of Lender, which consent shall be subject to the Deemed Approval Standard; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents and the Mortgage Loan Documents; and (vi) shall execute and deliver at the request of Lender all such further assurances assurances, confirmations and confirmations assignments in connection with the Leases as Lender shall from time to time reasonably require require. Notwithstanding anything to the contrary contained herein, Borrower shall not enter into a lease of all or substantially all of the Property without Lender’s prior written consent. Notwithstanding anything to the contrary contained herein, all new Leases and as all amendments, modifications, extensions, and renewals of existing Leases with Tenants that are permitted by Affiliates of Borrower shall be subject to the Mortgage Loan Documentsprior written consent of Lender.

Leasing Matters. (a) Any Major Leases with respect to either Property executed after the date hereof hereof, for more than 25,000 square feet (a "Major Lease") shall be subject to the prior written approval of approved by Lender, which approval shall not be subject to the Deemed Approval Standardunreasonably withheld. Upon request, each 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 '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 Mortgage, as applicable, and that the lessee agrees to attorn to Mortgage Lender or any purchaser at a sale by foreclosure or power of sale. Each Borrower shall, and (a) shall cause Mortgage Borrower and Operating Company to, (i) observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (iib) enforce, shall enforce and Mortgage Borrower or Operating Company, as applicable, may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of its Property, as applicable, involved except that no early termination by such Borrower or acceptance of early surrender by a tenant of any Lease (or early surrender of any portion of the Property covered by any Lease) shall be permitted unless by reason of a bona fide tenant default and then only in a commercially reasonable manner to preserve and protect such Property; provided, however, that no such amendment, modification, early termination or surrender of any Major Lease (or of any portion of the Property covered by any Major Lease) will be permitted without the prior written consent of Lender, which consent shall be subject to the Deemed Approval Standard; (iiic) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (ivd) shall not execute any other assignment of lessor’s 's interest in the Leases or the Rents (except as contemplated by the Loan Documents); (ve) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents and the Mortgage Loan Documents; and (vif) shall execute and deliver at the request of Lender all such further assurances assurances, confirmations and confirmations assignments in connection with the Leases as Lender shall from time to time reasonably require and as are permitted by require. Notwithstanding anything to the Mortgage Loan Documentscontrary contained herein, each Borrower shall not enter into a lease of all or substantially all of its Property without Lender's prior consent.

Leasing Matters. Any Major Leases Lease executed after the date hereof Closing Date shall be subject to the prior written approval of approved by Lender, which approval shall not be subject to the Deemed Approval Standardunreasonably withheld. Upon request, Borrower shall cause Mortgage Borrower to 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 that 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 Mortgage Lender or any purchaser at a sale by foreclosure or power of sale. Borrower shall, and shall cause Mortgage Borrower and Operating Company to, to (ia) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (iib) enforce, shall enforce and Mortgage Borrower or Operating Company, as applicable, may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property involved except that no termination by 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; provided, however, that no such amendment, modification, termination or surrender of any Major Lease will be permitted without the prior written consent of Lender, which consent shall be subject to the Deemed Approval Standard; (iiic) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (ivd) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (ve) not shall neither alter, modify or change the terms of the Leases any Lease in a manner inconsistent with the provisions of the Loan Documents and nor alter, modify or change the Mortgage Loan Documentsterms of any Major Leases or the Vacant Space Master Lease without the prior written consent of Lender; and (vif) shall execute and deliver at the request of Lender all such further assurances assurances, confirmations and confirmations assignments in connection with the Leases as Lender shall from time to time reasonably require and as are permitted by require. Notwithstanding anything to the Mortgage Loan Documentscontrary contained herein, Borrower shall not enter into a Lease of all or substantially all of the Property without Lender’s prior written consent.

Leasing Matters. Any Major Leases executed after the date hereof hereof, as well as any amendments or modifications of existing Major Leases, shall be subject to the prior written approval of Lender, which approval shall not be unreasonably withheld, conditioned or delayed (provided that any renewal or extension of a Major Lease that is executed pursuant to the Tenant’s rights under such Major Lease or that results in the extension of the term of such Major Lease upon the same material terms set forth in the Major Lease prior to such renewal or extension shall not be subject to the Deemed Approval Standardapproval by Lender). Upon requestwritten request by Lenxxx, Borrower Xorrower shall furnish Lender with executed copies of all Major Leases not previously delivered to Lender. Borrower shall not be required to obtain Lender’s prior written approval for, nor provide Lender notice or copies of, any Leases (or any alterations, modifications, changes, extensions, terminations, expansions, renewals or supplements thereof) that are not Major Leases. All renewals and extensions 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 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 Standardsterms. All new Leases executed after the date hereof shall provide that they are subordinate to any loan documents encumbering the Mortgage and that the lessee agrees Individual Property subject to attorn to Mortgage Lender or any purchaser at a sale by foreclosure or power of salesuch Lease(s). Borrower shall, and shall cause Mortgage Borrower and Operating Company to, (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) enforce, shall enforce and Mortgage Borrower or Operating Company, as applicable, may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property; provided, however, that no such amendment, modification, termination Property (or surrender of any Major Lease will be permitted without the prior written consent of Lender, which consent shall be subject to the Deemed Approval Standardportion thereof) involved; (iii) shall not collect any of the rents more than one (1) month in advance (other than security depositsdeposits or first month’s Rent in connection with a new Lease); (iv) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents and Documents; provided, however that (notwithstanding anything to the Mortgage contrary in the Loan Documents) Borrower shall not be required to obtain Lender’s prior written approval for, nor provide Lender notice or copies of, any Lease, or any alterations, modifications, changes, extensions, terminations, expansions, renewals or supplements of or to any Lease, in each case, that is not a Major Lease; and (vi) shall execute and deliver at the request of Lender all such further assurances assurances, confirmations and confirmations assignments in connection with the Leases as Lender shall from time to time reasonably require and as are permitted by require, provided that same do not increase Borrower’s obligations or decrease Borrower’s rights under such Leases or the Mortgage Loan Documents. Notwithstanding anything to the contrary contained herein, all new Leases and all amendments, modifications, extensions, and renewals of existing Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Notwithstanding anything to the contrary contained herein, Borrower shall not be permitted to terminate or accept a surrender any Major Lease without the prior written consent of Lenxxx. Xenxxx xxrees 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 (i) any Tenant event of default (after expiration of any notice and cure periods) under a Major Lease and (ii) the occurrence of any Hobby Lobby Trigger Event promptly following Borrower obtaining actual knowledge of the same. Notwithstanding anything to the contrary contained herein, to the extent Lenxxx’x prior approval is required for any Major Lease (or any modification or other matter with respect to such Major Lease requiring Lender’s approval under this Section 5.1.20), such approval shall be deemed given if the first correspondence from Borrower to Lender requesting such approval contains a conspicuous legend at the top of the first page thereof stating that “THIS IS A REQUEST FOR APPROVAL OF A MAJOR LEASE. IF YOU FAIL TO APPROVE OR DISAPPROVE SUCH MAJOR LEASE IN WRITING WITHIN SEVEN (7) BUSINESS DAYS, BORXXXXX XXY DELIVER A DEEMED APPROVAL NOTICE”, and any customary information and documents in Borrower’s possession reasonably requested by Lenxxx xx writing prior to the expiration of such seven (7) Business Day period in order to adequately review the same has been delivered to Lender and, if Lender fails to approve or disapprove such Major Lease within the seven (7) Business Day period, a second notice is delivered to Lender from Borrower in an envelope marked “PRIORITY” requesting approval containing a conspicuous legend at the top of the first page thereof stating that “THIS IS A REQUEST FOR APPROVAL OF A MAJOR LEASE. IF YOU FAIL TO APPROVE OR DISAPPROVE SUCH MAJOR LEASE IN WRITING WITHIN THREE (3) BUSINESS DAYS, YOUR APPROVAL SHALL BE DEEMED GIVEN” and Lender fails to approve or disapprove such Major Lease within the three (3) Business Day period.

Leasing Matters. Any Major Leases executed with respect to the Property written after the date hereof hereof, for more than 5,000 square feet shall be subject to the prior written approval of approved by Lender, which approval shall not be subject to the Deemed Approval Standardunreasonably withheld, conditioned or delayed. 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 '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 Mortgage Lender or any purchaser at a sale by foreclosure or power of sale. Borrower shall, and shall cause Mortgage Borrower and Operating Company to, (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) enforce, shall enforce and Mortgage Borrower or Operating Company, as applicable, may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such amendment, modification, termination or surrender of any Major Lease covering more than 5,000 square feet will be permitted without the prior written consent of Lender, which consent shall be subject to the Deemed Approval Standard; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s 's interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents and the Mortgage Loan Documents; and (vi) shall execute and deliver at the request of Lender all such further assurances assurances, confirmations and confirmations assignments in connection with the Leases as Lender shall from time to time reasonably require require. Notwithstanding anything to the contrary contained herein, Borrower shall not enter into a lease of all or substantially all of the Property without Lender's prior written consent. Borrower shall provide Lender, at least ten (10) Business Days prior notice for the approval or rejection of any proposed Lease demising over 5,000 square feet (each a "Material Lease"). Each such request shall include the notation "IMMEDIATE RESPONSE REQUIRED" prominently displayed in bold, all caps and as are permitted by fourteen (14) point or larger font at the Mortgage Loan Documents.top of the first page of the Material Lease approval request and the envelope containing such request. In

Leasing Matters. Any Major Leases executed with respect to the Property written after the date hereof 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 (10) Business Days of Lender’s receipt of a final execution draft of such Lease (including all exhibits, schedules, supplements, addenda or other agreements relating thereto) and a written notice from Borrower requesting Lender’s approval to such Lease, and such Lease shall be subject to the Deemed Approval Standarddeemed 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”. 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 ratesrates (unless such rental rates are otherwise set forth in the Leases executed prior to the Closing Date). All proposed Leases shall be on commercially reasonable terms and shall not contain any terms which would materially affect Lender’s rights under the Loan Documents; 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 Closing Date shall provide that they are subordinate to the Mortgage encumbering the Property and that the lessee tenant thereunder agrees to attorn to Mortgage Lender or any purchaser at a sale by foreclosure or power of sale. Borrower shall, and shall cause Mortgage Borrower and Operating Company to, (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) enforce, and Mortgage Borrower or Operating Company, as applicable, may amend or terminate shall enforce the terms, covenants and conditions contained in the Leases upon the part of the lessee tenant thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property; 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 amendment, modification, termination or surrender of any Major Lease covering more than the smallest Relevant Leasing Threshold will be permitted without the prior written consent of Lender, Lender which consent shall may be subject to withheld in the Deemed Approval Standardsole 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 and without the Mortgage Loan Documentsprior 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 assurances, confirmations and confirmations assignment in connection with the Leases as Lender shall from time to time reasonably require require. Notwithstanding the foregoing, Borrower may, without the prior written consent of Lender, terminate any Lease which demises less than the smallest of the Relevant Leasing Threshold under any of the following circumstances: (i) the tenant under said Lease is in default beyond any applicable grace and as are cure period, and Borrower has the right to terminate such Lease; (ii) such termination is permitted by the Mortgage Loan Documentsterms of the Lease in question and Borrower has secured an obligation from a third party to lease the space under the Lease to be terminated at a rental equal to or higher than the rental due under the Lease to be terminated; and (iii) if the tenant under the Lease to be terminated, has executed a right under said Lease to terminate its lease upon payment of a termination fee to Borrower, and has in fact terminated its lease and paid said fee, Borrower may accept said termination.

Leasing Matters. (a) Any Major Leases with respect to an Individual Property executed after the date hereof hereof, for more than 3,000 square feet shall be subject to the prior written approval of approved by Lender, which approval shall not be subject to the Deemed Approval Standardunreasonably withheld, conditioned or delayed. Upon request, each Borrower shall, and shall cause IDOT Guarantor and Operating Tenant, as applicable, to, furnish Lender with executed copies of all LeasesLeases in excess of 3,000 square feet. 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 Operating Leases and 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. Lender agrees to enter into a subordination, nondisturbance and attornment agreement in such form and substance as is reasonably acceptable to Lender with any tenant (other than an Operating Tenant) whose Lease is in excess of 3,000 square feet and has been approved by Lender. Each Borrower shall, shall and shall cause Mortgage Borrower IDOT Guarantor and Operating Company Tenant, as applicable, to, (ia) observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (iib) enforce, enforce and Mortgage Borrower or Operating Company, as applicable, may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Individual Property involved except that no termination by any Borrower, IDOT Guarantor or Operating Tenant or acceptance of surrender by a tenant of any Leases in excess of 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 amendment, modification, termination or surrender of any Major Lease covering more than 3,000 square feet will be permitted without the prior written consent of Lender, which consent shall not be subject to the Deemed Approval Standardunreasonably withheld, conditioned or delayed; (iiic) not collect any of the rents more than one (1) month in advance (other than security deposits); (ivd) not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (ve) not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents and the Mortgage Loan Documents; and (vif) execute and deliver at the request of Lender all such further assurances assurances, confirmations and confirmations assignments in connection with the Leases as Lender shall from time to time reasonably require require. Notwithstanding anything to the contrary contained herein, Borrower shall not, and as are permitted by the Mortgage Loan Documentsshall cause IDOT Guarantor and each Operating Tenant to not, enter into a lease of all or substantially all of any Individual Property without Lender’s prior consent.

Leasing Matters. (a) Any Major Leases Lease executed after the date hereof shall be subject to require the prior written approval consent of Lender, which approval consent shall not be subject to the Deemed Approval Standardunreasonably withheld. Upon request, Borrower shall furnish Lender with true, correct and complete executed copies of all such proposed Leases, amendments thereof and any related agreements. All renewals and extensions of Leases (excluding any renewal options set forth in the Freeport Lease and any renewal options set forth in any of the Subleases) 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 applicable Mortgage and the Lien created thereby and that the lessee tenant thereunder agrees to attorn to Mortgage Lender or any purchaser at a sale by foreclosure or power of sale. Borrower shall, and (a) shall cause Mortgage Borrower and Operating Company to, (i) observe and perform the obligations imposed upon the lessor under the Leases applicable to the Property in a commercially reasonable manner; (iib) enforce, shall enforce and Mortgage Borrower or Operating Company, as applicable, may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee tenant thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property; provided, howeverexcept that Borrower shall not terminate or accept the surrender by a tenant of, that no such amendment, modification, termination or surrender any Lease unless by reason of any Major Lease will be permitted without a tenant default and then only in a commercially reasonable manner to preserve and protect the prior written consent of Lender, which consent shall be subject to the Deemed Approval StandardProperty; (iiic) shall not collect any of the rents Rents more than one (1) month in advance (other than security depositsdeposits required pursuant to such Lease); (ivd) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (ve) shall not alter, modify or change the terms of the any Leases in a manner inconsistent with the provisions of the Loan Documents and the Mortgage Loan Documents; and (vif) shall execute and deliver at the request of Lender all such further assurances assurances, confirmations and confirmations assignments in connection with the Leases as Lender shall from time to time reasonably require Lender shall have the right to require each new tenant to execute and as are permitted deliver to Lender a subordination, non‑disturbance of possession and attornment agreement in form, content and manner of execution reasonably acceptable to Lender. Notwithstanding the foregoing, to the extent that the consent of the landlord is not required in connection with any sublease pursuant to the Freeport Lease or any other Lease approved by Lender pursuant to the Mortgage Loan Documentsterms thereof, then Lender’s consent shall not be required hereunder.

Leasing Matters. Any Major Leases executed with respect to an Individual Property written after the date hereof and prior to the Anticipated Repayment Date, for more than 15,000 square feet shall be subject to the prior written approval of approved by Lender, which approval shall not be subject unreasonably withheld, conditioned or delayed, provided, however, that if Lender has failed to approve or disapprove any such Lease within seven (7) Business Days of receipt thereof together with any supplementary materials reasonably necessary to make such determinations, Borrower shall provide notice of such failure to Lender, and in the Deemed Approval Standardevent that Lender does not approve or disapprove such Lease within five (5) Business Days of Lender's receipt of such notice, the Lease shall be deemed approved. After the Anticipated Repayment Date, all Leases shall be approved by Lender, which approval may be withheld in Lender's sole discretion. Upon request, Borrower shall furnish Lender with executed copies of all Leases. All Without in any way limiting Lender's foregoing rights, (i) all renewals and extensions of Leases and all proposed Leases shall provide for rental rates comparable to existing local market rates. All , (ii) all renewals of Leases and all proposed Leases shall be on commercially reasonable terms and shall not contain any terms which would materially affect Lender’s 's rights under the Loan Documents; provided, that, any and (iii) all 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 and all proposed 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 saleLender. Borrower shall, and shall cause Mortgage Borrower and Operating Company to, (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) enforce, shall enforce and Mortgage Borrower or Operating Company, as applicable, may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property; provided, however, that no such amendment, modification, termination or surrender of any Major Lease will be permitted without the prior written consent of Lender, which consent shall be subject to the Deemed Approval Standardmanner; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s 's interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents and the Mortgage Loan Documents; and (vi) shall execute and deliver at the request of Lender all such further assurances assurances, confirmations and confirmations assignments in connection with the Leases as Lender shall from time to time reasonably require and as are permitted by the Mortgage Loan Documentsrequire.

Leasing Matters. Any Major Leases executed with respect to the Property written after the date hereof hereof, for more than 25,000 square feet (each, a “Major Lease” and, collectively, the “Major Leases”) shall be subject to the prior written approval of Lender, which approval shall not be subject to the Deemed Approval Standardunreasonably withheld, conditioned or delayed. Upon request, and to the extent not previously delivered to Lender as part of the closing, Borrower shall furnish Lender with executed copies of all Leases. All renewals and extensions of Leases and all proposed Leases not in effect as of the closing of the Loan shall provide for rental rates comparable to existing local market ratesrates taking into account and giving due consideration to all other material terms of the applicable Lease, in the aggregate. All proposed Leases not in effect as of the closing of the Loan 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 Standardsterms. 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, however, that in respect of any Major Lease, such subordination and Attornment may be conditioned upon receipt of a subordination agreement reasonably acceptable to Lender and the applicable Tenant. Notwithstanding anything to the contrary contained in this Agreement, Lender has reviewed and approved all Leases in effect as of the closing of the Loan, including, without limitation, renewal terms thereof. Borrower shall, and shall cause Mortgage Borrower and Operating Company to, (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable mannermanner (and, with respect to any tenant improvement obligations, subject to Force Majeure, defined below); (ii) enforce, shall enforce and Mortgage Borrower or Operating Company, as applicable, may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such amendment, modification, termination or surrender of any Major Lease by Borrower will be permitted without the prior written consent of Lender, which consent shall not to be subject to the Deemed Approval Standardunreasonably withheld, conditioned or delayed; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not materially alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents and the Mortgage Loan Documents; and (vi) shall execute and deliver at the request of Lender all such further assurances assurances, confirmations and confirmations assignments in connection with the Leases as Lender shall from time to time reasonably require require. Notwithstanding anything to the contrary contained herein, Borrower shall not enter into a lease of all or substantially all of the Property without Lender’s prior written consent. Notwithstanding anything to the contrary contained herein, all new Leases and as all amendments, modifications, extensions, and renewals of existing Leases with Tenants that are permitted Affiliates of Borrower shall be subject to the prior written consent of Lender. Any new Lease or Lease modification that requires Lender’s consent shall be delivered to Lender for approval not less than fourteen (14) Business Days prior to the effective date of such new Lease or Lease modification, together with all other materials reasonably requested by Lender in order to evaluate such new Lease or Lease modification. Each such request for approval and consent of a Lease or Lease modification shall contain a legend in capitalized bold letters on the Mortgage Loan Documentstop of the cover page stating: “THIS IS A REQUEST FOR CONSENT TO A [NEW LEASE] [LEASE MODIFICATION]. LENDER’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS.” In the event that Lender fails to grant or withhold its approval and consent to such Lease or Lease modification within such ten (10) Business Day period, Borrower shall deliver to Lender a second request for approval and consent not less than five (5) Business Days prior to the effective date of such new Lease or Lease modification. Each such second request for approval and consent of a Lease or Lease modification shall contain a legend in capitalized bold letters on the top of the cover page stating: “THIS IS A SECOND REQUEST FOR CONSENT TO A [NEW LEASE] [LEASE MODIFICATION]. LENDER’S RESPONSE IS REQUESTED WITHIN FIVE (5) BUSINESS DAYS. LENDER’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN LENDER’S APPROVAL BEING DEEMED TO HAVE BEEN GRANTED.” In the event that Lender fails to grant or withhold its approval and consent to such Lease or Lease modification within such five (5) Business Day period, then Lender’s approval shall be deemed to have been granted.

Leasing Matters. Any Major All Leases entered into by Borrower and all modifications, extensions and renewals of any Leases (including, without limitation, the Sabre Leases) executed after the date hereof shall be subject to the prior written approval of approved by Lender, which approval shall not be subject to the Deemed Approval Standardunreasonably withheld. 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 encumbering the applicable Individual Property and that the lessee agrees to attorn attorney to Mortgage Lender or any purchaser at a sale by foreclosure or power of sale. Borrower shall, and shall cause Mortgage Borrower and Operating Company to, (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) enforce, and Mortgage Borrower or Operating Company, as applicable, may amend or terminate shall enforce the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property; provided, however, Individual Property involved except that no such amendment, modification, termination by Borrower or acceptance of surrender by a tenant of any Major Lease will Leases shall be permitted without the prior written consent of Lender, which consent shall be subject to the Deemed Approval Standard; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) not alterprovided in this Section 5.1.20, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents and the Mortgage Loan Documents; and (vi) execute and deliver at the request of Lender all such further assurances and confirmations in connection with the Leases as Lender shall from time to time reasonably require and as are permitted by the Mortgage Loan Documents.not

Leasing Matters. Any Major Leases Lease executed after the date hereof shall be subject to require the prior written approval consent of Lender, which approval consent shall not be subject to the Deemed Approval Standardunreasonably withheld. Upon reasonable request, Borrower shall furnish Lender with true, correct and complete executed copies of all Leases, amendments thereof and any related agreements. All renewals 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 market rate terms and shall not contain any terms which would materially adversely 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 Security Instrument and the Lien created thereby and that the lessee Tenant thereunder agrees to attorn to Mortgage Lender or any purchaser at a sale by foreclosure or power of sale. Borrower shall, and (a) shall cause Mortgage Borrower and Operating Company to, (i) observe and perform the material obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (iib) enforce, shall enforce and Mortgage Borrower or Operating Company, as applicable, may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee Tenant thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property involved, except that Borrower shall not terminate, or accept the surrender by one or more Tenants of, Leases which, in the aggregate, demise ten percent (10%) or more of the Net Rentable Square Footage of the Property in any given calendar year, unless by reason of a Tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such amendment, modification, termination or surrender of any Major Lease will be permitted without the prior written consent of Lender, which consent shall not to be subject to unreasonably withheld or unless such termination or surrender is specifically provided for in the Deemed Approval StandardMajor Lease; (iiic) shall not collect any of the rents Rents more than one (1) month in advance (other than security depositsdeposits required pursuant to such Lease); (ivd) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (ve) shall not, except with Lender’s prior written consent, not to be unreasonably withheld, materially alter, modify or change the terms of the Leases any Major Leases, or any other Lease, if, after modification, such Lease would constitute a Major Lease, in a manner inconsistent with the provisions of the Loan Documents and the Mortgage Loan Documents; and (vif) shall execute and deliver at the request of Lender all such further assurances assurances, confirmations and confirmations assignments in connection with the Leases as Lender shall from time to time reasonably require. Notwithstanding anything to the contrary contained herein, Borrower shall not enter into a Lease of all or substantially all of the Property without Lender’s prior written consent. Notwithstanding anything to the contrary contained herein, all new Leases and all amendments, modifications, extensions, and renewals of existing Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender, not to be unreasonably withheld. Lender shall have the right to require each new Tenant to execute and as are permitted by deliver to Lender a subordination, non-disturbance of possession and attornment agreement in form, content and manner of execution reasonably acceptable to Lender; provided, however, that in the Mortgage event Lender has approved (or has been deemed to approve in accordance with the Loan Documents.) a Lease and such Lease proscribes the form of estoppel certificate and/or subordination, non-disturbance and attornment agreement the applicable Tenant thereunder is obligated to provide, such form shall be deemed satisfactory to Lender. So long as no Event of Default then exists, Lender’s failure to respond to a request from Borrower for any approval under this Section 5.1.20 will be deemed Lender’s approval of such matters, so long as the following conditions have been met:

Leasing Matters. Any Major Leases executed with respect to the Property written after the date hereof hereof, for more than 15,000 square feet and any Leases to Affiliates of Borrower shall be subject to the prior written approval of approved by Lender, which approval shall not be subject unreasonably withheld, conditioned or delayed and which approval shall be deemed given if Lender does not respond within five (5) Business Days after receipt of such proposed Lease, provided that the notice requesting such approval shall contain a legend stating that Lender's approval shall be deemed given if Lender fails to the Deemed Approval Standardrespond within such five (5) Business Day period. 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, as reasonably determined by Borrower. All proposed Leases shall be on commercially reasonable terms and shall not contain any terms which would materially and adversely affect Lender’s '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 Mortgage Lender or any purchaser at a sale by foreclosure or power of saleforeclosure. Borrower shall, and shall cause Mortgage Borrower and Operating Company to, (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) enforce, shall enforce and Mortgage Borrower or Operating Company, as applicable, may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to materially impair the value of the Property; Property involved except that no termination by Borrower or acceptance of surrender by a tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property provided, however, that no such amendment, modification, termination or surrender of any Major Lease covering more than 15,000 square feet will be permitted without the prior written consent of Lender, which consent shall be subject to the Deemed Approval Standard; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s 's interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents and the Mortgage Loan Documents; and (vi) shall execute and deliver at the request of Lender all such further assurances assurances, confirmations and confirmations assignments in connection with the Leases as Lender shall from time to time reasonably require and as are permitted by the Mortgage Loan Documentsrequire.

Leasing Matters. Any Major Leases executed with respect to an Individual Property written after the date hereof hereof, shall be subject to the prior written approval of approved by Mezzanine Lender, which approval shall not be subject to the Deemed Approval Standardunreasonably withheld, conditioned or delayed. Upon request, Mezzanine Borrower shall furnish Mezzanine Lender with executed copies of all Leases. All renewals and extensions 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 not contain any terms which would materially affect title to the Properties or Mezzanine Lender’s 's rights under the Mezzanine 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 Mortgage Lender or any purchaser at a sale by foreclosure or power of sale. Mezzanine Borrower shall, and shall cause Mortgage Borrower and Operating Company to, (i) shall cause Borrower to observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) enforce, and Mortgage shall cause Borrower or Operating Company, as applicable, may amend or terminate to 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 the Property; provided, however, Individual Property involved except that no such amendment, modification, termination by Borrower or acceptance of surrender by a tenant of any Major Lease will Leases shall be permitted without the prior written consent of Mezzanine Lender, which consent shall be subject to the Deemed Approval Standard; (iii) shall cause Borrower not to collect any of the rents Rents more than one (1) month in advance (other than security deposits); (iv) shall cause Borrower not to execute any other assignment of lessor’s 's interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents and the Mortgage Loan Documents; and (vi) execute and deliver at the request of Lender all such further assurances and confirmations in connection with the Leases as Lender shall from time to time reasonably require and as are permitted by the Mortgage Loan Documents.Rents

Leasing Matters. Any Major Leases executed with respect to the Property written after the date hereof hereof, for more than 8,000 square feet shall be subject to the prior written approval of Lender, which approval shall not be subject to the Deemed Approval Standardunreasonably withheld, conditioned or delayed. Upon request, Borrower shall furnish Lender with executed copies of all LeasesLeases not previously delivered to Lender. All renewals and extensions of Leases and all proposed 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 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 Standardsterms. All Leases executed after the date hereof shall provide that they are subordinate to the Mortgage 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 shall, and shall cause Mortgage Borrower and Operating Company to, (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) enforce, shall enforce and Mortgage Borrower or Operating Company, as applicable, may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property (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, in connection with a tenant relocation within the applicable Individual Property, or re-tenanting of any portion of the applicable Individual Property with respect to which the tenant has “gone dark” and then only in a commercially reasonable manner to preserve and protect the Property (or any portion thereof); provided, however, that no such amendment, modification, termination or surrender of any Major Lease covering more than 10,000 square feet will be permitted without the prior written consent of Lender, which consent shall be subject to Lender unless a material default thereunder exists and the Deemed Approval Standardapplicable Tenant has been provided all notice and cure rights required under such Lease or by applicable law; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents and the Mortgage Loan Documents; and (vi) shall execute and deliver at the request of Lender all such further assurances assurances, confirmations and confirmations assignments in connection with the Leases as Lender shall from time to time reasonably require require. Notwithstanding anything to the contrary contained herein, Borrower shall not enter into a lease of all or substantially all of any Individual Property without Lender’s prior written consent, not to be unreasonably withheld, delayed or conditioned. Notwithstanding anything to the contrary contained herein, all new Leases and all amendments, modifications, extensions, and renewals of existing Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Lender agrees to enter into a subordination, non-disturbance agreement with tenants with respect to any Lease in a form substantially similar to the subordination, non-disturbance agreements entered into in connection with the closing of the Loan. Borrower has indicated that it is currently negotiating a lease with CarolinaEast Medical Center, a North Carolina not-for-profit corporation (the “CarolinaEast”), for a portion of the Individual Property located at 4000 Xxxxxxxx Xx., Mxxxxxxx City, NC 28557. So long as are permitted the final lease with CarolinaEast is executed prior to October 31, 2018, Lender agrees that the following economic terms included in any such lease will be deemed approved: triple net lease for a minimum rent of $20.00 per square foot and for a term of at least 10 years. Notwithstanding anything to the contrary contained herein, to the extent Lender’s prior approval is required for any leasing matters set forth in this Section 5.1.20, Lender shall have ten (10) Business Days from receipt of written request (which such written request shall include a copy of the proposed lease, market information relating to leases comparable to the proposed lease, financial information with respect to the proposed tenant to the extent in Borrower’s possession and such other relevant materials and information used by Borrower in connection with negotiation of the Mortgage Loan Documentsproposed Lease), to approve or disapprove such matter, provided that the front page of any such request to Lender is marked, in not less than fourteen (14) point bold face type, underlined and using all capital letters, as follows: “LENDER’S RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER.” In the event additional information is reasonably requested by Lender within such ten (10) Business Day period, Lender shall have three (3) Business Days from receipt of all additional requested information in which to approve or disapprove such the applicable matter, notwithstanding the date of the original request. In the event that Lender fails to respond to the applicable matter in question within such time frames as set forth above, Lender’s failure to respond shall constitute Lender’s deemed approval of the particular approval request.

Leasing Matters. Any All Major Leases entered into by Borrower and all modifications, extensions, renewals, surrenders and terminations of Major Leases executed by Borrower after the date hereof shall be subject to the prior written approval of approved by Lender, which approval shall not be subject unreasonably withheld, conditioned or delayed. Lender’s failure to respond to a request from Borrower for such approval within ten (10) Business Days of the later of (i) receipt of such request and (ii) receipt of all information reasonably requested by Lender with respect to the Deemed Approval Standardtenant or prospective tenant, shall be deemed Lender’s approval, provided that Borrower delivers to Lender a writing marked in bold lettering with the following: “LENDER’S RESPONSE IS REQUIRED WITHIN 10 BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF THE ASSIGNMENT OF LEASES AND RENTS 42 BETWEEN THE UNDERSIGNED AND LENDER” and the envelope containing the writing must be marked “PRIORITY” in bold letters. Upon request, Borrower shall furnish Lender with executed copies of all Leases. All renewals and extensions of Leases that are not subject to currently existing renewal options at fixed rates of rent 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 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 shall, and shall cause Mortgage Borrower and Operating Company to, (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) enforce, shall enforce and Mortgage Borrower or Operating Company, as applicable, may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property except that no termination by Borrower or acceptance of surrender by a tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such amendment, modification, termination or surrender of any Major Lease will be permitted without the prior written consent of Lender, which consent shall be subject to the Deemed Approval Standard; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents and the Mortgage Loan Documents; and (vi) shall execute and deliver at the request of Lender all such further assurances assurances, confirmations and confirmations assignments in connection with the Leases as Lender shall from time to time reasonably require require. Notwithstanding anything to the contrary contained herein, Borrower shall not enter into a lease of all or substantially all of the Property without Lender’s prior consent. The covenants contained in this Section 5.1.20 shall not apply to any sublease, sub-sublease or similar agreement. Lender agrees to provide a subordination, non-disturbance and as are permitted by attornment agreement in Lender’s then-current form to a tenant not in default under the Mortgage Loan Documentsterms of its Lease, upon the written request of Borrower.

Leasing Matters. (a) Any Major Leases Lease, including any amendment, modification or supplement thereto, executed after the date hereof Closing Date shall be subject to the prior written approval of Lender, which approval shall not be subject to unreasonably withheld. Effective upon the Deemed Approval Standardmaking of the Xxxx Alterations Deposit, Lender hereby approves the Xxxx Lease. Upon request, Borrower shall furnish Lender with executed copies of such Leases as are identified by Lender (including all Leases, if requested by Lender, provided that Borrower shall not be required to deliver copies of all Leases more frequently than two (2) times in any calendar year). All renewals and extensions of Leases and all proposed Leases shall provide for rental rates and other terms comparable or superior to then-existing local market rates. All proposed Leases shall be on commercially reasonable terms and shall not contain any terms which would have any materially affect adverse effect on Lender’s rights under the Loan Documents; provided, that, any renewals and/or extensions Documents or the value 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 StandardsProperty. All Leases executed after the date hereof Closing Date shall provide that they are subordinate to the Mortgage and that the lessee Tenant agrees to attorn to Mortgage Lender or any purchaser at a sale by foreclosure or power of sale. Borrower shall, and shall cause Mortgage Borrower and Operating Company to, (i) observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) enforce, and Mortgage Borrower or Operating Company, as applicable, may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property; provided, however, that no such amendment, modification, termination or surrender of any Major Lease will be permitted without the prior written consent of Lender, which consent shall be subject to the Deemed Approval Standard; (iii) not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents and the Mortgage Loan Documents; and (vi) execute and deliver at the request of Borrower, shall enter into a subordination, attornment and non- disturbance agreement in the form attached hereto as Exhibit A (with such modifications thereto as may be reasonably acceptable to Lender) or in such other form that is reasonably satisfactory to Lender all and such further assurances Tenant (a “Non-Disturbance Agreement”) with any Tenant entering into a Material Lease, including a Major Lease (other than a Lease to an Affiliate of Borrower), after the Closing Date. All actual and confirmations reasonable, out-of-pocket costs and expenses of Lender and Servicer in connection with the Leases as negotiation, preparation, execution and delivery by Lender and Servicer of any Non-Disturbance Agreement, including, without limitation, reasonable attorneys’ fees and disbursements and the current fee being assessed by Servicer in connection therewith, shall from time to time reasonably require and as are permitted be paid by the Mortgage Loan DocumentsBorrower.

Leasing Matters. Any Major Leases executed with respect to any Individual Property written after the date hereof hereof, for more than fifty percent (50%) of the leasable space at such Individual Property shall be subject to the prior written approval of Lender, which approval shall not be subject to the Deemed Approval Standardunreasonably withheld, conditioned or delayed. 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 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 shall, and shall cause Mortgage Borrower and Operating Company to, (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) enforce, shall enforce and Mortgage Borrower or Operating Company, as applicable, may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property; provided, however, that no such amendment, modification, termination Property (or surrender of any Major Lease will be permitted without the prior written consent of Lender, which consent shall be subject to the Deemed Approval Standardportion thereof) involved; (iii) shall not collect any more than five percent (5%) of the gross annual rents for all Property in the aggregate more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents and the Mortgage Loan Documents; and (vi) shall execute and deliver at the reasonable request of Lender all such further assurances assurances, confirmations and confirmations assignments in connection with the Leases as Lender shall from time to time reasonably require require. Notwithstanding anything to the contrary contained herein, Borrower shall not enter into a lease of all or substantially all of any Individual Property without Lender’s prior written consent. Notwithstanding anything to the contrary contained herein, all new Leases and as all amendments, modifications, extensions, and renewals of existing Leases with Tenants that are permitted by Affiliates of Borrower shall be subject to the Mortgage Loan Documentsprior written consent of Lender.