Common use of Non-Residential Leases Clause in Contracts

Non-Residential Leases. (a) Prohibited New Non-Residential Leases or Modified Non-Residential Leases. Except as set forth in Section 6.04(b), Borrower will not enter into any New Non-Residential Lease, enter into any Modified Non-Residential Lease or terminate any Non-Residential Lease (including any Non-Residential Lease in existence on the date of this Loan Agreement) without the prior written consent of Lender. (b) New Non-Residential Leases or Modified Non-Residential Leases for which Lender’s Consent is Not Required. Lender’s consent will not be required for Borrower to enter into a Modified Non-Residential Lease or a New Non-Residential Lease, provided that the Modified Non-Residential Lease or New Non-Residential Lease satisfies each of the following requirements: (i) The tenant under the New Non-Residential Lease or Modified Non-Residential Lease is not an Affiliate of Borrower or any Guarantor. (ii) The terms of the New Non-Residential Lease or Modified Non-Residential Lease are at least as favorable to Borrower as those customary in the applicable market at the time Borrower enters into the New Non-Residential Lease or Modified Non-Residential Lease. (iii) The Rents paid to Borrower pursuant to the New Non-Residential Lease or Modified Non-Residential Lease are not less than 90% of the rents paid to Borrower pursuant to the Non-Residential Lease, if any, for that portion of the Mortgaged Property that was in effect prior to the New Non-Residential Lease or Modified Non-Residential Lease. (iv) The term of the New Non-Residential Lease or Modified Non-Residential Lease, including any option to extend, is 10 years or less. (v) Any New Non-Residential Lease must provide that the space may not be used or operated, in whole or in part, for any of the following: (A) The operation of a so-called “head shop” or other business devoted to the sale of articles or merchandise normally used or associated with illegal or unlawful activities such as, but not limited to, the sale of paraphernalia used in connection with marijuana or controlled drugs or substances. (B) A gun shop, shooting gallery or firearms range. (C) A so-called massage parlor or any business which sells, rents or permits the viewing of so-called “adult” or pornographic materials such as, but not limited to, adult magazines, books, movies, photographs, sexual aids, sexual articles and sex paraphernalia. (D) Any use involving the sale or distribution of any flammable liquids, gases or other Hazardous Materials. (E) An off-track betting parlor or arcade. (F) A liquor store or other establishment whose primary business is the sale of alcoholic beverages for off-site consumption. (G) A burlesque or strip club. (H) Any illegal activity. (vi) The aggregate of the income derived from the space leased pursuant to the New Non-Residential Lease accounts for less than 20% of the gross income of the Mortgaged Property on the date that Borrower enters into the New Non-Residential Lease. (vii) Such New Non-Residential Lease is not an oil or gas lease, pipeline agreement or other instrument related to the production or sale of oil or natural gas.

Non-Residential Leases. (a) Prohibited New Non-Residential Leases or Modified Non-Residential Leases. Except as set forth in Section 6.04(b), Borrower will not enter into any New Non-Residential Lease, enter into any Modified Non-Residential Lease or terminate any Non-Residential Lease (including any Non-Residential Lease in existence on the date of this Loan Agreement) without the prior written consent of Lender. (b) New Non-Residential Leases or Modified Non-Residential Leases for which LenderXxxxxx’s Consent is Not Required. LenderXxxxxx’s consent will not be required for Borrower to enter into a Modified Non-Residential Lease or a New Non-Residential Lease, provided that the Modified Non-Residential Lease or New Non-Residential Lease satisfies each of the following requirements: (i) The tenant under the New Non-Residential Lease or Modified Non-Residential Lease is not an Affiliate of Borrower or any Guarantor. (ii) The terms of the New Non-Residential Lease or Modified Non-Residential Lease are at least as favorable to Borrower as those customary in the applicable market at the time Borrower enters into the New Non-Residential Lease or Modified Non-Residential Lease. (iii) The Rents paid to Borrower pursuant to the New Non-Residential Lease or Modified Non-Residential Lease are not less than 90% of the rents paid to Borrower pursuant to the Non-Residential Lease, if any, for that portion of the Mortgaged Property that was in effect prior to the New Non-Residential Lease or Modified Non-Residential Lease. (iv) The term of the New Non-Residential Lease or Modified Non-Residential Lease, including any option to extend, is 10 years or less. (v) Any New Non-Residential Lease must provide that the space may not be used or operated, in whole or in part, for any of the following: (A) The operation of a so-called “head shop” or other business devoted to the sale of articles or merchandise normally used or associated with illegal or unlawful activities such as, but not limited to, the sale of paraphernalia used in connection with marijuana or controlled drugs or substances. (B) A gun shop, shooting gallery or firearms range. (C) A so-called massage parlor or any business which sells, rents or permits the viewing of so-called “adult” or pornographic materials such as, but not limited to, adult magazines, books, movies, photographs, sexual aids, sexual articles and sex paraphernalia. (D) Any use involving the sale or distribution of any flammable liquids, gases or other Hazardous Materials. (E) An off-track betting parlor or arcade. (F) A liquor store or other establishment whose primary business is the sale of alcoholic beverages for off-site consumption. (G) A burlesque or strip club. (H) Any illegal activity. (vi) The aggregate of the income derived from the space leased pursuant to the New Non-Residential Lease accounts for less than 20% of the gross income of the Mortgaged Property on the date that Borrower Xxxxxxxx enters into the New Non-Residential Lease. (vii) Such New Non-Residential Lease is not an oil or gas lease, pipeline agreement or other instrument related to the production or sale of oil or natural gas.

Non-Residential Leases. (a) Prohibited New Non-Residential Leases or Modified Non-Residential Leases. Except as set forth in Section 6.04(b), Borrower will not enter into any New Non-Residential Lease, enter into any Modified Non-Residential Lease or terminate any Non-Residential Lease (including any Non-Residential Lease in existence on the date of this Loan Continuing Covenant Agreement) without the prior written consent of Funding Lender. (b) New Non-Residential Leases or Modified Non-Residential Leases for which Funding Lender’s Consent is Not Required. Funding Lender’s consent will not be required for Borrower to enter into a Modified Non-Residential Lease or a New Non-Residential Lease, provided that Lease if the Modified Non-Residential Lease or New Non-Residential Lease satisfies each of the following requirements: (i) The tenant under the New Non-Residential Lease or Modified Non-Residential Lease is not an Affiliate of Borrower or any Guarantor. (ii) The terms of the New Non-Residential Lease or Modified Non-Residential Lease are at least as favorable to Borrower as those customary in the applicable market at the time Borrower enters into the New Non-Residential Lease or Modified Non-Residential Lease. (iii) The Rents paid to Borrower pursuant to the New Non-Residential Lease or Modified Non-Residential Lease are not less than 90% of the rents paid to Borrower pursuant to the Non-Residential Lease, if any, for that portion of the Mortgaged Property that was in effect prior to the New Non-Residential Lease or Modified Non-Residential Lease. (iv) The term of the New Non-Residential Lease or Modified Non-Residential Lease, including any option to extend, is 10 years or less. (v) Any New Non-Residential Lease must provide that the space may not be used or operated, in whole or in part, for any of the following: (A) The operation of a so-called “head shop” or other business devoted to the sale of articles or merchandise normally used or associated with illegal or unlawful activities such as, but not limited to, the sale of paraphernalia used in connection with marijuana or controlled drugs or substances. (B) A gun shop, shooting gallery or firearms range. (C) A so-called massage parlor or any business which sells, rents or permits the viewing of so-called “adult” or pornographic materials such as, but not limited to, adult magazines, books, movies, photographs, sexual aids, sexual articles and sex paraphernalia. (D) Any use involving the sale or distribution of any flammable liquids, gases or other Hazardous Materials. (E) An off-track betting parlor or arcade. (F) A liquor store or other establishment whose primary business is the sale of alcoholic beverages for off-site consumption. (G) A burlesque or strip club. (H) Any illegal activity. (I) Any use otherwise prohibited by the Tax Regulatory Agreement or the Tax Certificate. (vi) The aggregate of the income derived from the space leased pursuant to the New Non-Residential Lease accounts for less than 20% of the gross income of the Mortgaged Property on the date that Borrower enters into the New Non-Residential Lease. (vii) Such New Non-Residential Lease is not an oil or gas lease, pipeline agreement or other instrument related to the production or sale of oil or natural gas. (viii) Any New Non-Residential Lease must satisfy the condition of Section 6.04(d).

Non-Residential Leases. (a) Prohibited New Non-Residential Leases or Modified Non-Residential Leases. Except as set forth in Section 6.04(b), Borrower will not enter into any New Non-Residential Lease, enter into any Modified Non-Residential Lease or terminate any Non-Residential Lease (including any Non-Residential Lease in existence on the date of this Loan Agreement) without the prior written consent of Lender. (b) New Non-Residential Leases or Modified Non-Residential Leases for which Lender’s Consent is Not Required. Lender’s consent will not be required for Borrower to enter into a Modified Non-Residential Lease or a New Non-Residential Lease, provided that the Modified Non-Residential Lease or New Non-Residential Lease satisfies each of the following requirements: (i) The tenant under the New Non-Residential Lease or Modified Non-Residential Lease is not an Affiliate of Borrower or any Guarantor. (ii) The terms of the New Non-Residential Lease or Modified Non-Residential Lease are at least as favorable to Borrower as those customary in the applicable market at the time Borrower enters into the New Non-Residential Lease or Modified Non-Residential Lease. (iii) The Rents paid to Borrower pursuant to the New Non-Residential Lease or Modified Non-Residential Lease are not less than 90% of the rents paid to Borrower pursuant to the Non-Residential Lease, if any, for that portion of the Mortgaged Property that was in effect prior to the New Non-Residential Lease or Modified Non-Residential Lease. . (iv) The term of the New Non-Residential Lease or Modified Non-Residential Lease, including any option to extend, is 10 years or less. (v) Any New Non-Residential Lease must provide that the space may not be used or operated, in whole or in part, for any of the following: (A) The operation of a so-called “head shop” or other business devoted to the sale of articles or merchandise normally used or associated with illegal or unlawful activities such as, but not limited to, the sale of paraphernalia used in connection with marijuana or controlled drugs or substances. (B) A gun shop, shooting gallery or firearms range. (C) A so-called massage parlor or any business which sells, rents or permits the viewing of so-called “adult” or pornographic materials such as, but not limited to, adult magazines, books, movies, photographs, sexual aids, sexual articles and sex paraphernalia. (D) Any use involving the sale or distribution of any flammable liquids, gases or other Hazardous Materials. (E) An off-track betting parlor or arcade. (F) A liquor store or other establishment whose primary business is the sale of alcoholic beverages for off-site consumption. (G) A burlesque or strip club. (H) Any illegal activity. (vi) The aggregate of the income derived from the space leased pursuant to the New Non-Residential Lease accounts for less than 20% of the gross income of the Mortgaged Property on the date that Borrower enters into the New Non-Residential Lease. (vii) Such New Non-Residential Lease is not an oil or gas lease, pipeline agreement or other instrument related to the production or sale of oil or natural gas.

Non-Residential Leases. (a) Prohibited New Non-Residential Leases or Modified Non-Residential Leases. Except as set forth in Section 6.04(b), Borrower will not enter into any New Non-Residential Lease, enter into any Modified Non-Residential Lease or terminate any Non-Residential Lease (including any Non-Residential Lease in existence on the date of this Loan Continuing Covenant Agreement) without the prior written consent of Funding Lender. (b) New Non-Residential Leases or Modified Non-Residential Leases for which LenderFunding Xxxxxx’s Consent is Not Required. Funding Lender’s consent will not be required for Borrower to enter into a Modified Non-Residential Lease or a New Non-Residential Lease, provided that Lease if the Modified Non-Residential Lease or New Non-Residential Lease satisfies each of the following requirements: (i) The tenant under the New Non-Residential Lease or Modified Non-Residential Lease is not an Affiliate of Borrower or any Guarantor. (ii) The terms of the New Non-Residential Lease or Modified Non-Residential Lease are at least as favorable to Borrower as those customary in the applicable market at the time Borrower enters into the New Non-Residential Lease or Modified Non-Residential Lease. (iii) The Rents paid to Borrower pursuant to the New Non-Residential Lease or Modified Non-Residential Lease are not less than 90% of the rents paid to Borrower pursuant to the Non-Residential Lease, if any, for that portion of the Mortgaged Property that was in effect prior to the New Non-Residential Lease or Modified Non-Residential Lease. (iv) The term of the New Non-Residential Lease or Modified Non-Residential Lease, including any option to extend, is 10 years or less. (v) Any New Non-Residential Lease must provide that the space may not be used or operated, in whole or in part, for any of the following: (A) The operation of a so-called “head shop” or other business devoted to the sale of articles or merchandise normally used or associated with illegal or unlawful activities such as, but not limited to, the sale of paraphernalia used in connection with marijuana or controlled drugs or substances. (B) A gun shop, shooting gallery or firearms range. (C) A so-called massage parlor or any business which sells, rents or permits the viewing of so-called “adult” or pornographic materials such as, but not limited to, adult magazines, books, movies, photographs, sexual aids, sexual articles and sex paraphernalia. (D) Any use involving the sale or distribution of any flammable liquids, gases or other Hazardous Materials. (E) An off-track betting parlor or arcade. (F) A liquor store or other establishment whose primary business is the sale of alcoholic beverages for off-site consumption. (G) A burlesque or strip club. (H) Any illegal activity. (I) Any use otherwise prohibited by the Tax Regulatory Agreement or the Tax Certificate. (vi) The aggregate of the income derived from the space leased pursuant to the New Non-Residential Lease accounts for less than 20% of the gross income of the Mortgaged Property on the date that Borrower Xxxxxxxx enters into the New Non-Residential Lease. (vii) Such New Non-Residential Lease is not an oil or gas lease, pipeline agreement or other instrument related to the production or sale of oil or natural gas. (viii) Any New Non-Residential Lease must satisfy the condition of Section 6.04(d).

Non-Residential Leases. (a) Prohibited New Non-Residential Leases or Modified Non-Residential Leases. Except as set forth in Section 6.04(b), Borrower will not enter into any New Non-Residential Lease, enter into any Modified Non-Residential Lease or terminate any (Park at Kensington) Non-Residential Lease (including any Non-Residential Lease in existence on the date of this Loan Agreement) without the prior written consent of Lender. (b) New Non-Residential Leases or Modified Non-Residential Leases for which Lender’s Consent is Not Required. Lender’s consent will not be required for Borrower to enter into a Modified Non-Residential Lease or a New Non-Residential Lease, provided that the Modified Non-Residential Lease or New Non-Residential Lease satisfies each of the following requirements: (i) The tenant under the New Non-Residential Lease or Modified Non-Residential Lease is not an Affiliate of Borrower or any Guarantor. (ii) The terms of the New Non-Residential Lease or Modified Non-Residential Lease are at least as favorable to Borrower as those customary in the applicable market at the time Borrower enters into the New Non-Residential Lease or Modified Non-Residential Lease. (iii) The Rents paid to Borrower pursuant to the New Non-Residential Lease or Modified Non-Residential Lease are not less than 90% of the rents paid to Borrower pursuant to the Non-Residential Lease, if any, for that portion of the Mortgaged Property that was in effect prior to the New Non-Residential Lease or Modified Non-Residential Lease. (iv) The term of the New Non-Residential Lease or Modified Non-Residential Lease, including any option to extend, is 10 years or less. (v) Any New Non-Residential Lease must provide that the space may not be used or operated, in whole or in part, for any of the following: (A) The operation of a so-called “head shop” or other business devoted to the sale of articles or merchandise normally used or associated with illegal or unlawful activities such as, but not limited to, the sale of paraphernalia used in connection with marijuana or controlled drugs or substances. (B) A gun shop, shooting gallery or firearms range. (C) A so-called massage parlor or any business which sells, rents or permits the viewing of so-called “adult” or pornographic materials such as, but not limited to, adult magazines, books, movies, photographs, sexual aids, sexual articles and sex paraphernalia. (D) Any use involving the sale or distribution of any flammable liquids, gases or other Hazardous Materials.. Multifamily Loan and Security Agreement Page 18 (Park at Kensington) (E) An off-track betting parlor or arcade. (F) A liquor store or other establishment whose primary business is the sale of alcoholic beverages for off-site consumption. (G) A burlesque or strip club. (H) Any illegal activity. (vi) The aggregate of the income derived from the space leased pursuant to the New Non-Residential Lease accounts for less than 20% of the gross income of the Mortgaged Property on the date that Borrower enters into the New Non-Residential Lease. (vii) Such New Non-Residential Lease is not an oil or gas lease, pipeline agreement or other instrument related to the production or sale of oil or natural gas.

Non-Residential Leases. (a) Prohibited New NonSo long as no Event of Default exists under this Agreement or any Security Instrument, Borrower may (i) renew commercial leases, and (ii) lease or use for non-Residential Leases or Modified residential use (a) any non-residential portion of the Mortgaged Property; and (b) residential units, not exceeding five (5) of the units of the Mortgaged Property, for services associated with the use of the Mortgaged Property as a multifamily property including, without limitation, Borrower may enter into laundry leases (collectively, “Non-Residential Leases. Except as set forth in Section 6.04(b”); provided, Borrower will not enter into any New Non-Residential Lease, enter into any Modified that (u) such Non-Residential Lease or terminate contains a subordination to the applicable Security Interest in form previously approved by Xxxxxx Mae, (v) the lessee under any Non-Residential Lease that is 5% or more of the gross rental income executes and delivers a subordination, non-disturbance and attornment agreement substantially in the form previously approved by Xxxxxx Xxx, or such lessee and Xxxxxx Mae execute and deliver a mutually acceptable subordination, non-disturbance and attornment agreement (including any Xxxxxx Xxx agrees to negotiate such agreement in good faith and with reasonable promptness); (w) such Non-Residential Lease shall be a commercially reasonable, arms-length transaction; (x) no material disruption of income or material reduction in existence Gross Revenues shall occur on any Mortgaged Property due to the date performance and enforcement of such Non-Residential Lease; (y) such Non-Residential Lease shall provide that the lessee shall, upon receipt of a written request from Xxxxxx Xxx after the occurrence of an Event of Default under the Security Instrument, pay all rents payable under the Non-Residential Lease to Xxxxxx Mae; and (z) upon Xxxxxx Mae’s request, Borrower shall deliver to Xxxxxx Mae a fully-executed copy of any such Non-Residential Lease not previously delivered to Xxxxxx Xxx. The rights of Borrower set forth in this Loan Agreementsubsection shall be in addition to the rights of Borrower set forth in Section 6.13(c)(5) without the prior written consent of Lenderabove. (b) New Non-Residential Leases or Modified Non-Residential Leases for which Lender’s Consent is Not Required. Lender’s consent will not be required for Borrower shall use commercially reasonable efforts to enter into a Modified Non-Residential Lease or a New Nonobtain and deliver to Xxxxxx Mae an estoppel certificate with respect to each non-Residential Lease, provided that the Modified Noneach recorded instrument of covenants, conditions and restrictions, and each ground lease identified on Exhibit Q, and (b) a subordination, non-disturbance and attornment agreement with respect to each non-Residential Lease or New Non-Residential Lease satisfies identified on Exhibit Q, each of the following requirements: (i) The tenant under the New Non-Residential Lease or Modified Non-Residential Lease is not an Affiliate of Borrower or any Guarantorin a form previously approved by Xxxxxx Xxx. (ii) The terms of the New Non-Residential Lease or Modified Non-Residential Lease are at least as favorable to Borrower as those customary in the applicable market at the time Borrower enters into the New Non-Residential Lease or Modified Non-Residential Lease. (iii) The Rents paid to Borrower pursuant to the New Non-Residential Lease or Modified Non-Residential Lease are not less than 90% of the rents paid to Borrower pursuant to the Non-Residential Lease, if any, for that portion of the Mortgaged Property that was in effect prior to the New Non-Residential Lease or Modified Non-Residential Lease. (iv) The term of the New Non-Residential Lease or Modified Non-Residential Lease, including any option to extend, is 10 years or less. (v) Any New Non-Residential Lease must provide that the space may not be used or operated, in whole or in part, for any of the following: (A) The operation of a so-called “head shop” or other business devoted to the sale of articles or merchandise normally used or associated with illegal or unlawful activities such as, but not limited to, the sale of paraphernalia used in connection with marijuana or controlled drugs or substances. (B) A gun shop, shooting gallery or firearms range. (C) A so-called massage parlor or any business which sells, rents or permits the viewing of so-called “adult” or pornographic materials such as, but not limited to, adult magazines, books, movies, photographs, sexual aids, sexual articles and sex paraphernalia. (D) Any use involving the sale or distribution of any flammable liquids, gases or other Hazardous Materials. (E) An off-track betting parlor or arcade. (F) A liquor store or other establishment whose primary business is the sale of alcoholic beverages for off-site consumption. (G) A burlesque or strip club. (H) Any illegal activity. (vi) The aggregate of the income derived from the space leased pursuant to the New Non-Residential Lease accounts for less than 20% of the gross income of the Mortgaged Property on the date that Borrower enters into the New Non-Residential Lease. (vii) Such New Non-Residential Lease is not an oil or gas lease, pipeline agreement or other instrument related to the production or sale of oil or natural gas.

Non-Residential Leases. (a) Prohibited New Non-Residential Leases or Modified Non-Residential Leases. Except as set forth in Section 6.04(b), Borrower will not enter into any New Non-Residential Lease, enter into any Modified Non-Residential Lease or terminate any Non-Residential Lease (including any Non-Residential Lease in existence on the date of this Loan Agreement) without the prior written consent of Lender. (b) New Non-Residential Leases or Modified Non-Residential Leases for which LenderXxxxxx’s Consent is Not Required. LenderXxxxxx’s consent will not be required for Borrower to enter into a Modified Non-Residential Lease or a New Non-Residential Lease, provided that Lease if the Modified Non-Residential Lease or New Non-Residential Lease satisfies each of the following requirements: (i) The tenant under the New Non-Residential Lease or Modified Non-Residential Lease is not an Affiliate of Borrower or any Guarantor. (ii) The terms of the New Non-Residential Lease or Modified Non-Residential Lease are at least as favorable to Borrower as those customary in the applicable market at the time Borrower enters into the New Non-Residential Lease or Modified Non-Residential Lease. (iii) The Rents paid to Borrower pursuant to the New Non-Residential Lease or Modified Non-Residential Lease are not less than 90% of the rents paid to Borrower pursuant to the Non-Residential Lease, if any, for that portion of the Mortgaged Property that was in effect prior to the New Non-Residential Lease or Modified Non-Residential Lease. (iv) The term of the New Non-Residential Lease or Modified Non-Residential Lease, including any option to extend, is 10 years or less. (v) Any New Non-Residential Lease must provide that the space may not be used or operated, in whole or in part, for any of the following: (A) The operation of a so-called “head shop” or other business devoted to the sale of articles or merchandise normally used or associated with illegal or unlawful activities such as, but not limited to, the sale of paraphernalia used in connection with marijuana or controlled drugs or substances. (B) A gun shop, shooting gallery or firearms range. (C) A so-called massage parlor or any business which sells, rents or permits the viewing of so-called “adult” or pornographic materials such as, but not limited to, adult magazines, books, movies, photographs, sexual aids, sexual articles and sex paraphernalia. (D) Any use involving the sale or distribution of any flammable liquids, gases or other Hazardous Materials. (E) An off-track betting parlor or arcade. (F) A liquor store or other establishment whose primary business is the sale of alcoholic beverages for off-site consumption. (G) A burlesque or strip club. (H) Any illegal activity. (vi) The aggregate of the income derived from the space leased pursuant to the New Non-Residential Lease accounts for less than 20% of the gross income of the Mortgaged Property on the date that Borrower Xxxxxxxx enters into the New Non-Residential Lease. (vii) Such New Non-Residential Lease is not an oil or gas lease, pipeline agreement or other instrument related to the production or sale of oil or natural gas. (viii) Any New Non-Residential Lease must satisfy the condition of Section 6.04(d).

Non-Residential Leases. (a) Prohibited New Non-Residential Leases or Modified Non-Residential Leases. Except as set forth in Section 6.04(b), Borrower will not enter into any New Non-Residential Lease, enter into any Modified Non-Residential Lease or terminate any Non-Residential Lease (including any Non-Residential Lease in existence on the date of this Loan Agreement) without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed. To the extent that Lender’s consent is required pursuant to this Section 6.4(a), Borrower’s written request therefor shall be delivered with such materials reasonably requested by Lender in order to evaluate such request. Each such request shall conspicuously state, in large bold type on the top of the first page of such request, that: “PURSUANT TO SECTION 6.04(A) OF THE LOAN AGREEMENT, THIS IS A REQUEST FOR LENDER’S CONSENT. LENDER’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS. THE LEASE SHALL BE DEEMED APPROVED IF LENDER FAILS TO RESPOND TO THE CONTRARY TEN (10) BUSINESS DAYS’ OF LENDER’S RECEIPT OF THIS WRITTEN NOTICE.” In the event that Lender fails to approve or disapprove the written request within ten (10) business day period, then Lender’s consent shall be deemed to have been granted. (b) New Non-Residential Leases or Modified Non-Residential Leases for which Lender’s Consent is Not Required. Lender’s consent will not be required for Borrower to enter into a Modified Non-Residential Lease or a New Non-Residential Lease, provided that the Modified Non-Residential Lease or New Non-Residential Lease satisfies each of the following requirements: (i) The tenant under the New Non-Residential Lease or Modified Non-Residential Lease is not an Affiliate of Borrower or any Guarantor. (ii) The terms of the New Non-Residential Lease or Modified Non-Residential Lease are at least as favorable to Borrower as those customary in the applicable market at the time Borrower enters into the New Non-Residential Lease or Modified Non-Residential Lease. (iii) The Rents paid to Borrower pursuant to the New Non-Residential Lease or Modified Non-Residential Lease are not less than 90% of the rents paid to Borrower pursuant to the Non-Residential Lease, if any, for that portion of the Mortgaged Property that was in effect prior to the New Non-Residential Lease or Modified Non-Residential Lease. (iv) The term of the New Non-Residential Lease or Modified Non-Residential Lease, including any option to extend, is 10 years or less. (v) Any New Non-Residential Lease must provide that the space may not be used or operated, in whole or in part, for any of the following: (A) The operation of a so-called “head shop” or other business devoted to the sale of articles or merchandise normally used or associated with illegal or unlawful activities such as, but not limited to, the sale of paraphernalia used in connection with marijuana or controlled drugs or substances. (B) A gun shop, shooting gallery or firearms range. (C) A so-called massage parlor or any business which sells, rents or permits the viewing of so-called “adult” or pornographic materials such as, but not limited to, adult magazines, books, movies, photographs, sexual aids, sexual articles and sex paraphernalia. (D) Any use involving the sale or distribution of any flammable liquids, gases or other Hazardous Materials. (E) An off-track betting parlor or arcade. (F) A liquor store or other establishment whose primary business is the sale of alcoholic beverages for off-site consumption. (G) A burlesque or strip club. (H) Any illegal activity. (vi) The aggregate of the income derived from the space leased pursuant to the New Non-Residential Lease accounts for less than 20% of the gross income of the Mortgaged Property on the date that Borrower enters into the New Non-Residential Lease. (vii) Such New Non-Residential Lease is not an oil or gas lease, pipeline agreement or other instrument related to the production or sale of oil or natural gas.

Non-Residential Leases. (a) Prohibited New Non-Residential Leases or Modified Non-Residential Leases. Except as set forth in Section 6.04(b), Borrower will not enter into any New Non-Residential Lease, enter into any Modified Non-Residential Lease or terminate any Non-Residential Lease (including any Non-Residential Lease in existence on the date of this Loan Agreement) without the prior written consent of Lender. (b) New Non-Residential Leases or Modified Non-Residential Leases for which Lender’s Consent is Not Required. Lender’s consent will not be required for Borrower to enter into a Modified Non-Residential Lease or a New Non-Residential Lease, provided that Lease if the Modified Non-Residential Lease or New Non-Residential Lease satisfies each of the following requirements: (i) The tenant under the New Non-Residential Lease or Modified Non-Residential Lease is not an Affiliate of Borrower or any Guarantor. (ii) The terms of the New Non-Residential Lease or Modified Non-Residential Lease are at least as favorable to Borrower as those customary in the applicable market at the time Borrower enters into the New Non-Residential Lease or Modified Non-Residential Lease. (iii) The Rents paid to Borrower pursuant to the New Non-Residential Lease or Modified Non-Residential Lease are not less than 90% of the rents paid to Borrower pursuant to the Non-Residential Lease, if any, for that portion of the Mortgaged Property that was in effect prior to the New Non-Residential Lease or Modified Non-Residential Lease. (iv) The term of the New Non-Residential Lease or Modified Non-Residential Lease, including any option to extend, is 10 years or less. (v) Any New Non-Residential Lease must provide that the space may not be used or operated, in whole or in part, for any of the following: (A) The operation of a so-called “head shop” or other business devoted to the sale of articles or merchandise normally used or associated with illegal or unlawful activities such as, but not limited to, the sale of paraphernalia used in connection with marijuana or controlled drugs or substances. (B) A gun shop, shooting gallery or firearms range. (C) A so-called massage parlor or any business which sells, rents or permits the viewing of so-called “adult” or pornographic materials such as, but not limited to, adult magazines, books, movies, photographs, sexual aids, sexual articles and sex paraphernalia. (D) Any use involving the sale or distribution of any flammable liquids, gases or other Hazardous Materials. (E) An off-track betting parlor or arcade. (F) A liquor store or other establishment whose primary business is the sale of alcoholic beverages for off-site consumption. (G) A burlesque or strip club. (H) Any illegal activity. (vi) The aggregate of the income derived from the space leased pursuant to the New Non-Residential Lease accounts for less than 20% of the gross income of the Mortgaged Property on the date that Borrower enters into the New Non-Residential Lease. (vii) Such New Non-Residential Lease is not an oil or gas lease, pipeline agreement or other instrument related to the production or sale of oil or natural gas. (viii) Any New Non-Residential Lease must satisfy the condition of Section 6.04(d).