Common use of PROTECTION OF LENDER'S SECURITY; LEASES Clause in Contracts

PROTECTION OF LENDER'S SECURITY; LEASES. If Borrower fails to pay the Indebtedness or perform the Obligations, or if any action or proceeding is commenced which affects the Property or Lender, at Lender's option, Lender may make such appearances, disburse such sums and take such action as Lender deems necessary, in its sole discretion, to protect the Property or Lender's interest herein, including entry upon the Property to make repairs and perform environmental tests and studies. Any amounts disbursed by Lender pursuant to this PARAGRAPH 7 (including attorneys' costs and expenses), with interest thereon at the "DEFAULT RATE" (defined in the Note) from the date of disbursement, shall become additional Indebtedness of Borrower secured by the Loan Documents and shall be due and payable on demand. Nothing contained in this PARAGRAPH 7 shall require Lender to incur any expense or take any action hereunder. Borrower shall not be authorized to enter into any ground lease of the Property, without Lender's prior written approval. Borrower shall not, without Lender's prior written consent, modify, amend, surrender or terminate any Lease, which approval shall not be unreasonably withheld or delayed. All Leases of space in the Property shall be on the form of lease previously approved by Lender with tenants and for a use acceptable to Lender. All Leases of space in the Property executed or renewed after the date hereof must be approved by Lender prior to the execution thereof by Borrower. Notwithstanding anything contained herein to the contrary, Borrower may enter into a proposed Lease (including the amendment, renewal or extension of an existing Lease (a "RENEWAL LEASE") without the prior written consent of Lender, provided such proposed Lease or Renewal Lease (i) provides for rental rates and terms comparable to existing local market rates and terms (taking into account the type and quality of the tenant) as of the date such Lease or Renewal Lease is executed by Borrower (unless, in the case of a Renewal Lease, the rent payable during such renewal, or a formula or other method to compute such rent, is provided for in the original Lease), (ii) is an arms-length transaction with a bona fide, independent third party tenant, (iii) is written on the standard form of lease previously approved by Lender, (iv) is not for premises greater than or equal to seven percent (7.0%) of the gross leaseable area of the Property, (v) is not for a rental greater than or equal to seven percent (7.0%) of the total gross rental revenues of the Property; (vi) shall have an initial term of not less than three (3) years or greater than ten (10) years, (vii) is for the same use as the current use of the Property, (viii) shall not contain any options for renewal or expansion by the tenant thereunder at rental rates which are either below comparable market levels or less than the rental rates paid by the tenant during initial lease term; and (ix) shall be to a tenant which is experienced, creditworthy and reputable. If Lender consents to any new Lease of space in the Property or the renewal of any existing Lease of space in the Property, at Lender's request, Borrower shall cause the tenant thereunder to execute a subordination and attornment agreement in form and substance satisfactory to Lender contemporaneously with the execution of such Lease. Borrower expressly understands that any and all new or proposed leases or Renewal Leases are included in the definition of "LEASE" or "LEASES" as such terms may be used throughout this Mortgage or any of the other Loan Documents. Notwithstanding anything contained herein to the contrary, Borrower may terminate a Lease without Lender's request in the ordinary course of business if (a) the related tenant is in default and (b) either (x) such Lease is for less than seven percent (7.0%) of the then currently occupied and rentable square feet of space at the Property, or (y) Borrower has executed a lease with a replacement tenant for the premises in question. To the extent Lender's consent is required under this PARAGRAPH 7, and the lease in question is for less than 25% of both the gross leaseable area of the Property and the total gross rental revenues of the Property, Borrower shall submit a request to Lender with the following language prominently displayed at the top and on the cover of any such request in allcaps, boldface, 14 point type or larger: "IMMEDIATE RESPONSE REQUIRED, CONSENT DEEMED GIVEN IF NO RESPONSE WITHIN 10 BUSINESS DAYS." If no response has been received within 10 Business Days of Lender's receipt of such request, Borrower shall submit a second request to Lender with the following language prominently displayed at the top and on the cover of any such request in allcaps, boldface, 14 point type or larger: "IMMEDIATE RESPONSE REQUIRED, CONSENT DEEMED GIVEN IF NO RESPONSE WITHIN 5 BUSINESS DAYS." If no response has been received within 5 Business Days of Lender's receipt of such second request, Lender's consent shall be deemed to be given. If at the time one or more Disclosure Documents (as hereinafter defined) are being prepared for a securitization and if requested by Lender, Borrower shall furnish, or shall cause the applicable tenant to furnish, to Lender financial data and/or financial statements in accordance with Regulation AB (as defined in Item 1101(k) of Regulation AB) for any tenant of any Property if, in connection with a securitization, Lender reasonably expects there to be, with respect to such tenant or group of affiliated tenants, a concentration within all of the mortgage loans included or reasonably expected to be included, as applicable, in such securitization such that such tenant or group of affiliated tenants would constitute a Significant Obligor (as defined in Item 1101(k)); provided, however, that in the event the related lease does not require the related tenant to provide the foregoing information, Borrower shall use commercially reasonable efforts to cause the applicable tenant to furnish such information, provided however, that Borrower shall be in default hereunder only for failure to use commercially reasonable efforts to cause such tenant to furnish such information. Notwithstanding anything contained herein or in the other Loan Documents to the contrary, Borrower's compliance with PARAGRAPH 7 of the Senior Mortgage shall be deemed to satisfy the requirements of this PARAGRAPH 7.

PROTECTION OF LENDER'S SECURITY; LEASES. If Borrower fails to pay the Indebtedness or perform the Obligations, or if any action or proceeding is commenced which affects the Property or Lender, at Lender's option, Lender may make such appearances, disburse such sums and take such action as Lender deems necessary, in its sole discretion, to protect the Property or Lender's interest herein, including entry upon the Property to make repairs and perform environmental tests and studies. Any amounts disbursed by Lender pursuant to this PARAGRAPH 7 (including attorneys' costs and expenses), with interest thereon at the "DEFAULT RATE" (defined in the Note) from the date of disbursement, shall become additional Indebtedness of Borrower secured by the Loan Documents and shall be due and payable on demand. Nothing contained in this PARAGRAPH 7 shall require Lender to incur any expense or take any action hereunder. Borrower shall not be authorized to enter into any ground lease of the Property, without Lender's prior written approval. Borrower shall not, without Lender's prior written consent, modify, amend, surrender or terminate any Lease, which approval shall not be unreasonably withheld or delayed. All Leases of space in the Property shall be on the form of lease previously approved by Lender with tenants and for a use acceptable to Lender. All Leases of space in the Property executed or renewed after the date hereof must be approved by Lender prior to the execution thereof by Borrower. Notwithstanding anything contained herein to the contrary, Borrower may enter into a proposed Lease (including the amendment, renewal or extension of an existing Lease (a "RENEWAL LEASE") without the prior written consent of Lender, provided such proposed Lease or Renewal Lease (i) provides for rental rates and terms comparable to existing local market rates and terms (taking into account the type and quality of the tenant) as of the date such Lease or Renewal Lease is executed by Borrower (unless, in the case of a Renewal Lease, the rent payable during such renewal, or a formula or other method to compute such rent, is provided for in the original Lease), (ii) is an arms-length transaction with a bona fide, independent third party tenant, (iii) is written on the standard form of lease previously approved by Lender, (iv) is not for premises greater than or equal to seven twenty percent (7.020.0%) of the gross leaseable area of the Property, (v) is not for a rental greater than or equal to seven twenty percent (7.020.0%) of the total gross rental revenues of the Property; (vi) shall have an initial term of not less than three (3) years or greater than ten (10) years, (vii) is for the same use as the current use of the Property, (viii) shall not contain any options for renewal or expansion by the tenant thereunder at rental rates which are either below comparable market levels or less than the rental rates paid by the tenant during initial lease term; and (ix) shall be to a tenant which is experienced, creditworthy and reputable. If Lender consents to any new Lease of space in the Property or the renewal of any existing Lease of space in the Property, at Lender's request, Borrower shall cause the tenant thereunder to execute a subordination and attornment agreement in form and substance satisfactory to Lender contemporaneously with the execution of such Lease. Borrower expressly understands that any and all new or proposed leases or Renewal Leases are included in the definition of "LEASE" or "LEASES" as such terms may be used throughout this Mortgage or any of the other Loan Documents. Notwithstanding anything contained herein to the contrary, Borrower may terminate a Lease without Lender's request in the ordinary course of business if (a) the related tenant is in default and (b) either (x) such Lease is for less than seven twenty percent (7.020.0%) of the then currently occupied and rentable square feet of space at the Property, or (y) Borrower has executed a lease with a replacement tenant for the premises in question. To the extent Lender's consent is required under this PARAGRAPH 7, and the lease in question is for less than 25% of both the gross leaseable area of the Property and the total gross rental revenues of the Property, Borrower shall submit a request to Lender with the following language prominently displayed at the top and on the cover of any such request in allcaps, boldface, 14 point type or larger: "IMMEDIATE RESPONSE REQUIRED, CONSENT DEEMED GIVEN IF NO RESPONSE WITHIN 10 BUSINESS DAYS." If no response has been received within 10 Business Days of Lender's receipt of such request, Borrower shall submit a second request to Lender with the following language prominently displayed at the top and on the cover of any such request in allcaps, boldface, 14 point type or larger: "IMMEDIATE RESPONSE REQUIRED, CONSENT DEEMED GIVEN IF NO RESPONSE WITHIN 5 BUSINESS DAYS." If no response has been received within 5 Business Days of Lender's receipt of such second request, Lender's consent shall be deemed to be given. If at the time one or more Disclosure Documents (as hereinafter defined) are being prepared for a securitization and if requested by Lender, Borrower shall furnish, or shall cause the applicable tenant to furnish, to Lender financial data and/or financial statements in accordance with Regulation AB (as defined in Item 1101(k) of Regulation AB) for any tenant of any Property if, in connection with a securitization, Lender reasonably expects there to be, with respect to such tenant or group of affiliated tenants, a concentration within all of the mortgage loans included or reasonably expected to be included, as applicable, in such securitization such that such tenant or group of affiliated tenants would constitute a Significant Obligor (as defined in Item 1101(k)); provided, however, that in the event the related lease does not require the related tenant to provide the foregoing information, Borrower shall use commercially reasonable efforts to cause the applicable tenant to furnish such information, provided however, that Borrower shall be in default hereunder only for failure to use commercially reasonable efforts to cause such tenant to furnish such information. Notwithstanding anything contained herein or in the other Loan Documents to the contrary, Borrower's compliance with PARAGRAPH 7 of the Senior Mortgage shall be deemed to satisfy the requirements of this PARAGRAPH 7.

PROTECTION OF LENDER'S SECURITY; LEASES. If Borrower fails to pay the Indebtedness or perform the Obligations, or if any action or proceeding is commenced which affects the Property or Lender's interest therein in excess of $35,000, then Lender, at Lender's option, Lender may make such appearances, disburse such sums and take such action as Lender deems necessary, in its sole discretion, to protect the Property or Lender's interest hereintherein, including entry upon the Property to make repairs and perform environmental tests and studies. Any amounts disbursed by Lender pursuant to this PARAGRAPH Paragraph 7 (including attorneys' costs and expenses), with interest thereon at the "DEFAULT RATEDefault Rate" (defined in the Note) from the date of disbursement, shall become additional Indebtedness of Borrower secured by the Loan Documents and shall be due and payable on demand. Nothing contained in this PARAGRAPH Paragraph 7 shall require Lender to incur any expense or take any action hereunder. Borrower shall not be authorized to enter into any ground lease Except in the ordinary course of the Propertyits business, without Lender's prior written approval. Borrower shall not, without Lender's prior written consent, execute, modify, amend, surrender or terminate any Lease, which approval shall not be unreasonably withheld or delayed. All Leases of space in the Property shall be on the form of lease previously approved by Lender with tenants and for a use acceptable to Lender. All Leases of space in the Property executed or renewed after the date hereof must be approved by Lender prior to the execution thereof by Borrower. Notwithstanding anything contained herein Borrower shall not be authorized to the contrary, Borrower may enter into a proposed Lease (including any ground lease of the amendment, renewal or extension of an existing Lease (a "RENEWAL LEASE") Property without the Lender's prior written consent of Lender, provided such proposed Lease or Renewal Lease (i) provides for rental rates and terms comparable to existing local market rates and terms (taking into account the type and quality of the tenant) as of the date such Lease or Renewal Lease is executed by Borrower (unless, in the case of a Renewal Lease, the rent payable during such renewal, or a formula or other method to compute such rent, is provided for in the original Lease), (ii) is an arms-length transaction with a bona fide, independent third party tenant, (iii) is written on the standard form of lease previously approved by Lender, (iv) is not for premises greater than or equal to seven percent (7.0%) of the gross leaseable area of the Property, (v) is not for a rental greater than or equal to seven percent (7.0%) of the total gross rental revenues of the Property; (vi) shall have an initial term of not less than three (3) years or greater than ten (10) years, (vii) is for the same use as the current use of the Property, (viii) shall not contain any options for renewal or expansion by the tenant thereunder at rental rates which are either below comparable market levels or less than the rental rates paid by the tenant during initial lease term; and (ix) shall be to a tenant which is experienced, creditworthy and reputableapproval. If Lender consents to any new Lease of space in the Property or the renewal of any existing Lease of space in the Property, at Lender's request, Borrower shall cause the tenant thereunder to execute a subordination and attornment agreement in form and substance satisfactory to Lender contemporaneously with the execution of such Lease. Borrower expressly understands that any and all new or proposed leases or Renewal Leases are included in the definition of "LEASE" or "LEASES" as such terms may be used throughout this Mortgage or any of the other Loan Documents. Notwithstanding anything contained herein to the contrary, Borrower may terminate a Lease without Lender's request in the ordinary course of business if (a) the related tenant is in default and (b) either (x) such Lease is for less than seven percent (7.0%) of the then currently occupied and rentable square feet of space at the Property, or (y) Borrower has executed a lease with a replacement tenant for the premises in question. To the extent Lender's consent is required under this PARAGRAPH 7, and the lease in question is for less than 25% of both the gross leaseable area of the Property and the total gross rental revenues of the Property, Borrower shall submit a request to Lender with the following language prominently displayed at the top and on the cover of any such request in allcaps, boldface, 14 point type or larger: "IMMEDIATE RESPONSE REQUIRED, CONSENT DEEMED GIVEN IF NO RESPONSE WITHIN 10 BUSINESS DAYS." If no response has been received within 10 Business Days of Lender's receipt of such request, Borrower shall submit a second request to Lender with the following language prominently displayed at the top and on the cover of any such request in allcaps, boldface, 14 point type or larger: "IMMEDIATE RESPONSE REQUIRED, CONSENT DEEMED GIVEN IF NO RESPONSE WITHIN 5 BUSINESS DAYS." If no response has been received within 5 Business Days of Lender's receipt of such second request, Lender's consent shall be deemed to be given. If at the time one or more Disclosure Documents (as hereinafter defined) are being prepared for a securitization and if requested by Lender, Borrower shall furnish, or shall cause the applicable tenant to furnish, to Lender financial data and/or financial statements in accordance with Regulation AB (as defined in Item 1101(k) of Regulation AB) for any tenant of any Property if, in connection with a securitization, Lender reasonably expects there to be, with respect to such tenant or group of affiliated tenants, a concentration within all of the mortgage loans included or reasonably expected to be included, as applicable, in such securitization such that such tenant or group of affiliated tenants would constitute a Significant Obligor (as defined in Item 1101(k)); provided, however, that in the event the related lease does not require the related tenant to provide the foregoing information, Borrower shall use commercially reasonable efforts to cause the applicable tenant to furnish such information, provided however, that Borrower shall be in default hereunder only for failure to use commercially reasonable efforts to cause such tenant to furnish such information. Notwithstanding anything contained herein or in the other Loan Documents to the contrary, Borrower's compliance with PARAGRAPH 7 of the Senior Mortgage shall be deemed to satisfy the requirements of this PARAGRAPH 7.

PROTECTION OF LENDER'S SECURITY; LEASES. If Borrower fails to pay the Indebtedness or perform the Obligations, or if any action or proceeding is commenced which affects the Property or Lender, at Lender's option, Lender may make such appearances, disburse such sums and take such action as Lender deems necessary, in its sole discretion, to protect the Property or Lender's interest herein, including entry upon the Property to make repairs and perform environmental tests and studies. Any amounts disbursed by Lender pursuant to this PARAGRAPH Paragraph 7 (including attorneys' costs and expenses), with interest thereon at the "DEFAULT RATE" (defined in the Note) from the date of disbursement, shall become additional Indebtedness of Borrower secured by the Loan Documents and shall be due and payable on demand. Nothing contained in this PARAGRAPH Paragraph 7 shall require Lender to incur any expense or take any action hereunder. Borrower shall not be authorized to enter into any ground lease of the Property, without Lender's prior written approval. Borrower shall not, without Lender's prior written consent, modify, amend, surrender or terminate any Lease, which approval shall not be unreasonably withheld or delayed. All Leases of space in the Property shall be on the form of lease previously approved by Lender (as modified to include reasonable and customary alterations) with tenants and for a use acceptable to Lender. All Leases of space in the Property executed or renewed after the date hereof must be approved by Lender prior to the execution thereof by BorrowerBorrower which approval shall not to be unreasonably withheld or delayed and shall in any event be communicated to Borrower with 15 Business Days from that date that Lender or its servicing agent receives all information reasonable necessary for Lender to make such determination. In the event Lender fails to communicate its response to Borrower within such 15 Business Days then that Lease shall be deemed approved by Lender. Notwithstanding anything contained herein to the contrary, Borrower may enter into a proposed Lease (including the amendment, renewal or extension of an existing Lease ("a "RENEWAL LEASE")) without the prior written consent of Lender, provided such proposed Lease or Renewal Lease (i) provides for rental rates and terms comparable to existing local market rates and terms (taking into account the type and quality of the tenant) as of the date such Lease or Renewal Lease is executed by Borrower (unless, in the case of a Renewal Lease, the rent payable during such renewal, or a formula or other method to compute such rent, is provided for in the original Lease), (ii) is an arms-length transaction with a bona fide, independent third party tenant, (iii) is written on the standard form of lease previously approved by Lender, (iv) is not for premises greater than or equal to seven ten percent (7.010%) of the gross leaseable area of the Property, (viv) is not for a rental rental, or greater than or equal to seven ten percent (7.010%) of the total gross rental revenues of the Property; (viv) shall have an initial term of not less than three (3) years or greater than ten (10) years, (viivi) is for the same use as the current use of the Property, (viiivii) shall not contain any options for renewal or expansion by the tenant thereunder at rental rates which are either below comparable market levels or less than the rental rates paid by the tenant during initial lease term; and (ixviii) shall be to a tenant which is experienced, creditworthy and reputable. If Lender consents to any new Lease of space in the Property or the renewal of any existing Lease of space in the Property, at Lender's request, Borrower shall cause the tenant thereunder to execute a subordination and attornment agreement in form and substance satisfactory to Lender contemporaneously with the execution of such Lease. Borrower expressly understands that any and all new or proposed leases or Renewal Leases are included in the definition of "LEASELease" or "LEASESLeases" as such terms may be used throughout this Mortgage or any of the other Loan Documents. Notwithstanding anything contained herein to the contrary, Borrower may terminate a Lease without Lender's request in the ordinary course of business if (a) the related tenant is in default and (b) either (x) such Lease is for less than seven percent (7.0%) of the then currently occupied and rentable square feet of space at the Property, or (y) Borrower has executed a lease with a replacement tenant for the premises in question. To the extent Lender's consent is required under this PARAGRAPH 7, and the lease in question is for less than 25% of both the gross leaseable area of the Property and the total gross rental revenues of the Property, Borrower shall submit a request to Lender with the following language prominently displayed at the top and on the cover of any such request in allcaps, boldface, 14 point type or larger: "IMMEDIATE RESPONSE REQUIRED, CONSENT DEEMED GIVEN IF NO RESPONSE WITHIN 10 BUSINESS DAYS." If no response has been received within 10 Business Days of Lender's receipt of such request, Borrower shall submit a second request to Lender with the following language prominently displayed at the top and on the cover of any such request in allcaps, boldface, 14 point type or larger: "IMMEDIATE RESPONSE REQUIRED, CONSENT DEEMED GIVEN IF NO RESPONSE WITHIN 5 BUSINESS DAYS." If no response has been received within 5 Business Days of Lender's receipt of such second request, Lender's consent shall be deemed to be given. If at the time one or more Disclosure Documents (as hereinafter defined) are being prepared for a securitization and if requested by Lender, Borrower shall furnish, or shall cause the applicable tenant to furnish, to Lender financial data and/or financial statements in accordance with Regulation AB (as defined in Item 1101(k) of Regulation AB) for any tenant of any Property if, in connection with a securitization, Lender reasonably expects there to be, with respect to such tenant or group of affiliated tenants, a concentration within all of the mortgage loans included or reasonably expected to be included, as applicable, in such securitization such that such tenant or group of affiliated tenants would constitute a Significant Obligor (as defined in Item 1101(k)); provided, however, that in the event the related lease does not require the related tenant to provide the foregoing information, Borrower shall use commercially reasonable efforts to cause the applicable tenant to furnish such information, provided however, that Borrower shall be in default hereunder only for failure to use commercially reasonable efforts to cause such tenant to furnish such information. Notwithstanding anything contained herein or in the other Loan Documents to the contrary, Borrower's compliance with PARAGRAPH 7 of the Senior Mortgage shall be deemed to satisfy the requirements of this PARAGRAPH 7.

PROTECTION OF LENDER'S SECURITY; LEASES. If Borrower fails to pay the Indebtedness or perform the Obligations, or if any action or proceeding is commenced which affects the Property or Lender, at Lender's option, Lender may make such appearances, disburse such sums and take such action as Lender deems necessary, in its sole discretion, to protect the Property or Lender's interest herein, including entry upon the Property to make repairs and perform environmental tests and studies. Any amounts disbursed by Lender pursuant to this PARAGRAPH 7 (including attorneys' costs and expenses), with interest thereon at the "DEFAULT RATE" (defined in the Note) from the date of disbursement, shall become additional Indebtedness of Borrower secured by the Loan Documents and shall be due and payable on demand. Nothing contained in this PARAGRAPH 7 shall require Lender to incur any expense or take any action hereunder. Borrower shall not be authorized to enter into any ground lease of the Property, without Lender's prior written approval. Borrower shall not, without Lender's prior written consent, modify, amend, surrender or terminate any Lease, which approval shall not be unreasonably withheld or delayed. All Leases of space in the Property shall be on the form of lease previously approved by Lender with tenants and for a use acceptable to Lender. All Leases of space in the Property executed or renewed after the date hereof must be approved by Lender prior to the execution thereof by Borrower. Notwithstanding anything contained herein to the contrary, Borrower may enter into a proposed Lease (including the amendment, renewal or extension of an existing Lease (a "RENEWAL LEASE") without the prior written consent of Lender, provided such proposed Lease or Renewal Lease (i) provides for rental rates and terms comparable to existing local market rates and terms (taking into account the type and quality of the tenant) as of the date such Lease or Renewal Lease is executed by Borrower (unless, in the case of a Renewal Lease, the rent payable during such renewal, or a formula or other method to compute such rent, is provided for in the original Lease), (ii) is an arms-length transaction with a bona fide, independent third party tenant, (iii) is written on the standard form of lease previously approved by Lender, (iv) is not for premises greater than or equal to seven percent (7.0%) of the gross leaseable area of the Property, (v) is not for a rental greater than or equal to seven percent (7.0%) of the total gross rental revenues of the Property; (vi) shall have an initial term of not less than three (3) years or greater than ten (10) years, (vii) is for the same use as the current use of the Property, (viii) shall not contain any options for renewal or expansion by the tenant thereunder at rental rates which are either below comparable market levels or less than the rental rates paid by the tenant during initial lease term; and (ix) shall be to a tenant which is experienced, creditworthy and reputable. If Lender consents to any new Lease of space in the Property or the renewal of any existing Lease of space in the Property, at Lender's request, Borrower shall cause the tenant thereunder to execute a subordination and attornment agreement in form and substance satisfactory to Lender contemporaneously with the execution of such Lease. Borrower expressly understands that any and all new or proposed leases or Renewal Leases are included in the definition of "LEASE" or "LEASES" as such terms may be used throughout this Mortgage or any of the other Loan Documents. Notwithstanding anything contained herein to the contrary, Borrower may terminate a Lease without Lender's request in the ordinary course of business if (a) the related tenant is in default and (b) either (x) such Lease is for less than seven percent (7.0%) of the then currently occupied and rentable square feet of space at the Property, or (y) Borrower has executed a lease with a replacement tenant for the premises in question. To the extent Lender's consent is required under this PARAGRAPH 7, and the lease in question is for less than 25% of both the gross leaseable area of the Property and the total gross rental revenues of the Property, Borrower shall submit a request to Lender with the following language prominently displayed at the top and on the cover of any such request in allcaps, boldface, 14 point type or larger: "IMMEDIATE RESPONSE REQUIRED, CONSENT DEEMED GIVEN IF NO RESPONSE WITHIN 10 BUSINESS DAYS." If no response has been received within 10 Business Days of Lender's receipt of such request, Borrower shall submit a second request to Lender with the following language prominently displayed at the top and on the cover of any such request in allcaps, boldface, 14 point type or larger: "IMMEDIATE RESPONSE REQUIRED, CONSENT DEEMED GIVEN IF NO RESPONSE WITHIN 5 BUSINESS DAYS." If no response has been received within 5 Business Days of Lender's receipt of such second request, Lender's consent shall be deemed to be given. If at the time one or more Disclosure Documents (as hereinafter defined) are being prepared for a securitization and if requested by Lender, Borrower shall furnish, or shall cause the applicable tenant to furnish, to Lender financial data and/or financial statements in accordance with Regulation AB (as defined in Item 1101(k) of Regulation AB) for any tenant of any Property if, in connection with a securitization, Lender reasonably expects there to be, with respect to such tenant or group of affiliated tenants, a concentration within all of the mortgage loans included or reasonably expected to be included, as applicable, in such securitization such that such tenant or group of affiliated tenants would constitute a Significant Obligor (as defined in Item 1101(k)); provided, however, that in the event the related lease does not require the related tenant to provide the foregoing information, Borrower shall use commercially reasonable efforts to cause the applicable tenant to furnish such information, provided however, that Borrower shall be in default hereunder only for failure to use commercially reasonable efforts to cause such tenant to furnish such information. Notwithstanding anything contained herein or in the other Loan Documents to the contrary, Borrower's compliance with PARAGRAPH 7 of the Senior Mortgage shall be deemed to satisfy the requirements of this PARAGRAPH 7.

PROTECTION OF LENDER'S SECURITY; LEASES. If Borrower fails to pay the Indebtedness or perform the ObligationsObligations beyond any applicable notice and cure periods, or if any action or proceeding is commenced which affects the Property or Lender, at Lender's option, Lender may make such appearances, disburse such sums and take such action as Lender deems necessary, in its sole discretion, to protect the Property or Lender's interest herein, including entry upon the Property to make repairs and perform environmental tests and studies. Any amounts disbursed by Lender pursuant to this PARAGRAPH 7 (including reasonable attorneys' costs and expenses), with interest thereon at the "DEFAULT RATE" (defined in the Note) from the date of disbursement, shall become additional Indebtedness of Borrower secured by the Loan Documents and shall be due and payable on demand. Nothing contained in this PARAGRAPH 7 shall require Lender to incur any expense or take any action hereunder. Borrower shall not be authorized to enter into any ground lease of the PropertyProperty (except the lease of individual pad sites at the Property in the ordinary course of business), without Lender's prior written approval. Borrower shall not, without Lender's prior written consent, modify, amend, surrender or terminate any Lease, which approval shall not be unreasonably withheld or delayed. All Leases of space in the Property shall be on the form of lease previously approved by Lender with tenants and for a use acceptable to Lender. All Leases of space in the Property executed or renewed after the date hereof must be approved by Lender prior to the execution thereof by Borrower. Provided no Event of Default has occurred hereunder, Borrower may, in the ordinary course of business and in accordance with all applicable laws, terminate an individual mobile home pad lease at the Property without Lender's consent if the terms thereof have been breached by the tenant thereunder. Additionally, during an MHC Control Period, the Borrower may terminate leases at the Property without the requirement that the lease be violated provided, (i) the lease termination is made in accordance with good business judgment and in compliance with all applicable laws, ordinances and regulations, (ii) the lease termination does not materially impair the Property, (iii) no Event of Default has occurred and is continuing, (iv) the lease termination does not impair the Borrower's ability to repay the Loan, (v) the leases sought to be terminated pursuant to this sentence do not exceed 5.0% of the number of pad site leases at the Property, and (vi) if more than five leases are terminated within 90 days pursuant to this sentence at the Property, written notice of such termination is provided to Lender within 15 days from the date of such termination. Notwithstanding anything contained herein to the contrary, Borrower may enter into a proposed Lease (including the amendment, renewal or extension of an existing Lease (a "RENEWAL LEASE") without the prior written consent of Lender, provided such proposed Lease or Renewal Lease (i) provides for rental rates and terms comparable to existing local market rates and terms (taking into account the type and quality of the tenant) as of the date such Lease or Renewal Lease is executed by Borrower (unless, in the case of a Renewal Lease, the rent payable during such renewal, or a formula or other method to compute such rent, is provided for in the original Lease), (ii) is an arms-length transaction with a bona fide, independent third party tenanttenant (other than any on-site property manager or other employees of the manager of the Property), (iii) is written on the standard form of lease for the Property previously approved by LenderLender (excluding any oral leases entered into in the ordinary course of business), and (iv) is not for premises greater than or equal to seven percent (7.0%) of the gross leaseable area of the Property, (v) is not for a rental greater than or equal to seven percent (7.0%) of the total gross rental revenues of the Property; (vi) shall have an initial term of not less than three (3) years or greater than ten (10) years, (vii) is for the same use as the current use of the Property, (viii) shall not contain any options for renewal or expansion by the tenant thereunder at rental rates which are either below comparable market levels or less than the rental rates paid by the tenant during initial lease term; and (ix) shall be to a tenant which is experienced, creditworthy and reputable. If Lender consents to any new Lease of space in the Property or the renewal of any existing Lease of space in the Property, at Lender's request, Borrower shall cause the tenant thereunder to execute a subordination and attornment agreement in form and substance satisfactory to Lender contemporaneously with the execution of such Lease. Borrower expressly understands that any and all new or proposed leases or Renewal Leases are included in the definition of "LEASE" or "LEASES" as such terms may be used throughout this Mortgage or any of the other Loan Documents. Notwithstanding anything contained herein to the contrary, Borrower may terminate a Lease without Lender's request in the ordinary course of business if (a) the related tenant is in default and (b) either (x) such Lease is for less than seven percent (7.0%) of the then currently occupied and rentable square feet of space at the Property, or (y) Borrower has executed a lease with a replacement tenant for the premises in question. To the extent Lender's consent is required under this PARAGRAPH 7, and the lease in question is for less than 25% of both the gross leaseable area of the Property and the total gross rental revenues of the Property, Borrower shall submit a request to Lender with the following language prominently displayed at the top and on the cover of any such request in allcaps, boldface, 14 point type or larger: "IMMEDIATE RESPONSE REQUIRED, CONSENT DEEMED GIVEN IF NO RESPONSE WITHIN 10 BUSINESS DAYS." If no response has been received within 10 Business Days of Lender's receipt of such request, Borrower shall submit a second request to Lender with the following language prominently displayed at the top and on the cover of any such request in allcaps, boldface, 14 point type or larger: "IMMEDIATE RESPONSE REQUIRED, CONSENT DEEMED GIVEN IF NO RESPONSE WITHIN 5 BUSINESS DAYS." If no response has been received within 5 Business Days of Lender's receipt of such second request, Lender's consent shall be deemed to be given. If at the time one or more Disclosure Documents (as hereinafter defined) are being prepared for a securitization and if requested by Lender, Borrower shall furnish, or shall cause the applicable tenant to furnish, to Lender financial data and/or financial statements in accordance with Regulation AB (as defined in Item 1101(k) of Regulation AB) for any tenant of any Property if, in connection with a securitization, Lender reasonably expects there to be, with respect to such tenant or group of affiliated tenants, a concentration within all of the mortgage loans included or reasonably expected to be included, as applicable, in such securitization such that such tenant or group of affiliated tenants would constitute a Significant Obligor (as defined in Item 1101(k)); provided, however, that in the event the related lease does not require the related tenant to provide the foregoing information, Borrower shall use commercially reasonable efforts to cause the applicable tenant to furnish such information, provided however, that Borrower shall be in default hereunder only for failure to use commercially reasonable efforts to cause such tenant to furnish such information. Notwithstanding anything contained herein or in the other Loan Documents to the contrary, Borrower's compliance with PARAGRAPH 7 of the Senior Mortgage shall be deemed to satisfy the requirements of this PARAGRAPH 7.

PROTECTION OF LENDER'S SECURITY; LEASES. If Borrower fails to pay the Indebtedness or perform the Obligations, or if any action or proceeding is commenced which affects the Property or Lender, at Lender's optionProperty, Lender may make such appearances, disburse such sums and take such action as Lender deems necessary, in its sole discretion, to protect the Property or Lender's interest ’s interests herein, including entry upon the Property to make repairs and perform environmental tests and studies. Any amounts disbursed by Lender pursuant to this PARAGRAPH Paragraph 7 (including attorneys' ’ costs and expenses), with interest thereon at the "DEFAULT RATE" “Default Rate” (defined in the Note) from the date of disbursement, shall become additional Indebtedness of Borrower secured by the Loan Documents and shall be due and payable on demand. Nothing contained in this PARAGRAPH Paragraph 7 shall require Lender to incur any expense or take any action hereunder. Borrower shall not be authorized to enter into any ground lease of the Property, without Lender's ’s prior written approval. Borrower shall not, without Lender's ’s prior written consent, modify, amend, surrender or terminate any Lease, which approval shall not be unreasonably withheld or delayed. All Leases of space in the Property shall be on the form of lease previously approved by Lender with tenants and for a use acceptable to Lender. All Leases of space in the Property executed or renewed after the date hereof must be approved by Lender prior to the execution thereof by Borrower. Notwithstanding anything contained herein to the contrary, Borrower may enter into a proposed Lease (including the amendment, renewal or extension of an existing Lease (a "RENEWAL LEASE"“Renewal Lease”) without the prior written consent of Lender, provided such proposed Lease or Renewal Lease (i) provides for rental rates and terms comparable to existing local market rates and terms (taking into account the type and quality of the tenant) as of the date such Lease or Renewal Lease is executed by Borrower (unless, in the case of a Renewal Lease, the rent payable during such renewal, or a formula or other method to compute such rent, is provided for in the original Lease), (ii) is an arms-length transaction with a bona fide, independent third party tenant, (iii) is written on the standard form of lease previously approved by Lender, (iv) is not for premises greater than or equal to seven ten percent (7.010%) of the gross leaseable area of the Property, (v) is not for a rental greater than or equal to seven ten percent (7.010%) of the total gross rental revenues of the Property; (vi) shall have an initial term of not less than three (3) years or greater than ten (10) years, (vii) is for the same use as the current use of the Property, (viii) shall not contain any options for renewal or expansion by the tenant thereunder at rental rates which are either below comparable market levels or less than the rental rates paid by the tenant during initial lease term; and (ix) shall be to a tenant which is experienced, creditworthy and reputable. If Lender consents to any new Lease of space in the Property or the renewal of any existing Lease of space in the Property, at Lender's ’s request, Borrower shall cause the tenant thereunder to execute a subordination and attornment agreement in form and substance satisfactory to Lender contemporaneously with the execution of such Lease. Borrower expressly understands that any and all new or proposed leases or Renewal Leases are included in the definition of "LEASE" “Lease” or "LEASES" “Leases” as such terms may be used throughout this Mortgage or any of the other Loan Documents. Notwithstanding anything contained herein to the contrary, Borrower may terminate a Lease without Lender's ’s request in the ordinary course of business if (a) the related tenant is in default and (b) either (x) such Lease is for less than seven ten percent (7.010%) of the then currently occupied and rentable square feet of space at the Property, or (y) Borrower has executed a lease with a replacement tenant for the premises in question. To the extent Lender's ’s consent is required under this PARAGRAPH Paragraph 7, and the lease in question is for less than 25% of both the gross leaseable area of the Property and the total gross rental revenues of the Property, Borrower shall submit a request to Lender with the following language prominently displayed at the top and on the cover of any such request in allcaps, boldface, 14 point type or larger: "“IMMEDIATE RESPONSE REQUIRED, CONSENT DEEMED GIVEN IF NO RESPONSE WITHIN 10 BUSINESS DAYS." ” If no response has been received within 10 Business Days of Lender's ’s receipt of such request, Borrower shall submit a second request to Lender with the following language prominently displayed at the top and on the cover of any such request in allcaps, boldface, 14 point type or larger: "“IMMEDIATE RESPONSE REQUIRED, CONSENT DEEMED GIVEN IF NO RESPONSE WITHIN 5 BUSINESS DAYS." ” If no response has been received within 5 Business Days of Lender's ’s receipt of such second request, Lender's ’s consent shall be deemed to be given. If at the time one or more Disclosure Documents (as hereinafter defined) are being prepared for a securitization and if requested by Lender, Borrower shall furnish, or shall cause the applicable tenant to furnish, to Lender financial data and/or financial statements in accordance with Regulation AB (as defined in Item 1101(k) of Regulation AB) for any tenant of any Property if, in connection with a securitization, Lender reasonably expects there to be, with respect to such tenant or group of affiliated tenants, a concentration within all of the mortgage loans included or reasonably expected to be included, as applicable, in such securitization such that such tenant or group of affiliated tenants would constitute a Significant Obligor (as defined in Item 1101(k)); provided, however, that in the event the related lease does not require the related tenant to provide the foregoing information, Borrower shall use commercially reasonable efforts to cause the applicable tenant to furnish such information, provided however, that Borrower shall be in default hereunder only for failure to use commercially reasonable efforts to cause such tenant to furnish such information. Notwithstanding anything contained herein or in the other Loan Documents to the contrary, Borrower's compliance with PARAGRAPH 7 of the Senior Mortgage shall be deemed to satisfy the requirements of this PARAGRAPH 7.