Common use of Leases of the Property Clause in Contracts

Leases of the Property. The Borrower and each Guarantor will give notice to the Agent of any proposed new Lease that would be with a Major Tenant within any Mortgaged Property for the lease of space therein and shall provide to the Agent a copy of the proposed Lease and any and all agreements or documents related thereto, current financial information for the proposed tenant and any guarantor of the proposed Lease and such other information as the Agent may reasonably request (the “Lease Notice”). Neither the Borrower nor any Guarantor will lease all or any portion of a Mortgaged Property or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or (if Borrower’s or such Guarantor’s consent is required under the terms of such Lease) consent to the assignment or subletting of, or grant any concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any now existing or future Lease without the prior written consent of the Agent; provided, however, with respect to (a) any Lease which is not with a Major Tenant, the Borrower or any Guarantor may enter into any such Lease, or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or granting concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any such Lease, in each case in the ordinary course of business consistent with sound leasing and management practices for similar properties. The Borrower or Guarantors shall furnish the Agent with executed copies of all Leases or amendments thereto hereafter made. The Borrower or Guarantors shall deliver a Payment Direction Letter (as defined in the Cash Collateral Agreement) to each new tenant of a Lease entered into after the date hereof. To the extent the Agent’s approval or consent is required pursuant to this §7.13, Agent’s approval shall be deemed granted in the event the Agent fails to respond to the Borrower’s request within ten (10) Business Days if (A) Borrower has delivered to Agent the applicable documents, with the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN TEN (10) BUSINESS 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) Agent does not approve or reject (with a reasonable explanation) the applicable request within ten (10) Business Days from the date Agent receives the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service (e.g., federal express) that the same has been delivered. In the event that any tenant provides a letter of credit as a security deposit or other credit support for a Lease, Borrower shall promptly notify Agent in writing and at the request of Agent shall cause such letter of credit to name Agent as the beneficiary and to be delivered to Agent, and Borrower shall execute or cause the applicable Subsidiary Guarantor to execute such other documents relating thereto as Agent may reasonably require.

Leases of the Property. The Borrower shall comply with and each Guarantor will give notice to the Agent of observe Borrower's obligations as landlords under any proposed new Lease that would be with a Major Tenant within any Mortgaged Property for the lease of space therein and shall provide to the Agent a copy leases of the proposed Lease and Property or any and part thereof. Borrower shall furnish Ocwen with executed copies of all agreements or documents related thereto, current financial information for the proposed tenant and any guarantor non-residential leases hereafter made of the proposed Lease and such other information as the Agent may reasonably request (the “Lease Notice”). Neither the Borrower nor any Guarantor will lease all or any portion part of the Property, and all non-residential leases hereafter entered into will be subject to Ocwen's prior written approval, which approval shall not be unreasonably withheld. Borrower shall provide copies of all residential leases to Ocwen within thirty (30) Business Days after Ocwen's request therefore. Unless otherwise directed by Ocwen and except for non-residential leases, all leases of the Property made after the date hereof shall specifically provide that such leases are subordinate to this Instrument; that the tenant attorns to Ocwen or the Ocwen Affiliates, such attornment to be effective upon Ocwen's or the Ocwen Affiliates' acquisition of title to the Property; that the tenant agrees to execute such further evidences of attornment as Ocwen or the Ocwen Affiliates may from time to time request; and that the attornment of the tenant shall not be terminated by foreclosure. In addition, all lessees (other than lessees under residential leases) of all or any part of the Property shall execute a Mortgaged Property Subordination, Attornment and Non-Disturbance and Estoppel Certificate in substantially the same form attached hereto as Exhibit B or amendas agreed to by Ocwen or the Ocwen Affiliates. Except for residential leases amended, supplement or otherwise modifymodified, terminate or cancelexecuted, surrendered, or accept the surrender of, or (if Borrower’s or such Guarantor’s consent is required under the terms of such Lease) consent to the assignment or subletting of, or grant any concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any now existing or future Lease without the prior written consent of the Agent; provided, however, with respect to (a) any Lease which is not with a Major Tenant, the Borrower or any Guarantor may enter into any such Lease, or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or granting concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any such Lease, in each case terminated in the ordinary course of business consistent with sound leasing and management practices for similar properties. The Borrower's business, Borrower shall not, without Ocwen's written consent, which consent shall not be unreasonably withheld, execute, modify, surrender or Guarantors shall furnish the Agent with executed copies terminate, either orally or in writing, any lease hereafter made of all Leases or amendments thereto hereafter made. The Borrower any part of the Property, permit an assignment or Guarantors shall deliver sublease of such a Payment Direction Letter (as defined in the Cash Collateral Agreement) to each new tenant of a Lease entered into after the date hereof. To the extent the Agent’s approval lease, or request or consent is required pursuant to the subordination of any lease of all or any part of the Property to any lien subordinate to this §7.13, Agent’s approval shall be deemed granted in the event the Agent fails to respond to the Borrower’s request within ten (10) Business Days if (A) Instrument. If Borrower has delivered to Agent the applicable documents, with the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN TEN (10) BUSINESS 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) Agent does not approve or reject (with a reasonable explanation) the applicable request within ten (10) Business Days from the date Agent receives the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service (e.g., federal express) that the same has been delivered. In the event becomes aware that any tenant provides (other than a letter of credit as a security deposit residential tenant) proposes to do, or other credit support for a Leaseis doing, any act or thing which may give rise to any right to set-off against rent, Borrower shall promptly (a) take such steps as shall be reasonably calculated to prevent the accrual of any right to a set-off against rent, (b) notify Agent in writing Ocwen thereof and at of the request amount of Agent said set-offs, and (c) within ten days after such accrual, reimburse the tenant who shall cause have acquired such letter of credit right to name Agent set-off or take such other steps as the beneficiary shall effectively discharge such set-off and as shall assure that rents thereafter due shall continue to be delivered to Agent, and Borrower shall execute payable without set-off or cause the applicable Subsidiary Guarantor to execute such other documents relating thereto as Agent may reasonably requirededuction.

Leases of the Property. The Borrower shall comply with and each Guarantor will give notice to the Agent of observe Borrower's obligations as landlords under any proposed new Lease that would be with a Major Tenant within any Mortgaged Property for the lease of space therein and shall provide to the Agent a copy leases of the proposed Lease and Property or any and part thereof. Borrower shall furnish Ocwen with executed copies of all agreements or documents related thereto, current financial information for the proposed tenant and any guarantor non-residential leases hereafter made of the proposed Lease and such other information as the Agent may reasonably request (the “Lease Notice”). Neither the Borrower nor any Guarantor will lease all or any portion part of the Property, and all non-residential leases hereafter entered into will be subject to Ocwen's prior written approval, which approval shall not be unreasonably withheld. Borrower shall provide copies of all residential leases to Ocwen within thirty (30) Business Days after Ocwen's request therefore. Unless otherwise directed by Ocwen and except for non-residential leases, all leases of the Property made after the date hereof shall specifically provide that such leases are subordinate to this Instrument; that the tenant attorns to Ocwen, such attornment to be effective upon Ocwen's acquisition of title to the Property; that the tenant agrees to execute such further evidences of attornment as Ocwen may from time to time request; and that the attornment of the tenant shall not be terminated by foreclosure. In addition, all lessees (other than lessees under residential leases) of all or any part of the Property shall execute a Mortgaged Property Subordination, Attornment and Non-Disturbance and Estoppel Certificate in substantially the same form attached hereto as Exhibit B or amendas agreed to by Ocwen. Except for residential leases amended, supplement or otherwise modifymodified, terminate or cancelexecuted, surrendered, or accept the surrender of, or (if Borrower’s or such Guarantor’s consent is required under the terms of such Lease) consent to the assignment or subletting of, or grant any concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any now existing or future Lease without the prior written consent of the Agent; provided, however, with respect to (a) any Lease which is not with a Major Tenant, the Borrower or any Guarantor may enter into any such Lease, or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or granting concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any such Lease, in each case terminated in the ordinary course of business consistent with sound leasing and management practices for similar properties. The Borrower's business, Borrower shall not, without Ocwen's written consent, which consent shall not be unreasonably withheld, execute, modify, surrender or Guarantors shall furnish the Agent with executed copies terminate, either orally or in writing, any lease hereafter made of all Leases or amendments thereto hereafter made. The Borrower any part of the Property, permit an assignment or Guarantors shall deliver sublease of such a Payment Direction Letter (as defined in the Cash Collateral Agreement) to each new tenant of a Lease entered into after the date hereof. To the extent the Agent’s approval lease, or request or consent is required pursuant to the subordination of any lease of all or any part of the Property to any lien subordinate to this §7.13, Agent’s approval shall be deemed granted in the event the Agent fails to respond to the Borrower’s request within ten (10) Business Days if (A) Instrument. If Borrower has delivered to Agent the applicable documents, with the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN TEN (10) BUSINESS 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) Agent does not approve or reject (with a reasonable explanation) the applicable request within ten (10) Business Days from the date Agent receives the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service (e.g., federal express) that the same has been delivered. In the event becomes aware that any tenant provides (other than a letter of credit as a security deposit residential tenant) proposes to do, or other credit support for a Leaseis doing, any act or thing which may give rise to any right to set-off against rent, Borrower shall promptly (a) take such steps as shall be reasonably calculated to prevent the accrual of any right to a set-off against rent, (b) notify Agent in writing Ocwen thereof and at of the request amount of Agent said set-offs, and (c) within ten days after such accrual, reimburse the tenant who shall cause have acquired such letter of credit right to name Agent set-off or take such other steps as the beneficiary shall effectively discharge such set-off and as shall assure that rents thereafter due shall continue to be delivered to Agent, and Borrower shall execute payable without set-off or cause the applicable Subsidiary Guarantor to execute such other documents relating thereto as Agent may reasonably requirededuction.

Leases of the Property. The As used in this paragraph 13, the word “lease” shall mean “sublease” if the Instrument encumbers a leasehold interest. Borrower shall comply with and each Guarantor will give notice to the Agent of any proposed new Lease that would be with a Major Tenant within any Mortgaged Property for the lease of space therein and shall provide to the Agent a copy observe Borrower’s obligations as landlord under all leases of the proposed Lease and Property or any and all agreements or documents related thereto, current financial information for the proposed tenant and any guarantor of the proposed Lease and such other information as the Agent may reasonably request (the “Lease Notice”)part thereof. Neither the Borrower nor any Guarantor will not lease all or any portion of a Mortgaged the Property or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or (if Borrower’s or such Guarantor’s consent is required under the terms of such Lease) consent to the assignment or subletting of, or grant any concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any now existing or future Lease without except with the prior written consent approval of the Agent; providedLender. Borrower, howeverat Lender’s request, with respect to (a) any Lease which is not with a Major Tenant, the Borrower or any Guarantor may enter into any such Lease, or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or granting concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any such Lease, in each case in the ordinary course of business consistent with sound leasing and management practices for similar properties. The Borrower or Guarantors shall furnish the Agent Lender with executed copies of all Leases leases now existing or amendments thereto hereafter mademade of all or any part of the Property, and all leases now or hereafter entered into will be in form and substance subject to the approval of Lender. The Borrower All leases of the Property shall specifically provide that such leases are subordinate to the Instrument; that the tenant will, upon request, attorn to Lender or Guarantors shall deliver a Payment Direction Letter (as defined in any purchaser of the Cash Collateral Agreement) to each new tenant Property at foreclosure or following issuance of a Lease entered into deed-in-lieu of foreclosure; that the tenant agrees to execute such further evidences of attornment as Lender may from time to time request, and that Lender may, at Lender’s option, accept or reject such attornments; that the leases shall not be modified without Lender’s prior written approval; that the tenant shall pay rent to Lender after the date hereof. To the extent the Agent’s approval notification of a Default hereunder; and that Lender, or consent is required pursuant to this §7.13, Agent’s approval shall be deemed granted its successors in the event of a foreclosure or deed-in-lieu of foreclosure of the Agent fails to respond interest secured by the Instrument, shall not be liable for (i) any default existing prior to the Borrowerdate upon which Lender or any such successor obtains title to the Property, (ii) rents paid more than one month in advance, or (iii) any offsets or defenses against any prior landlord. Borrower shall not, without Lender’s written consent, execute, modify, surrender or terminate, either orally or in writing, any lease now existing or hereafter made of all or any part of the Property, permit an assignment or sublease of such a lease without Lender’s written consent or request or consent to the subordination of any lease of all or any part of the Property to any lien subordinate to the Instrument. If Borrower becomes aware that my tenant proposes to do, or is doing, any act or thing which may give rise to any right of set-off against rent, Borrower shall (i) take such steps as shall be reasonably calculated to prevent the accrual of any right to a set-off against rent, (ii) notify Lender thereof and of the amount of said set-offs, and (iii) within ten (10) Business Days if (A) Borrower has delivered days after such accrual, reimburse the tenant who shall have acquired such right to Agent set- off or take such other steps as shall effectively discharge such set-off and as shall assure that rents thereafter due shall continue to be payable without set-off or deduction. Notwithstanding the applicable documentsgeneral assignment of all leases hereunder, with the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN TEN (10) BUSINESS 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) Agent does not approve or reject (with a reasonable explanation) the applicable upon written request within ten (10) Business Days from the date Agent receives the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service (e.g., federal express) that the same has been delivered. In the event that any tenant provides a letter of credit as a security deposit or other credit support for a LeaseLender, Borrower shall promptly notify Agent assign to Lender, by written instrument satisfactory to Lender, all leases now existing or hereafter made of all or any part of the Property and all security deposits made by tenants in writing connection with such leases of the Property. Upon assignment by Borrower to Lender of any leases of the Property, Lender shall have all of the rights and at powers possessed by Borrower prior to such assignment and Lender shall have the request of Agent shall cause right to modify, extend or terminate such letter of credit to name Agent as the beneficiary existing leases and to be delivered to Agentexecute new leases, and Borrower shall execute or cause the applicable Subsidiary Guarantor to execute such other documents relating thereto as Agent may reasonably requirein Lender’s sole discretion.

Leases of the Property. The Borrower As used in this paragraph 16, the word "lease" shall mean "sublease" if this Instrument is on a leasehold. Grantor shall comply with and each Guarantor will give notice to the Agent of any proposed new Lease that would be with a Major Tenant within any Mortgaged Property for the lease of space therein and shall provide to the Agent a copy observe Grantor's obligations as landlord under all leases of the proposed Lease and Property or any and all agreements or documents related theretopart thereof. Except as provided in the Master Agreement, current financial information for the proposed tenant and any guarantor of the proposed Lease and such other information as the Agent may reasonably request (the “Lease Notice”). Neither the Borrower nor any Guarantor Grantor will not lease all or any portion of a Mortgaged the Property or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or (if Borrower’s or such Guarantor’s consent is required under the terms of such Lease) consent to the assignment or subletting of, or grant any concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any now existing or future Lease without for non-residential use except with the prior written consent approval of the Agent; providedLender. Grantor, howeverat Lender's request, with respect to (a) any Lease which is not with a Major Tenant, the Borrower or any Guarantor may enter into any such Lease, or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or granting concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any such Lease, in each case in the ordinary course of business consistent with sound leasing and management practices for similar properties. The Borrower or Guarantors shall furnish the Agent Lender with executed copies of all Leases leases now existing or amendments thereto hereafter mademade of all or any part of the Property, and all leases now or hereafter entered into will be in form and substance subject to the approval of Lender. The Borrower or Guarantors shall deliver a Payment Direction Letter (as defined in All leases of the Cash Collateral Agreement) to each new tenant of a Lease Property entered into after the date hereofhereof (including, without limitation, any renewals, extensions, or modifications of existing leases) shall specifically provide that such leases are subordinate to this Instrument; that the tenant attorns to Lender, such attornment to be effective upon Lender's acquisition of title to the Property; that the tenant agrees to execute such further evidences of attornment as Lender may from time to time request; that the attornment of the tenant shall not be terminated by foreclosure; and that Lender may, at Lender's option, accept or reject such attornments. To Grantor shall not, without Lender's written consent, execute, modify, surrender or terminate, either orally or in writing, any lease now existing or hereafter made of all or any part of the extent the Agent’s approval Property providing for a term of three years or more, permit an assignment or sublease of such a lease without Lender's written consent, or request or consent is required pursuant to the subordination of any lease of all or any part of the Property to any lien subordinate to this §7.13, Agent’s approval shall be deemed granted in the event the Agent fails to respond to the Borrower’s request within ten (10) Business Days if (A) Borrower has delivered to Agent the applicable documents, with the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN TEN (10) BUSINESS 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) Agent does not approve or reject (with a reasonable explanation) the applicable request within ten (10) Business Days from the date Agent receives the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service (e.g., federal express) that the same has been deliveredInstrument. In the event If Grantor becomes aware that any tenant provides proposes to do, or is doing, any act or thing which may give rise to any right of set-off against rent, Grantor shall (i) take such steps as shall be reasonably calculated to prevent the accrual of any right to a letter set-off against rent, (ii) notify Lender thereof and of credit the amount of said set-offs, and (iii) within ten days after such accrual, reimburse the tenant who shall have acquired such right to set-off or take such other steps as a security deposit or other credit support for a Lease, Borrower shall promptly notify Agent in writing effectively discharge such set-off and at the request of Agent as shall cause such letter of credit to name Agent as the beneficiary and assure that rents thereafter due shall continue to be delivered payable without set-off or deduction. Upon Lender's request, Grantor shall assign to AgentLender, by written instrument satisfactory to Lender, all leases now existing or hereafter made of all or any part of the Property and Borrower shall execute or cause all security deposits made by tenants in connection with such leases of the applicable Subsidiary Guarantor to execute such other documents relating thereto as Agent may reasonably requireProperty.

Leases of the Property. The Borrower shall comply with and each Guarantor observe ---------------------- Borrower's obligations as landlord under all Leases of the Property or any part thereof. All Leases now or hereafter entered into will give notice be in form and substance subject to the Agent approval of any proposed new Lease METLIFE. All Leases of the Property shall specifically provide that would such Leases are subordinate to this Mortgage; that the tenant attorns to METLIFE, such attornment to be with a Major Tenant within any Mortgaged Property for the lease effective upon METLIFE's acquisition of space therein and shall provide title to the Agent a copy Property; that the tenant agrees to execute such further evidences of attornment as METLIFE may from time to time request; that the attornment of the proposed Lease tenant shall not be terminated by foreclosure; and any and all agreements that METLIFE may, at METLIFE's option, accept or documents related theretoreject such attornments. Borrower shall not, current financial information for the proposed tenant and any guarantor of the proposed Lease and such other information as the Agent may reasonably without METLIFE's written consent, request (the “Lease Notice”). Neither the Borrower nor any Guarantor will lease all or any portion of a Mortgaged Property or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or (if Borrower’s or such Guarantor’s consent is required under the terms of such Lease) consent to the assignment or subletting of, or grant any concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any now existing or future Lease without the prior written consent of the Agent; provided, however, with respect to (a) any Lease which is not with a Major Tenant, the Borrower or any Guarantor may enter into any such Lease, or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment subordination of any Lease of all or subletting ofany part of the Property to any lien subordinate to this Mortgage. If ▇▇▇▇▇▇▇▇ becomes aware that any tenant proposes to do, or granting concessions is doing, any act or thing which may give rise to or waive any right of set-off against rent, Borrower shall (i) take such steps as shall be reasonably calculated to prevent the performance accrual of any obligations right to a set-off against rent, (ii) immediately notify METLIFE thereof in writing and of any tenantthe amount of said set-offs, lessee or licensee under, any such Lease, in each case in the ordinary course of business consistent with sound leasing and management practices for similar properties. The Borrower or Guarantors shall furnish the Agent with executed copies of all Leases or amendments thereto hereafter made. The Borrower or Guarantors shall deliver a Payment Direction Letter (as defined in the Cash Collateral Agreementiii) to each new tenant of a Lease entered into after the date hereof. To the extent the Agent’s approval or consent is required pursuant to this §7.13, Agent’s approval shall be deemed granted in the event the Agent fails to respond to the Borrower’s request within ten (10) Business Days if (A) days after such accrual, reimburse the tenant who shall have acquired such right to set-off or take such other steps as shall effectively discharge such setoff and as shall assure that rents thereafter due shall continue to be payable without set-off or deduction. Upon METLIFE's receipt of notice of the occurrence of any default or violation by Borrower has delivered of any of its obligations under the Leases, METLIFE shall have the immediate right, but not the duty or obligation, without prior written notice to Agent Borrower or to any third party, to enter upon the applicable documentsProperty and to take such actions as METLIFE may deem necessary to cure the default or violation by Borrower under the Leases. The costs incurred by METLIFE in taking any such actions pursuant to this paragraph shall become part of the Indebtedness, with shall bear interest at the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN TEN (10) BUSINESS DAYS FROM RECEIPT SHALL BE DEEMED TO BE LENDER’S APPROVAL” prominently displayed in bold, all caps and fourteen (14) point or larger font rate provided in the transmittal letter requesting approval and (B) Agent does not approve or reject (with a reasonable explanation) the applicable request within ten (10) Business Days from the date Agent receives the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service (e.g., federal express) that the same has been delivered. In the event that any tenant provides a letter of credit as a security deposit or other credit support for a Lease, Borrower shall promptly notify Agent in writing and at the request of Agent shall cause such letter of credit to name Agent as the beneficiary and to be delivered to AgentNote, and shall be payable by Borrower to METLIFE on demand. METLIFE shall execute have no liability to Borrower or cause the applicable Subsidiary Guarantor to execute such other documents relating thereto as Agent may reasonably requireany third party for any actions taken by METLIFE or not taken pursuant to this paragraph.

Leases of the Property. The As used in this paragraph 13, the word "lease" shall mean "sublease" if the Instrument encumbers a leasehold interest. Borrower shall comply with and each Guarantor will give notice to the Agent of any proposed new Lease that would be with a Major Tenant within any Mortgaged Property for the lease of space therein and shall provide to the Agent a copy observe Borrower's obligations as landlord under all leases of the proposed Lease and Property or any and all agreements or documents related thereto, current financial information for the proposed tenant and any guarantor of the proposed Lease and such other information as the Agent may reasonably request (the “Lease Notice”)part thereof. Neither the Borrower nor any Guarantor will not lease all or any portion of a Mortgaged the Property or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or (if Borrower’s or such Guarantor’s consent is required under the terms of such Lease) consent to the assignment or subletting of, or grant any concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any now existing or future Lease without except with the prior written consent approval of the Agent; providedLender. Borrower, howeverat Lender's request, with respect to (a) any Lease which is not with a Major Tenant, the Borrower or any Guarantor may enter into any such Lease, or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or granting concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any such Lease, in each case in the ordinary course of business consistent with sound leasing and management practices for similar properties. The Borrower or Guarantors shall furnish the Agent Lender with executed copies of all Leases leases now existing or amendments thereto hereafter mademade of all or any part of the Property, and all leases now or hereafter entered into will be in form and substance subject to the approval of Lender. The Borrower All leases of the Property shall specifically provide that such leases are subordinate to the Instrument; that the tenant will, upon request, attorn to Lender or Guarantors shall deliver a Payment Direction Letter (as defined in any purchaser of the Cash Collateral Agreement) to each new tenant Property at foreclosure or following issuance of a Lease entered into deed-in-lieu of foreclosure; that the tenant agrees to execute such further evidences of attornment as Lender may from time to time request, and that Lender may, at Lender's option, accept or reject such attornments; that the leases shall not be modified without Lender's prior written approval; that the tenant shall pay rent to Lender after the date hereof. To the extent the Agent’s approval notification of a Default hereunder; and that Lender, or consent is required pursuant to this §7.13, Agent’s approval shall be deemed granted its successors in the event of a foreclosure or deed-in-lieu of foreclosure of the Agent fails to respond interest secured by the Instrument, shall not be liable for (i) any default existing prior to the Borrower’s date upon which Lender or any such successor obtains title to the Property, (ii) rents paid more than one month in advance, or (iii) any offsets or defenses against any prior landlord. Borrower shall not, without Lender's written consent, execute, modify, surrender or terminate, either orally or in writing, any lease now existing or hereafter made of all or any part of the Property, permit an assignment or sublease of such a lease without Lender's written consent, or request or consent to the subordination of any lease of all or any part of the Property to any lien subordinate to the Instrument. If Borrower becomes aware that any tenant proposes to do, or is doing, any act or thing which may give rise to any right of set-off against rent, Borrower shall (i) take such steps as shall be reasonably calculated to prevent the accrual of any right to a set-off against rent, (ii) notify Lender thereof and of the amount of said set-offs, and (iii) within ten (10) Business Days if (A) Borrower has delivered days after such accrual, reimburse the tenant who shall have acquired such right to Agent set-off or take such other steps as shall effectively discharge such set-off and as shall assure that rents thereafter due shall continue to be payable without set-off or deduction. Notwithstanding the applicable documentsgeneral assignment of all leases hereunder, with the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN TEN (10) BUSINESS 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) Agent does not approve or reject (with a reasonable explanation) the applicable upon written request within ten (10) Business Days from the date Agent receives the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service (e.g., federal express) that the same has been delivered. In the event that any tenant provides a letter of credit as a security deposit or other credit support for a LeaseLender, Borrower shall promptly notify Agent assign to Lender, by written instrument satisfactory to Lender, all leases now existing or hereafter made of all or any part of the Property and all security deposits made by tenants in writing connection with such leases of the Property. Upon assignment by Borrower to Lender of any leases of the Property, Lender shall have all of the rights and at powers possessed by Borrower prior to such assignment and Lender shall have the request of Agent shall cause right to modify, extend or terminate such letter of credit to name Agent as the beneficiary existing leases and to be delivered to Agentexecute new leases, and Borrower shall execute or cause the applicable Subsidiary Guarantor to execute such other documents relating thereto as Agent may reasonably requirein Lender's sole discretion.

Leases of the Property. The Borrower shall comply with and each Guarantor observe Borrower’s obligations as landlord under all Leases of the Property or any part thereof. All Leases now or hereafter entered into will give notice be in form and substance subject to the Agent approval of any proposed new Lease Bank. All Leases of the Property shall specifically provide that would such Leases are subordinate to this Instrument; that the tenant attorns to Bank, such attornment to be with a Major Tenant within any Mortgaged Property for the lease effective upon Bank’s acquisition of space therein and shall provide title to the Agent a copy Property; that the tenant agrees to execute such further evidences of attornment as Bank may from time to time request; that the attornment of the proposed Lease tenant shall not be terminated by foreclosure; and any and all agreements that Bank may, at Bank’s option, accept or documents related theretoreject such attornments. Borrower shall not, current financial information for the proposed tenant and any guarantor of the proposed Lease and such other information as the Agent may reasonably without Bank’s written consent, request (the “Lease Notice”). Neither the Borrower nor any Guarantor will lease all or any portion of a Mortgaged Property or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or (if Borrower’s or such Guarantor’s consent is required under the terms of such Lease) consent to the assignment or subletting of, or grant any concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any now existing or future Lease without the prior written consent of the Agent; provided, however, with respect to (a) any Lease which is not with a Major Tenant, the Borrower or any Guarantor may enter into any such Lease, or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment subordination of any Lease of all or subletting ofany part of the Property to any lien subordinate to this Instrument. If Borrower becomes aware that any tenant proposes to do, or granting concessions is doing, any act or thing which may give rise to or waive any right of set-off against rent, Borrower shall (a) take such steps as shall be reasonably calculated to prevent the performance accrual of any obligations right to a set-off against rent, (b) immediately notify Bank thereof in writing and of any tenant, lessee or licensee under, any such Lease, in each case in the ordinary course amount of business consistent with sound leasing said setoffs and management practices for similar properties. The Borrower or Guarantors shall furnish the Agent with executed copies of all Leases or amendments thereto hereafter made. The Borrower or Guarantors shall deliver a Payment Direction Letter (as defined in the Cash Collateral Agreementc) to each new tenant of a Lease entered into after the date hereof. To the extent the Agent’s approval or consent is required pursuant to this §7.13, Agent’s approval shall be deemed granted in the event the Agent fails to respond to the Borrower’s request within ten (10) Business Days if (A) days after such accrual, reimburse the tenant who shall have acquired such right to set-off or take such other steps as shall effectively discharge such setoff and as shall assure that rents thereafter due shall continue to be payable without set-off or deduction. Upon Bank’s receipt of notice of the occurrence of any default or violation by Borrower has delivered of any of its obligations under the Leases, Bank shall have the immediate right, but not the duty or obligation, without prior written notice to Agent Borrower or to any third party, to enter upon the applicable documentsProperty and to take such actions as Bank may deem necessary to cure the default or violation by Borrower under the Leases. The costs incurred by Bank in taking any such actions pursuant to this paragraph shall become part of the Indebtedness, with shall bear interest at the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN TEN (10) BUSINESS DAYS FROM RECEIPT SHALL BE DEEMED TO BE LENDER’S APPROVAL” prominently displayed in bold, all caps and fourteen (14) point or larger font highest rate provided in the transmittal letter requesting approval Notes and (B) Agent does shall be payable by Borrower to Bank on demand. Bank shall have no liability to Borrower or to any third party for any actions taken by Bank or not approve or reject (with a reasonable explanation) the applicable request within ten (10) Business Days from the date Agent receives the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service (e.g., federal express) that the same has been delivered. In the event that any tenant provides a letter of credit as a security deposit or other credit support for a Lease, Borrower shall promptly notify Agent in writing and at the request of Agent shall cause such letter of credit taken pursuant to name Agent as the beneficiary and to be delivered to Agent, and Borrower shall execute or cause the applicable Subsidiary Guarantor to execute such other documents relating thereto as Agent may reasonably requirethis paragraph.

Leases of the Property. The Borrower shall comply with and each Guarantor observe ---------------------- Borrower's obligations as landlord under all Leases of the Property or any part thereof. All Leases now or hereafter entered into will give notice be in form and substance subject to the Agent approval of any proposed new Lease METLIFE. All Leases of the Property shall specifically provide that would such Leases are subordinate to this Deed; that the tenant attorns to METLIFE, such attornment to be with a Major Tenant within any Mortgaged Property for the lease effective upon METLIFE's acquisition of space therein and shall provide title to the Agent a copy Property; that the tenant agrees to execute such further evidences of attornment as METLIFE may from time to time request; that the attornment of the proposed Lease tenant shall not be terminated by foreclosure; and any and all agreements that METLIFE may, at METLIFE's option, accept or documents related theretoreject such attornments. Borrower shall not, current financial information for the proposed tenant and any guarantor of the proposed Lease and such other information as the Agent may reasonably without METLIFE's written consent, request (the “Lease Notice”). Neither the Borrower nor any Guarantor will lease all or any portion of a Mortgaged Property or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or (if Borrower’s or such Guarantor’s consent is required under the terms of such Lease) consent to the assignment or subletting of, or grant any concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any now existing or future Lease without the prior written consent of the Agent; provided, however, with respect to (a) any Lease which is not with a Major Tenant, the Borrower or any Guarantor may enter into any such Lease, or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment subordination of any Lease of all or subletting ofany part of the Property to any lien subordinate to this Deed. If ▇▇▇▇▇▇▇▇ becomes aware that any tenant proposes to do, or granting concessions is doing, any act or thing which may give rise to or waive any right of set-off against rent, Borrower shall (i) take such steps as shall be reasonably calculated to prevent the performance accrual of any obligations right to a set-off against rent, (ii) immediately notify METLIFE thereof in writing and of any tenantthe amount of said set- offs, lessee or licensee under, any such Lease, in each case in the ordinary course of business consistent with sound leasing and management practices for similar properties. The Borrower or Guarantors shall furnish the Agent with executed copies of all Leases or amendments thereto hereafter made. The Borrower or Guarantors shall deliver a Payment Direction Letter (as defined in the Cash Collateral Agreementiii) to each new tenant of a Lease entered into after the date hereof. To the extent the Agent’s approval or consent is required pursuant to this §7.13, Agent’s approval shall be deemed granted in the event the Agent fails to respond to the Borrower’s request within ten (10) Business Days if (A) days after such accrual, reimburse the tenant who shall have acquired such right to set-off or take such other steps as shall effectively discharge such setoff and as shall assure that rents thereafter due shall continue to be payable without set-off or deduction. Upon METLIFE's receipt of notice of the occurrence of any default or violation by Borrower has delivered of any of its obligations under the Leases, METLIFE shall have the immediate right, but not the duty or obligation, without prior written notice to Agent Borrower or to any third party, to enter upon the applicable documentsProperty and to take such actions as METLIFE may deem necessary to cure the default or violation by Borrower under the Leases. The costs incurred by METLIFE in taking any such actions pursuant to this paragraph shall become part of the Indebtedness, with shall bear interest at the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN TEN (10) BUSINESS DAYS FROM RECEIPT SHALL BE DEEMED TO BE LENDER’S APPROVAL” prominently displayed in bold, all caps and fourteen (14) point or larger font rate provided in the transmittal letter requesting approval and (B) Agent does not approve or reject (with a reasonable explanation) the applicable request within ten (10) Business Days from the date Agent receives the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service (e.g., federal express) that the same has been delivered. In the event that any tenant provides a letter of credit as a security deposit or other credit support for a Lease, Borrower shall promptly notify Agent in writing and at the request of Agent shall cause such letter of credit to name Agent as the beneficiary and to be delivered to AgentNote, and shall be payable by Borrower to METLIFE on demand. METLIFE shall execute have no liability to Borrower or cause the applicable Subsidiary Guarantor to execute such other documents relating thereto as Agent may reasonably requireany third party for any actions taken by METLIFE or not taken pursuant to this paragraph.

Leases of the Property. The Borrower shall comply with and each Guarantor will give notice to the Agent of any proposed new Lease that would be with a Major Tenant within any Mortgaged Property for the lease of space therein and shall provide to the Agent a copy observe Borrower's obligations as landlord under all leases of the proposed Lease and any and all agreements or documents related thereto, current financial information for the proposed tenant and any guarantor of the proposed Lease and such other information as the Agent may reasonably request (the “Lease Notice”). Neither the Borrower nor any Guarantor will lease all Property or any portion of a Mortgaged Property or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or (if Borrower’s or such Guarantor’s consent is required under the terms of such Lease) consent to the assignment or subletting of, or grant any concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any now existing or future Lease without the prior written consent of the Agent; provided, however, with respect to (a) any Lease which is not with a Major Tenant, the part thereof. Borrower or any Guarantor may enter into any such Lease, or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or granting concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any such Lease, in each case in the ordinary course of business consistent with sound leasing and management practices for similar properties. The Borrower or Guarantors shall furnish the Agent Bank with executed copies of all Leases leases now existing or amendments thereto hereafter made. The Borrower or Guarantors shall deliver a Payment Direction Letter (as defined in the Cash Collateral Agreement) to each new tenant future made of a Lease all or any part of the Property, and all leases now or in the future entered into after will be in form and substance subject to the date hereofprior written approval of Bank. To All leases of the extent Property shall specifically provide that such leases are subordinate to this Trust Deed; that the Agent’s approval tenant attorns to Bank, such attornment to be effective upon Bank's acquisition of title to the Property; that the tenant agrees to execute such further evidences of attornment as Bank may from time to time request; that the attornment of tenant shall not be terminated by foreclosure; that the tenant agrees to execute such estoppel certificates in form and substance satisfactory to Bank; and that Bank, at Bank's option, may accept or reject such attornments. Without Bank's written consent, Borrower shall not request or consent is required pursuant to the subordination of any lease of all or any part of the Property to any lien subordinate to this §7.13Trust Deed. If Borrower becomes aware that any tenant proposes to do, Agent’s approval or is doing, any act or thing which may give rise to any right of setoff against rent, Borrower shall (i) take such steps as shall be deemed granted in reasonably calculated to prevent the event accrual of any right to a setoff against rent, (ii) notify Bank thereof and of the Agent fails to respond to the Borrower’s request amount of said setoffs, and (iii) within ten (10) Business Days if (A) Borrower has delivered days after such accrual, reimburse the tenant who shall have acquired such right to Agent the applicable documents, with the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN TEN (10) BUSINESS DAYS FROM RECEIPT SHALL BE DEEMED TO BE LENDER’S APPROVAL” prominently displayed in bold, all caps setoff or take such other steps as shall effectively discharge such setoff and fourteen (14) point or larger font in the transmittal letter requesting approval and (B) Agent does not approve or reject (with a reasonable explanation) the applicable request within ten (10) Business Days from the date Agent receives the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service (e.g., federal express) shall assure that the same has been delivered. In the event that any tenant provides a letter of credit as a security deposit or other credit support for a Lease, Borrower rents thereafter due shall promptly notify Agent in writing and at the request of Agent shall cause such letter of credit to name Agent as the beneficiary and continue to be delivered to Agent, and Borrower shall execute payable without setoff or cause the applicable Subsidiary Guarantor to execute such other documents relating thereto as Agent may reasonably requirededuction.

Leases of the Property. The Borrower shall comply with and each Guarantor will give notice to the Agent of any proposed new Lease that would be with a Major Tenant within any Mortgaged Property for the lease of space therein and shall provide to the Agent a copy observe Borrower's obligations as landlord under all leases of the proposed Lease and Property or any and all agreements or documents related thereto, current financial information for the proposed tenant and any guarantor of the proposed Lease and such other information as the Agent may reasonably request (the “Lease Notice”)part thereof. Neither the Borrower nor any Guarantor will not lease all or any portion of a Mortgaged the Property or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or (if Borrower’s or such Guarantor’s consent is required under the terms of such Lease) consent to the assignment or subletting of, or grant any concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any now existing or future Lease without for non-residential use except with the prior written consent approval of the Agent; providedLender. Borrower, howeverat Lender's request, with respect to (a) any Lease which is not with a Major Tenant, the Borrower or any Guarantor may enter into any such Lease, or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or granting concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any such Lease, in each case in the ordinary course of business consistent with sound leasing and management practices for similar properties. The Borrower or Guarantors shall furnish the Agent Lender with executed copies of all Leases leases now existing or amendments thereto hereafter made. The Borrower made of all or Guarantors shall deliver a Payment Direction Letter (as defined in any part of the Cash Collateral Agreement) to each new tenant of a Lease Property, and all leases now or hereafter entered into after will be in form and substance subject to the date hereofapproval of Lender. To All leases of the extent Property shall specifically provide that such leases are subordinate to this Instrument; that the Agent’s approval tenant attorns to Lender, such attornment to be effective upon Lender's acquisition of title to the Property; that the tenant agrees to execute such further evidences of attornment as Lender may from time to time request; that the attornment of the tenant shall not be terminated by foreclosure; and that Lender may, at Lender's option, accept or reject such attornments. Borrower shall not, without Lender's written consent, execute, modify, surrender or terminate, either orally or in writing, any lease now existing or hereafter made of all or any part of the Property providing for a term of three years or more, permit an assignment or sublease of such a lease without Lender's written consent, or request or consent is required pursuant to the subordination of any lease of all or any part of the Property to any lien subordinate to this §7.13, Agent’s approval shall be deemed granted in the event the Agent fails to respond to the Borrower’s request within ten (10) Business Days if (A) Instrument. If Borrower has delivered to Agent the applicable documents, with the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN TEN (10) BUSINESS 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) Agent does not approve or reject (with a reasonable explanation) the applicable request within ten (10) Business Days from the date Agent receives the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service (e.g., federal express) that the same has been delivered. In the event becomes aware that any tenant provides a letter proposes to do, or is doing, any act or thing which may give rise to any right of credit as a security deposit or other credit support for a Leaseset-off against rent, Borrower shall promptly (i) take such steps as shall be reasonably calculated to prevent the accrual of any right to a set-off against rent, (ii) notify Agent Lender thereof and of the amount of said set-offs, and (iii) within ten days after such accrual, reimburse the tenant who shall have acquired such right to set-off or take such other steps as shall effectively discharge such set-off and as shall assure that rents thereafter due shall continue to be payable without set-off or deduction. SEE SPECIAL RIDER ATTACHED HERETO. Upon Lender's request, Borrower shall assign to Lender, by written instrument satisfactory to Lender, all leases now existing or hereafter made of all or any part of the Property and all security deposits made by tenants in writing connection with such leases of the Property. Upon assignment by Borrower to Lender of any leases of the Property, Lender shall have all of the rights and at powers possessed by Borrower prior to such assignment and Lender shall have the request of Agent shall cause right to modify, extend or terminate such letter of credit to name Agent as the beneficiary existing leases and to be delivered to Agentexecute new leases, and Borrower shall execute or cause the applicable Subsidiary Guarantor to execute such other documents relating thereto as Agent may reasonably requirein Lender's sole discretion.

Leases of the Property. The As of the date hereof, there are no Leases (as hereinafter defined) affecting the Property; however, if there shall be, in the future, Borrower shall comply with and each Guarantor observe Borrower's obligations as landlord under all Leases of the Property or any part thereof. All Leases hereafter entered into will give notice be in form and substance subject to the Agent approval of any proposed new Lease METLIFE, which shall not be unreasonably withheld. All Leases of the Property shall specifically provide that would such Leases are subordinate to this Instrument; that the tenant attorns to METLIFE, such attornment to be with a Major Tenant within any Mortgaged Property for the lease effective upon METLIFE's acquisition of space therein and shall provide title to the Agent a copy Property; that the tenant agrees to execute such further evidences of attornment as METLIFE may from time to time request; that the attornment of the proposed Lease tenant shall not be terminated by foreclosure; and any and all agreements that METLIFE may, at METLIFE's option, accept or documents related theretoreject such attornments. Borrower shall not, current financial information for the proposed tenant and any guarantor of the proposed Lease and such other information as the Agent may reasonably without METLIFE's written consent, request (the “Lease Notice”). Neither the Borrower nor any Guarantor will lease all or any portion of a Mortgaged Property or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or (if Borrower’s or such Guarantor’s consent is required under the terms of such Lease) consent to the assignment or subletting of, or grant any concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any now existing or future Lease without the prior written consent of the Agent; provided, however, with respect to (a) any Lease which is not with a Major Tenant, the Borrower or any Guarantor may enter into any such Lease, or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment subordination of any Lease of all or subletting ofany part of the Property to any lien subordinate to this Instrument. If Borrower becomes aware that any tenant proposes to do, or granting concessions is doing, any act or thing which may give rise to or waive any right of set-off against rent, Borrower shall (i) take such steps as shall be reasonably calculated to prevent the performance accrual of any obligations right to a set-off against rent, (ii) immediately notify METLIFE thereof in writing and of any tenantthe amount of said set-offs, lessee or licensee under, any such Lease, in each case in the ordinary course of business consistent with sound leasing and management practices for similar properties. The Borrower or Guarantors shall furnish the Agent with executed copies of all Leases or amendments thereto hereafter made. The Borrower or Guarantors shall deliver a Payment Direction Letter (as defined in the Cash Collateral Agreementiii) to each new tenant of a Lease entered into after the date hereof. To the extent the Agent’s approval or consent is required pursuant to this §7.13, Agent’s approval shall be deemed granted in the event the Agent fails to respond to the Borrower’s request within ten (10) Business Days if (A) days after such accrual, reimburse the tenant who shall have acquired such right to set-off or take such other steps as shall effectively discharge such setoff and as shall assure that rents thereafter due shall continue to be payable without set-off or deduction. Upon METLIFE's receipt of notice of the occurrence of any default or violation by Borrower has delivered of any of its obligations under the Leases, METLIFE shall have the immediate right, but not the duty or obligation, without prior written notice to Agent Borrower or to any third party, to enter upon the applicable documentsProperty and to take such actions as METLIFE may deem necessary to cure the default or violation by Borrower under the Leases. The costs incurred by METLIFE in taking any such actions pursuant to this paragraph shall become part of the Indebtedness, with shall bear interest at the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN TEN (10) BUSINESS DAYS FROM RECEIPT SHALL BE DEEMED TO BE LENDER’S APPROVAL” prominently displayed in bold, all caps and fourteen (14) point or larger font rate provided in the transmittal letter requesting approval and (B) Agent does not approve or reject (with a reasonable explanation) the applicable request within ten (10) Business Days from the date Agent receives the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service (e.g., federal express) that the same has been delivered. In the event that any tenant provides a letter of credit as a security deposit or other credit support for a Lease, Borrower shall promptly notify Agent in writing and at the request of Agent shall cause such letter of credit to name Agent as the beneficiary and to be delivered to AgentNote, and shall be payable by Borrower to METLIFE on demand. METLIFE shall execute have no liability to Borrower or cause the applicable Subsidiary Guarantor to execute such other documents relating thereto as Agent may reasonably requireany third party for any actions taken by METLIFE or not taken pursuant to this paragraph.

Leases of the Property. As used in this PARAGRAPH 16, the word "lease" shall mean "sublease" if this Instrument is on a leasehold. Trustor shall comply with and observe Trustor's obligations as landlord under all leases of the Property or any part thereof. Except as provided in the Credit Agreement, Trustor will not, without in each instance obtaining the prior written approval of Beneficiary, which consent shall not be unreasonably withheld, but may be conditioned on the delivery by Trustor of a further assignment of rents and leases in recordable form, enter into any Lease. The Borrower and each Guarantor will give notice to the Agent request for approval of any proposed new Lease that would lease shall be made to Beneficiary in writing and Trustor shall furnish to Beneficiary: (i) such biographical and financial information about the proposed tenant as Beneficiary may reasonably require in conjunction with a Major Tenant within any Mortgaged Property for the lease of space therein and shall provide to the Agent its review, (ii) a copy of the proposed Lease form of lease, and any (iii) a summary of the material terms of such proposed lease (including, without limitation, rental terms and all agreements or documents related thereto, current financial information for the proposed tenant and any guarantor term of the proposed Lease lease and such other information as the Agent may reasonably request (the “Lease Notice”any options). Neither the Borrower nor any Guarantor will lease all or any portion of a Mortgaged Property or amendTrustor, supplement or otherwise modifyat Beneficiary's request, terminate or cancel, or accept the surrender of, or (if Borrower’s or such Guarantor’s consent is required under the terms of such Lease) consent to the assignment or subletting of, or grant any concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any now existing or future Lease without the prior written consent of the Agent; provided, however, with respect to (a) any Lease which is not with a Major Tenant, the Borrower or any Guarantor may enter into any such Lease, or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or granting concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any such Lease, in each case in the ordinary course of business consistent with sound leasing and management practices for similar properties. The Borrower or Guarantors shall furnish the Agent Beneficiary with executed copies of all Leases leases hereafter made of all or amendments thereto any part of the Property, and all leases hereafter made. The Borrower or Guarantors shall deliver a Payment Direction Letter (as defined in the Cash Collateral Agreement) to each new tenant of a Lease entered into after will be in form and substance subject to the date hereofapproval of Beneficiary, which approval shall not be unreasonably withheld, conditioned or delayed. To All leases of the extent the Agent’s approval Property (or consent is required pursuant a separate agreement in recordable form and substance satisfactory to Beneficiary) shall specifically provide that such leases are subordinate to this §7.13Instrument; that the tenant thereunder attorns to Beneficiary, Agent’s approval shall such attornment to be deemed granted in the event the Agent fails to respond effective upon Beneficiary's acquisition of title to the Borrower’s request within ten (10) Business Days if (A) Borrower has delivered to Agent the applicable documents, with the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN TEN (10) BUSINESS 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) Agent does not approve or reject (with a reasonable explanation) the applicable request within ten (10) Business Days from the date Agent receives the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service (e.g., federal express) Property; that the same has been delivered. In the event that any tenant provides a letter of credit as a security deposit or other credit support for a Lease, Borrower shall promptly notify Agent in writing and at the request of Agent shall cause such letter of credit to name Agent as the beneficiary and to be delivered to Agent, and Borrower shall execute or cause the applicable Subsidiary Guarantor agrees to execute such other documents relating thereto further evidences of subordination and/or attornment as Agent Beneficiary may reasonably requirefrom time to time request; that the attornment of the tenant shall not be terminated by foreclosure; that in no event shall Beneficiary, as holder of this Instrument or as successor landlord, be liable to the tenant for any act or omission of any prior landlord or for any liability or obligation of any prior landlord occurring prior to the date that Beneficiary or any subsequent owner acquire title to the Property; and that Beneficiary will not disturb the tenant's quiet enjoyment of the Property unless an event of default on the part of the tenant occurs.

Leases of the Property. The As used in this paragraph 16, the word "lease" shall mean "sublease" if this Instrument is on a leasehold. Borrower shall comply with and each Guarantor will give notice to the Agent of any proposed new Lease that would be with a Major Tenant within any Mortgaged Property for the lease of space therein and shall provide to the Agent a copy observe Borrower's obligations as landlord under all leases of the proposed Lease and Property or any and all agreements or documents related thereto, current financial information for the proposed tenant and any guarantor of the proposed Lease and such other information as the Agent may reasonably request (the “Lease Notice”)part thereof. Neither the Borrower nor any Guarantor will not lease all or any portion of a Mortgaged the Property or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or (if Borrower’s or such Guarantor’s consent is required under the terms of such Lease) consent to the assignment or subletting of, or grant any concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any now existing or future Lease without for non-residential use except with the prior written consent approval of the Agent; providedLender. Borrower, howeverat Lender's request, with respect to (a) any Lease which is not with a Major Tenant, the Borrower or any Guarantor may enter into any such Lease, or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or granting concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any such Lease, in each case in the ordinary course of business consistent with sound leasing and management practices for similar properties. The Borrower or Guarantors shall furnish the Agent Lender with executed copies of all Leases leases now existing or amendments thereto hereafter made. The Borrower made of all or Guarantors shall deliver a Payment Direction Letter (as defined in any part of the Cash Collateral Agreement) to each new tenant of a Lease Property, and all leases now or hereafter entered into after will be in form and substance subject to the date hereofapproval of Lender. To All leases of the extent Property shall specifically provide that such leases are subordinate to this Instrument; that the Agent’s approval tenant attorns to Lender, such attornment to be effective upon Lender's acquisition of title to the Property; that the tenant agrees to execute such further evidences of attornment as Lender may from time to time request; that the attornment of the tenant shall not be terminated by foreclosure; and that Lender may, at Lender's option, accept or reject such attornments. Borrower shall not, without Lender's written consent, execute, modify, surrender or terminate, either orally or in writing, any lease now existing or hereafter made of all or any part of the Property providing for a term of three years or more, permit an assignment or sublease of such a lease without Lender's written consent, or request or consent is required pursuant to the subordination of any lease of all or any part of the Property to any lien subordinate to this §7.13, Agent’s approval shall be deemed granted in the event the Agent fails to respond to the Borrower’s request within ten (10) Business Days if (A) Borrower has delivered to Agent the applicable documents, with the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN TEN (10) BUSINESS 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) Agent does not approve or reject (with a reasonable explanation) the applicable request within ten (10) Business Days from the date Agent receives the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service (e.g., federal express) that the same has been deliveredInstrument. In the event If Borrowerbecomes aware that any tenant provides a letter proposes to do, or is doing, any act or thing which may give rise to any right of credit as a security deposit or other credit support for a Leaseset-off against rent, Borrower shall promptly (i) take such steps as shall be reasonably calculated to prevent the accrual of any right to a set-of against rent, (ii) notify Agent Lender thereof and of the amount of said set-offs, and (iii) within ten days after such accrual, reimburse the tenant who shall have acquired such right to set-off or take such other steps as shall effectively discharge such set-off and as shall assure that rents thereafter due shall continue to be payable without set-off or deduction. Upon Lender's request, Borrower shall assign to Lender, by written instrument satisfactory to Lender, all leases now existing or hereafter made of all or any part of the Property and all security deposits made by tenants in writing connection with such leases of the Property. Upon assignment by Borrower to Lender of any leases of the Property, Lender shall have all of the rights and at powers possessed by Borrower prior to such assignment and Lender shall have the request of Agent shall cause right to modify, extend or terminate such letter of credit to name Agent as the beneficiary existing leases and to be delivered to Agentexecute new leases, and Borrower shall execute or cause the applicable Subsidiary Guarantor to execute such other documents relating thereto as Agent may reasonably requirein Lender's sole discretion.

Leases of the Property. The Borrower shall comply with and each Guarantor observe Borrower's obligations as landlord under all Leases of the Property or any part thereof. All Leases hereafter entered into will give notice be in form and substance subject to the Agent approval of any proposed new Lease Lender, which approval shall not be unreasonably withheld. All Leases of the Property hereafter entered into shall specifically provide that would such Leases are subordinate to this Instrument; that the tenant attorns to Lender, such attornment to be with a Major Tenant within any Mortgaged Property for the lease effective upon Lender's acquisition of space therein and shall provide title to the Agent a copy Property; that the tenant agrees to execute such further evidences of attornment as Lender may from time to time request; that the attornment of the proposed Lease tenant shall not be terminated by foreclosure; and any and all agreements that Lender may, at Lender's option, accept or documents related theretoreject such attornments. Borrower shall not, current financial information for the proposed tenant and any guarantor of the proposed Lease and such other information as the Agent may reasonably without Lender's written consent, request (the “Lease Notice”). Neither the Borrower nor any Guarantor will lease all or any portion of a Mortgaged Property or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or (if Borrower’s or such Guarantor’s consent is required under the terms of such Lease) consent to the assignment or subletting of, or grant any concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any now existing or future Lease without the prior written consent of the Agent; provided, however, with respect to (a) any Lease which is not with a Major Tenant, the Borrower or any Guarantor may enter into any such Lease, or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment subordination of any Lease of all or subletting ofany part of the Property to any lien subordinate to this Instrument. If Borrower becomes aware that any tenant proposes to do, or granting concessions is doing, any act or thing which may give rise to or waive any right of set-off against rent, Borrower shall (i) take such steps as shall be reasonably calculated to prevent the performance accrual of any obligations right to a set-off against rent, (ii) immediately notify Lender thereof in writing and of any tenantthe amount of said set-offs, lessee or licensee under, any such Lease, in each case in the ordinary course of business consistent with sound leasing and management practices for similar properties. The Borrower or Guarantors shall furnish the Agent with executed copies of all Leases or amendments thereto hereafter made. The Borrower or Guarantors shall deliver a Payment Direction Letter (as defined in the Cash Collateral Agreementiii) to each new tenant of a Lease entered into after the date hereof. To the extent the Agent’s approval or consent is required pursuant to this §7.13, Agent’s approval shall be deemed granted in the event the Agent fails to respond to the Borrower’s request within ten (10) Business Days if (A) days after such accrual, reimburse the tenant who shall have acquired such right to set-off or take such other steps as shall effectively discharge such setoff and as shall assure that rents thereafter due shall continue to be payable without set-off or deduction. Upon Lenders receipt of notice of the occurrence of any default or violation by Borrower has delivered of any of its obligations under the Leases, Lender shall have the immediate right, but not the duty or obligation, without prior written notice to Agent Borrower or to any third party, to enter upon the applicable documentsProperty and to take such actions as Lender may deem necessary to cure the default or violation by Borrower under the Leases. The costs incurred by Lender in taking any such actions pursuant to this paragraph shall become part of the Indebtedness, with shall bear interest at the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN TEN (10) BUSINESS DAYS FROM RECEIPT SHALL BE DEEMED TO BE LENDER’S APPROVAL” prominently displayed in bold, all caps and fourteen (14) point or larger font rate provided in the transmittal letter requesting approval and (B) Agent does not approve or reject (with a reasonable explanation) the applicable request within ten (10) Business Days from the date Agent receives the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service (e.g., federal express) that the same has been delivered. In the event that any tenant provides a letter of credit as a security deposit or other credit support for a Lease, Borrower shall promptly notify Agent in writing and at the request of Agent shall cause such letter of credit to name Agent as the beneficiary and to be delivered to AgentNote, and shall be payable by Borrower to Lender on demand. Lender shall execute have no liability to Borrower or cause the applicable Subsidiary Guarantor to execute such other documents relating thereto as Agent may reasonably requireany third party for any actions taken by Lender or not taken pursuant to this paragraph.

Leases of the Property. The As used in this paragraph 16, the word "lease" shall mean, "sublease" if this Instrument is on leasehold. Borrower shall comply with and each Guarantor will give notice to the Agent of any proposed new Lease that would be with a Major Tenant within any Mortgaged Property for the lease of space therein and shall provide to the Agent a copy observe Borrower's obligations as landlord under all leases of the proposed Lease and Property or any and all agreements or documents related thereto, current financial information for the proposed tenant and any guarantor of the proposed Lease and such other information as the Agent may reasonably request (the “Lease Notice”)part thereof. Neither the Borrower nor any Guarantor will not lease all or any portion of a Mortgaged the Property or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or (if Borrower’s or such Guarantor’s consent is required under the terms of such Lease) consent to the assignment or subletting of, or grant any concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any now existing or future Lease without for non-residential use except with the prior written consent approval of the Agent; providedLender. Borrower, howeverat Lender's request, with respect to (a) any Lease which is not with a Major Tenant, the Borrower or any Guarantor may enter into any such Lease, or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or granting concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any such Lease, in each case in the ordinary course of business consistent with sound leasing and management practices for similar properties. The Borrower or Guarantors shall furnish the Agent Lender with executed copies of all Leases leases now existing or amendments thereto hereafter made. The Borrower made of all or Guarantors shall deliver a Payment Direction Letter (as defined in any part of the Cash Collateral Agreement) to each new tenant of a Lease Property, and all leases now or hereafter entered into after will be in form and substance subject to the date hereofapproval of Lender. To All leases of the extent Property shall specifically provide that such leases are subordinate to this Instrument; that the Agent’s approval tenant attorns to Lender, such attornment to be effective upon Lender's acquisition of title to the Property; that the tenant agrees to execute such further evidences of attornment as Lender may from time to time request; that the attornment of the tenant shall not be terminated by foreclosure; and that Lender may, at Lender's option, accept or reject such attornments. Borrower shall not, without Lender's written consent, execute, modify, surrender or terminate, either orally or in writing, any lease now existing or hereafter made of all or any part of the Property providing for a term of three years or more, permit an assignment or sublease of such a lease without Lender's written consent, or request or consent is required pursuant to the subordination of any lease of all or any part of the Property to any lien subordinate to this §7.13, Agent’s approval shall be deemed granted in the event the Agent fails to respond to the Borrower’s request within ten (10) Business Days if (A) Instrument. If Borrower has delivered to Agent the applicable documents, with the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN TEN (10) BUSINESS 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) Agent does not approve or reject (with a reasonable explanation) the applicable request within ten (10) Business Days from the date Agent receives the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service (e.g., federal express) that the same has been delivered. In the event becomes aware that any tenant provides a letter proposes to do, or is doing, any act or thing which may give rise to any right of credit as a security deposit or other credit support for a Leaseset-off against rent, Borrower shall promptly (i) take such steps as shall be reasonably calculated to prevent the accrual of any right to a set-off against rent; (ii) notify Agent Lender thereof and of the amount of said set-offs; and (iii) within ten days after such accrual, reimburse the tenant who shall have acquired such right to set-off or take such other steps as shall effectively discharge such set-off and as shall assure that rents thereafter due shall continue to be payable without set-off or deduction. Upon Lender's request, Borrower shall assign to Lender, by written instrument satisfactory to Lender, all leases now existing or hereafter made of all or any part of the Property and all security deposits made by tenants in writing connection with such leases of the Property. Upon assignment by Borrower to Lender of any leases of the Property, Lender shall have all of the rights and at powers possessed by Borrower prior to such assignment and Lender shall have the request of Agent shall cause right to modify, extend or terminate such letter of credit to name Agent as the beneficiary existing leases and to be delivered to Agentexecute new leases, and Borrower shall execute or cause the applicable Subsidiary Guarantor to execute such other documents relating thereto as Agent may reasonably requirein Lender's sole discretion.

Leases of the Property. The Borrower and each Guarantor will give notice to (a) Except as permitted in the Agent Credit Agreement, Grantor shall not enter into any Lease of any proposed new Lease that would be with a Major Tenant within any Mortgaged Property for the lease of space therein and shall provide to the Agent a copy of the proposed Lease and any and all agreements or documents related thereto, current financial information for the proposed tenant and any guarantor of the proposed Lease and such other information as the Agent may reasonably request (the “Lease Notice”). Neither the Borrower nor any Guarantor will lease all or any portion of a Mortgaged the Property or amend, supplement or otherwise modify, or terminate or cancel, or accept the surrender of, or (if Borrower’s or such Guarantor’s consent is required under the terms of such Lease) consent to the assignment or subletting of, or grant any concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any now existing or future Lease of the Property, without the prior written consent of the Agent; providedBeneficiary. Grantor, howeverat Beneficiary’s request, shall furnish Beneficiary with respect to (a) any Lease which is not with a Major Tenant, the Borrower executed copies of all Leases hereafter made of all or any Guarantor part of the Property. Upon Beneficiary’s request, Grantor shall make a separate and distinct assignment to Beneficiary, as additional security, of all Leases hereafter made of all or any part of the Property. (b) There shall be no merger of the leasehold estates created by the Leases with the fee estate of the Land without the prior written consent of Beneficiary. Beneficiary may enter into at any such time and from time to time by specific written instrument intended for the purpose, unilaterally subordinate the lien of this Instrument to any Lease, without joinder or consent of, or notice to, Grantor, any tenant or any other Person, and notice is hereby given to each tenant under a Lease of such right to subordinate. No such subordination shall constitute a subordination to any lien or other encumbrance, whenever arising, or improve the right of any junior lienholder. Nothing herein shall be construed as subordinating this Instrument to any Lease. (c) Grantor hereby appoints Beneficiary its attorney-in-fact, coupled with an interest, empowering Beneficiary to subordinate this Instrument to any Leases. (d) Notwithstanding anything to the contrary contained herein or any of the other Loan Documents, Grantor shall request and obtain the prior written consent of Beneficiary before declaring a default or event of default pursuant to Section 52 (Cross-Collateralization and Cross-Default) of that certain Lease Agreement by and between Grantor and ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Operating Company, LLC, a Delaware limited liability company, dated as of even date herewith, as modified or amended from time to time. (e) Grantor shall not amend, supplement or otherwise modify, or terminate or cancel, or accept cancel the surrender of, or Escrow Agreement without the prior written consent to the assignment or subletting of, or granting concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any such Lease, in each case in the ordinary course of business consistent with sound leasing and management practices for similar properties. The Borrower or Guarantors shall furnish the Agent with executed copies of all Leases or amendments thereto hereafter made. The Borrower or Guarantors shall deliver a Payment Direction Letter (as defined in the Cash Collateral Agreement) to each new tenant of a Lease entered into after the date hereof. To the extent the Agent’s approval or consent is required pursuant to this §7.13, Agent’s approval shall be deemed granted in the event the Agent fails to respond to the Borrower’s request within ten (10) Business Days if (A) Borrower has delivered to Agent the applicable documents, with the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN TEN (10) BUSINESS 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) Agent does not approve or reject (with a reasonable explanation) the applicable request within ten (10) Business Days from the date Agent receives the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service (e.g., federal express) that the same has been delivered. In the event that any tenant provides a letter of credit as a security deposit or other credit support for a Lease, Borrower shall promptly notify Agent in writing and at the request of Agent shall cause such letter of credit to name Agent as the beneficiary and to be delivered to Agent, and Borrower shall execute or cause the applicable Subsidiary Guarantor to execute such other documents relating thereto as Agent may reasonably requireBeneficiary.

Leases of the Property. The As used in this Section 15, the word "Lease" shall include subleases if this Instrument is on a leasehold. Borrower shall comply with and each Guarantor observe Borrower's obligations as landlord under all Leases of the Property or any part thereof. All Leases now or hereafter entered into will give notice be in form and substance subject to the Agent approval of any proposed new Lease METLIFE. All Leases of the Property shall specifically provide that would such Leases are subordinate to this Instrument; that the tenant attorns to METLIFE, such attornment to be with a Major Tenant within any Mortgaged Property for the lease effective upon METLIFE's acquisition of space therein and shall provide title to the Agent a copy Property; that the tenant agrees to execute such further evidences of attornment as METLIFE may from time to time request; that the attornment of the proposed Lease tenant shall not be terminated by foreclosure; and any and all agreements that METLIFE may, at METLIFE's option, accept or documents related theretoreject such attornments. Borrower shall not, current financial information for the proposed tenant and any guarantor of the proposed Lease and such other information as the Agent may reasonably without METLIFE's written consent, request (the “Lease Notice”). Neither the Borrower nor any Guarantor will lease all or any portion of a Mortgaged Property or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or (if Borrower’s or such Guarantor’s consent is required under the terms of such Lease) consent to the assignment or subletting of, or grant any concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any now existing or future Lease without the prior written consent of the Agent; provided, however, with respect to (a) any Lease which is not with a Major Tenant, the Borrower or any Guarantor may enter into any such Lease, or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment subordination of any Lease of all or subletting ofany part of the Property to any lien subordinate to this Instrument. If Borrower becomes aware that any tenant proposes to do, or granting concessions is doing, any act or thing which may give rise to or waive any right of set-off against rent, Borrower shall (i) take such steps as shall be reasonably calculated to prevent the performance accrual of any obligations right to a set-off against rent, (ii) immediately notify METLIFE thereof in writing and of any tenantthe amount of said set-offs, lessee or licensee under, any such Lease, in each case in the ordinary course of business consistent with sound leasing and management practices for similar properties. The Borrower or Guarantors shall furnish the Agent with executed copies of all Leases or amendments thereto hereafter made. The Borrower or Guarantors shall deliver a Payment Direction Letter (as defined in the Cash Collateral Agreementiii) to each new tenant of a Lease entered into after the date hereof. To the extent the Agent’s approval or consent is required pursuant to this §7.13, Agent’s approval shall be deemed granted in the event the Agent fails to respond to the Borrower’s request within ten (10) Business Days if (A) days after such accrual, reimburse the tenant who shall have acquired such right to set-off or take such other steps as shall effectively discharge such setoff and as shall assure that rents thereafter due shall continue to be payable without set-off or deduction. Upon METLIFE's receipt of notice of the occurrence of any default or violation by Borrower has delivered of any of its obligations under the Leases, METLIFE shall have the immediate right, but not the duty or obligation, without prior written notice to Agent Borrower or to any third party, to enter upon the applicable documentsProperty and to take such actions as METLIFE may deem necessary to cure the default or violation by Borrower under the Leases. The costs incurred by METLIFE in taking any such actions pursuant to this paragraph shall become part of the Indebtedness, with shall bear interest at the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN TEN (10) BUSINESS DAYS FROM RECEIPT SHALL BE DEEMED TO BE LENDER’S APPROVAL” prominently displayed in bold, all caps and fourteen (14) point or larger font rate provided in the transmittal letter requesting approval and (B) Agent does not approve or reject (with a reasonable explanation) the applicable request within ten (10) Business Days from the date Agent receives the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service (e.g., federal express) that the same has been delivered. In the event that any tenant provides a letter of credit as a security deposit or other credit support for a Lease, Borrower shall promptly notify Agent in writing and at the request of Agent shall cause such letter of credit to name Agent as the beneficiary and to be delivered to AgentNote, and shall be payable by Borrower to METLIFE on demand. METLIFE shall execute have no liability to Borrower or cause the applicable Subsidiary Guarantor to execute such other documents relating thereto as Agent may reasonably requireany third party for any actions taken by METLIFE or not taken pursuant to this paragraph.

Leases of the Property. The As used in this paragraph 16, the word "lease" shall mean "sublease" if this Instrument is on a leasehold. Borrower shall comply with and each Guarantor will give notice to the Agent of any proposed new Lease that would be with a Major Tenant within any Mortgaged Property for the lease of space therein and shall provide to the Agent a copy observe Borrower's obligations as landlord under all leases of the proposed Lease and Property or any and all agreements or documents related thereto, current financial information for the proposed tenant and any guarantor of the proposed Lease and such other information as the Agent may reasonably request (the “Lease Notice”)part thereof. Neither the Borrower nor any Guarantor will not lease all or any portion of a Mortgaged the Property or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or (if Borrower’s or such Guarantor’s consent is required under the terms of such Lease) consent to the assignment or subletting of, or grant any concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any now existing or future Lease without for non-residential use except with the prior written consent approval of the Agent; providedLender. Borrower, howeverat Lender's request, with respect to (a) any Lease which is not with a Major Tenant, the Borrower or any Guarantor may enter into any such Lease, or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or granting concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any such Lease, in each case in the ordinary course of business consistent with sound leasing and management practices for similar properties. The Borrower or Guarantors shall furnish the Agent Lender with executed copies of all Leases leases now existing or amendments thereto hereafter made. The Borrower made of all or Guarantors shall deliver a Payment Direction Letter (as defined in any part of the Cash Collateral Agreement) to each new tenant of a Lease Property, and all leases now or hereafter entered into after will be in form and substance subject to the date hereofapproval of Lender. To All leases of the extent Property shall specifically provide that such leases are subordinate to this Instrument; that the Agent’s approval tenant attorns to Lender, such attornment to be effective upon Lender's acquisition of title to the Property; that the tenant agrees to execute such further evidences of attornment as Lender may from time to time request; that the attornment of the tenant shall not be terminated by foreclosure; and that Lender may, at Lender's option. accept or reject such attornments. Borrower shall not, without Lender's written consent, execute, modify, surrender or terminate, either orally or in writing, any lease now existing or hereafter made of all or any part of the Property providing for a term of three years or more, permit an assignment or sublease of such a lease without Lender's written consent, or request or consent is required pursuant to the subordination of any lease of all or any part of the Property to any lien subordinate to this §7.13, Agent’s approval shall be deemed granted in the event the Agent fails to respond to the Borrower’s request within ten (10) Business Days if (A) Instrument. If Borrower has delivered to Agent the applicable documents, with the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN TEN (10) BUSINESS 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) Agent does not approve or reject (with a reasonable explanation) the applicable request within ten (10) Business Days from the date Agent receives the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service (e.g., federal express) that the same has been delivered. In the event becomes aware that any tenant provides a letter proposes to do, or is doing, any act or thing which may give rise to any right of credit as a security deposit or other credit support for a Leaseset-off against rent, Borrower shall promptly (i) take such steps as shall be reasonably calculated to prevent the accrual of any right to a set-off against rent, (ii) notify Agent Lender thereof and of the amount of said set-offs, and (iii) within ten days after such accrual, reimburse the tenant who shall have acquired such right to set-off or take such other steps as shall effectively discharge such set-off and as shall assure that rents thereafter due shall continue to be payable without set-off or deduction. Upon Lender's request, Borrower shall assign to Lender, by written instrument satisfactory to Lender, all leases now existing or hereafter made of all or any part of the Property and all security deposits made by tenants in writing connection with such leases of the Property. Upon assignment by Borrower to Lender of any leases of the Property, Lender shall have all of the rights and at powers possessed by Borrower prior to such assignment and Lender shall have the request of Agent shall cause right to modify, extend or terminate such letter of credit to name Agent as the beneficiary existing leases and to be delivered to Agentexecute new leases, and Borrower shall execute or cause the applicable Subsidiary Guarantor to execute such other documents relating thereto as Agent may reasonably requirein Lender's sole discrection.

Leases of the Property. The As used in this Section 15, the word "Lease" shall include subleases if this Instrument is on a leasehold. Borrower shall comply with and each Guarantor observe Borrower's obligations as landlord under all Leases of the Property or any part thereof. All Leases now or hereafter entered into will give notice be in form and substance subject to the Agent approval of any proposed new Lease Bank. All Leases of the Property shall specifically provide that would such Leases are subordinate to this Instrument; that the tenant attorns to Bank, such attornment to be with a Major Tenant within any Mortgaged Property for the lease effective upon Bank's acquisition of space therein and shall provide title to the Agent a copy Property; that the tenant agrees to execute such further evidences of attornment as Bank may from time to time request; that the attornment of the proposed Lease tenant shall not be terminated by foreclosure; and any and all agreements that Bank may, at Bank's option, accept or documents related theretoreject such attornments. Borrower shall not, current financial information for the proposed tenant and any guarantor of the proposed Lease and such other information as the Agent may reasonably without Bank's written consent, request (the “Lease Notice”). Neither the Borrower nor any Guarantor will lease all or any portion of a Mortgaged Property or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or (if Borrower’s or such Guarantor’s consent is required under the terms of such Lease) consent to the assignment or subletting of, or grant any concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any now existing or future Lease without the prior written consent of the Agent; provided, however, with respect to (a) any Lease which is not with a Major Tenant, the Borrower or any Guarantor may enter into any such Lease, or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment subordination of any Lease of all or subletting ofany part of the Property to any lien subordinate to this Instrument. If Borrower becomes aware that any tenant proposes to do, or granting concessions is doing, any act or thing which may give rise to or waive any right of set-off against rent, Borrower shall (i) take such steps as shall be reasonably calculated to prevent the performance accrual of any obligations right to a set-off against rent, (ii) immediately notify Bank thereof in writing and of any tenantthe amount of said setoffs, lessee or licensee under, any such Lease, in each case in the ordinary course of business consistent with sound leasing and management practices for similar properties. The Borrower or Guarantors shall furnish the Agent with executed copies of all Leases or amendments thereto hereafter made. The Borrower or Guarantors shall deliver a Payment Direction Letter (as defined in the Cash Collateral Agreementiii) to each new tenant of a Lease entered into after the date hereof. To the extent the Agent’s approval or consent is required pursuant to this §7.13, Agent’s approval shall be deemed granted in the event the Agent fails to respond to the Borrower’s request within ten (10) Business Days if (A) days after such accrual, reimburse the tenant who shall have acquired such right to set-off or take such other steps as shall effectively discharge such setoff and as shall assure that rents thereafter due shall continue to be payable without set-off or deduction. Upon Bank's receipt of notice of the occurrence of any default or violation by Borrower has delivered of any of its obligations under the Leases, Bank shall have the immediate right, but not the duty or obligation, without prior written notice to Agent Borrower or to any third party, to enter upon the applicable documentsProperty and to take such actions as Bank may deem necessary to cure the default or violation by Borrower under the Leases. The costs incurred by Bank in taking any such actions pursuant to this paragraph shall become part of the Indebtedness, with shall bear interest at the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN TEN (10) BUSINESS DAYS FROM RECEIPT SHALL BE DEEMED TO BE LENDER’S APPROVAL” prominently displayed in bold, all caps and fourteen (14) point or larger font rate provided in the transmittal letter requesting approval and (B) Agent does not approve or reject (with a reasonable explanation) the applicable request within ten (10) Business Days from the date Agent receives the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service (e.g., federal express) that the same has been delivered. In the event that any tenant provides a letter of credit as a security deposit or other credit support for a Lease, Borrower shall promptly notify Agent in writing and at the request of Agent shall cause such letter of credit to name Agent as the beneficiary and to be delivered to AgentNote, and shall be payable by Borrower to Bank on demand. Bank shall execute have no liability to Borrower or cause the applicable Subsidiary Guarantor to execute such other documents relating thereto as Agent may reasonably requireany third party for any actions taken by Bank or not taken pursuant to this paragraph.

Leases of the Property. The As used in this paragraph 16, the word "lease" shall mean "sublease" if this Instrument is on a leasehold. Borrower shall comply with and each Guarantor will give notice to the Agent of any proposed new Lease that would be with a Major Tenant within any Mortgaged Property for the lease of space therein and shall provide to the Agent a copy observe Borrower's obligations as landlord under all leases of the proposed Lease and Property or any and all agreements or documents related thereto, current financial information for the proposed tenant and any guarantor of the proposed Lease and such other information as the Agent may reasonably request (the “Lease Notice”)part thereof. Neither the Borrower nor any Guarantor will not lease all or any portion of a Mortgaged the Property or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or (if Borrower’s or such Guarantor’s consent is required under the terms of such Lease) consent to the assignment or subletting of, or grant any concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any now existing or future Lease without for non-residential use except with the prior written consent approval of the Agent; providedLender. Borrower, howeverat Lender's request, with respect to (a) any Lease which is not with a Major Tenant, the Borrower or any Guarantor may enter into any such Lease, or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or granting concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any such Lease, in each case in the ordinary course of business consistent with sound leasing and management practices for similar properties. The Borrower or Guarantors shall furnish the Agent Lender with executed copies of all Leases leases now existing or amendments thereto hereafter made. The Borrower made of all or Guarantors shall deliver a Payment Direction Letter (as defined in any part of the Cash Collateral Agreement) to each new tenant of a Lease Property, and all leases now or hereafter entered into after will be in form and substance subject to the date hereofapproval of Lender. To All leases of the extent Property shall specifically provide that such leases are subordinate to this Instrument; that the Agent’s approval tenant attorns to Lender, such attornment to be effective under Lender's acquisition of title to the Property; that the tenant agrees to execute such further evidences of attornment as lender may from time to time request; that the attornment of the tenant shall not be terminated by foreclosure; and that Lender may, at Lender's option, accept or reject such attornments. Borrower shall not, without Lender's written consent, execute, modify, surrender or terminate, either orally or in writing, any lease now existing or hereafter made of all or any part of the Property providing for a term of three years or more, permit an assignment or sublease of such a lease without Lender's written consent, or request or consent is required pursuant to the subordination of any lease of all or any part of the Property to any lien subordinate to this §7.13, Agent’s approval shall be deemed granted in the event the Agent fails to respond to the Borrower’s request within ten (10) Business Days if (A) Instrument. If Borrower has delivered to Agent the applicable documents, with the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN TEN (10) BUSINESS 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) Agent does not approve or reject (with a reasonable explanation) the applicable request within ten (10) Business Days from the date Agent receives the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service (e.g., federal express) that the same has been delivered. In the event becomes aware that any tenant provides a letter proposes to do, or is doing, any act or thing which may give rise to any right of credit as a security deposit or other credit support for a Leaseset-off against rent, Borrower shall promptly (i) take such steps as shall be reasonably calculated to prevent the accrual of any right to a set-off against rent, (ii) notify Agent Lender thereof and of the amount of said set-offs, and (iii) within ten days after such accrual, reimburse the tenant who shall have acquired such right to set-off or take such other steps as shall effectively discharge such set-off and as shall assure that rents thereafter due shall continue to be payable without set-off or deduction. Upon Lender's request, Borrower shall assign to lender, by written instrument satisfactory to Lender, all leases now existing or hereafter made of all or any part of the Property and all security deposits made by tenants in writing connection with such leases of the Property. Upon assignment by Borrower to lender of any leases of the Property, Lender shall have all of the rights and at powers possessed by Borrower prior to such assignment and Lender shall have the request of Agent shall cause right to modify, extend or terminate such letter of credit to name Agent as the beneficiary existing leases and to be delivered to Agentexecute new leases, and Borrower shall execute or cause the applicable Subsidiary Guarantor to execute such other documents relating thereto as Agent may reasonably requirein Lender's sole discretion.

Leases of the Property. The As used in this Section 14, the word "Lease" shall include subleases if this Instrument is on a leasehold. Borrower shall comply with and observe Borrower's obligations as landlord under all Leases of the Property or any part thereof. All Leases now or hereafter entered into will be in form and substance subject to the approval of Lender. All Leases of the Property shall specifically provide that such Leases are subordinate to this Instrument; that the tenant attorns to Lender, such attornment to be effective upon Lender's acquisition of title to the Property; that the tenant agrees to execute such further evidences of attornment as Lender may from time to time request; that the attornment of the tenant shall not be terminated by foreclosure; and that Lender may, at Lender's option, accept or reject such attornments. For any Lease approved by Lender (other than a lease between Borrower and each Guarantor Hancock), Lender will give notice agree to not disturb the Agent of any proposed new Lease that would be with a Major Tenant within any Mortgaged Property for tenant upon an E▇▇▇▇ ▇▇ Default hereunder if the lease of space therein and shall provide to the Agent a copy of the proposed Lease and any and all agreements or documents related thereto, current financial information for the proposed tenant and any guarantor of the proposed Lease and such other information as the Agent may reasonably request (the “Lease Notice”). Neither the Borrower nor any Guarantor will lease all or any portion of a Mortgaged Property or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or (if Borrower’s or such Guarantor’s consent is required meeting its obligations under the terms of such Lease) consent to the assignment or subletting of. Borrower shall not, or grant any concessions to or waive the performance of any obligations of any tenantwithout Lender's written consent, lessee or licensee under, any now existing or future Lease without the prior written consent of the Agent; provided, however, with respect to (a) any Lease which is not with a Major Tenant, the Borrower or any Guarantor may enter into any such Lease, or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, request or consent to the assignment subordination of any Lease of all or subletting ofany part of the Property to any lien subordinate to this Instrument. If Borrower becomes aware that any tenant proposes to do, or granting concessions is doing, any act or thing which may give rise to or waive any right of set-off against rent, Borrower shall (i) take such steps as shall be reasonably calculated to prevent the performance accrual of any obligations right to a set-off against rent, (ii) immediately notify Lender thereof in writing and of any tenantthe amount of said set-offs, lessee or licensee under, any such Lease, in each case in the ordinary course of business consistent with sound leasing and management practices for similar properties. The Borrower or Guarantors shall furnish the Agent with executed copies of all Leases or amendments thereto hereafter made. The Borrower or Guarantors shall deliver a Payment Direction Letter (as defined in the Cash Collateral Agreementiii) to each new tenant of a Lease entered into after the date hereof. To the extent the Agent’s approval or consent is required pursuant to this §7.13, Agent’s approval shall be deemed granted in the event the Agent fails to respond to the Borrower’s request within ten (10) Business Days if (A) days after such accrual, reimburse the tenant who shall have acquired such right to set-off or take such other steps as shall effectively discharge such setoff and as shall assure that rents thereafter due shall continue to be payable without set-off or deduction. Upon Lender's receipt of notice of the occurrence of any default or violation by Borrower has delivered of any of its obligations under the Leases, Lender shall have the immediate right, but not the duty or obligation, without prior written notice to Agent Borrower or to any third party, to enter upon the applicable documentsProperty and to take such actions as Lender may deem necessary to cure the default or violation by Borrower under the Leases. The costs incurred by Lender in taking any such actions pursuant to this paragraph shall become part of the Indebtedness, with shall bear interest at the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN TEN (10) BUSINESS DAYS FROM RECEIPT SHALL BE DEEMED TO BE LENDER’S APPROVAL” prominently displayed in bold, all caps and fourteen (14) point or larger font rate provided in the transmittal letter requesting approval and (B) Agent does not approve or reject (with a reasonable explanation) the applicable request within ten (10) Business Days from the date Agent receives the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service (e.g., federal express) that the same has been delivered. In the event that any tenant provides a letter of credit as a security deposit or other credit support for a Lease, Borrower shall promptly notify Agent in writing and at the request of Agent shall cause such letter of credit to name Agent as the beneficiary and to be delivered to AgentLoan Agreements, and shall be payable by Borrower to Lender on demand. Lender shall execute have no liability to Borrower or cause the applicable Subsidiary Guarantor to execute such other documents relating thereto as Agent may reasonably requireany third party for any actions taken by Lender or not taken pursuant to this paragraph.

Leases of the Property. The (a) No Borrower will lease or license all or any portion of a Mortgaged Property without in each case the prior written consent of the Agent not to be unreasonably withheld, conditioned or delayed, provided, however, that without the prior written consent of Agent, the applicable Borrower may enter into a new Lease, provided that such Lease satisfies the following requirements: (i) the applicable Borrower is the sole lessor or licensor under such agreement and each Guarantor any agreements relating thereto; (ii) such Lease is unconditionally assignable by the applicable Borrower (including by collateral assignment), (iii) with respect to any new “retail” Lease, such Lease is subordinate to the Agent’s lien (upon the terms and conditions set forth in the standard form of occupancy agreement or pursuant to subordination conditions contained in the applicable Lease or a separate subordination agreement reasonably acceptable to Agent), (iv) with respect to any new “retail” Lease, is executed on the standard form of Master Space Agreement and Addendum to Master Space Agreement Additional Terms and Conditions for Colocation and Internet Access attached hereto and made a part hereof as Exhibit D on market terms, with only such changes thereto that are consistent with sound leasing and management practices for similar properties (it being acknowledged by Borrowers that the provisions of subparts (a)(i), (ii) and (iii) above in this §7.13 or the provisions of sections 10.5, 10.19 and 10.20 of the form of Master Space Agreement and Addendum may not be changed without Agent’s prior written consent; and (v) with respect to any new “wholesale” Lease, such Lease is entered into upon market terms with customary lender protections, including an agreement of the tenant to subordinate and attorn to Agent. In connection with any such Lease requiring the approval of Agent, the Borrowers will give notice to the Agent of any such proposed new Lease that would be with a Major Tenant within of any Mortgaged Property for the lease of space therein and shall provide to the Agent a copy of the such proposed Lease and any and all agreements or documents related thereto, current financial information for the proposed tenant or licensee and any guarantor of the proposed Lease and such other information as that the Agent may reasonably request request. (the “Lease Notice”). Neither the Borrower nor b) Borrowers shall not, and Borrowers shall not permit any Guarantor will lease all or any portion other Affiliate of a Mortgaged Property or Borrowers to, amend, supplement or otherwise supplement, modify, terminate or cancel, or accept the surrender of, or (if Borrower’s or such Guarantor’s consent is required under the terms of such Lease) consent to the assignment or subletting of, or grant any concessions to or waive the performance of any obligations of any tenant, lessee tenant or licensee underunder any Lease in any material manner without the prior written consent of Agent, including, without limitation, any now existing modification, amendment, supplement or future waiver that (i) materially affects the financial rights or obligations of a tenant or licensee, (ii) shortens the term of any Lease pertaining to a Mortgaged Property, (iii) materially increases the landlord’s or licensor’s obligations under the Lease, (iv) materially decreases the tenant’s or licensee’s obligations under the Lease, (v) grants any concession or abatement of rent or other monetary obligation greater than five percent (5%) of Monthly Recurring Charges for such Lease, or greater than five percent (5%) of Monthly Recurring Charges in the aggregate for such Mortgaged Property, (vi) modifies the assignability provisions of the Lease, (vii) amends or waives a provision otherwise required to be in a pre-approved form of such Lease as set forth in §7.13(a) above, or (viii) otherwise amends, supplements, modifies or waives any provision of the Lease in any material manner. Borrowers shall not, and Borrowers shall not permit any other Affiliates of Borrowers, to consent to the assigning or subletting of any Lease pertaining to a Mortgaged Property without the prior written consent of Agent, provided that a Borrower may consent to an assignment a Lease without the prior written consent of the Agent; provided, however, Agent with respect to any tenant or licensee whose Lease, when aggregated with any other Leases by such tenant or licensee or its affiliates at such Mortgaged Property, contributes less than five percent (a5%) of Monthly Recurring Charges for such Mortgaged Property. (c) Borrowers shall not, and Borrowers shall not permit any other Affiliate of Borrowers to, terminate, cancel or accept a surrender of any Lease pertaining to a Mortgaged Property (other than the natural expiration of a Lease in accordance with its terms) without the prior written consent of Agent, provided that Borrower may cancel, terminate or accept a surrender of such Lease without the prior written consent of Agent (i) with respect to any tenant or licensee which is in default of the payment obligations under a Lease and whose Lease, when aggregated with any other Leases by such tenant or licensee or its affiliates at such Mortgaged Property, contributes less than five percent (5%) of Monthly Recurring Charges for such Mortgaged Property, and (ii) with respect to any tenant or licensee which is not with a Major Tenant, the Borrower or in default of any Guarantor may enter into any such payment obligations under its Lease and whose Lease, or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or granting concessions to or waive the performance of when aggregated with any obligations of any tenant, lessee other Leases by such tenant or licensee underor its affiliates at such Mortgaged Property, any contributes less than two percent (2%) of the Monthly Recurring Charges for such Lease, in each case in the ordinary course of business consistent with sound leasing and management practices for similar properties. The Borrower or Guarantors shall furnish the Agent with executed copies of all Leases or amendments thereto hereafter made. The Borrower or Guarantors shall deliver a Payment Direction Letter (as defined in the Cash Collateral Agreement) to each new tenant of a Lease entered into after the date hereof. To the extent the Agent’s approval or consent is required pursuant to this §7.13, Agent’s approval shall be deemed granted in the event the Agent fails to respond to the Borrower’s request within ten (10) Business Days if (A) Borrower has delivered to Agent the applicable documents, with the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN TEN (10) BUSINESS 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) Agent does not approve or reject (with a reasonable explanation) the applicable request within ten (10) Business Days from the date Agent receives the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service (e.g., federal express) that the same has been delivered. In the event that any tenant provides a letter of credit as a security deposit or other credit support for a Lease, Borrower shall promptly notify Agent in writing and at the request of Agent shall cause such letter of credit to name Agent as the beneficiary and to be delivered to Agent, and Borrower shall execute or cause the applicable Subsidiary Guarantor to execute such other documents relating thereto as Agent may reasonably requireMortgaged Property.

Leases of the Property. The Borrower Guarantor shall comply with and each Guarantor observe ---------------------- Guarantor's obligations as landlord under all Leases of the Property or any part thereof. All Leases now or hereafter entered into will give notice be in form and substance subject to the Agent approval of any proposed new Lease METLIFE. All Leases of the Property shall specifically provide that would such Leases are subordinate to this Deed of Trust; that the tenant attorns to METLIFE, such attornment to be with a Major Tenant within any Mortgaged Property for the lease effective upon METLIFE's acquisition of space therein and shall provide title to the Agent a copy Property; that the tenant agrees to execute such further evidences of attornment as METLIFE may from time to time request; that the attornment of the proposed Lease tenant shall not be terminated by foreclosure; and any and all agreements that METLIFE may, at METLIFE's option, accept or documents related theretoreject such attornments. Guarantor shall not, current financial information for the proposed tenant and any guarantor of the proposed Lease and such other information as the Agent may reasonably without METLIFE's written consent, request (the “Lease Notice”). Neither the Borrower nor any Guarantor will lease all or any portion of a Mortgaged Property or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or (if Borrower’s or such Guarantor’s consent is required under the terms of such Lease) consent to the assignment or subletting of, or grant any concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any now existing or future Lease without the prior written consent of the Agent; provided, however, with respect to (a) any Lease which is not with a Major Tenant, the Borrower or any Guarantor may enter into any such Lease, or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment subordination of any Lease of all or subletting ofany part of the Property to any lien subordinate to this Deed of Trust. If Guarantor becomes aware that any tenant proposes to do, or granting concessions is doing, any act or thing which may give rise to or waive any right of set-off against rent, Guarantor shall (i) take such steps as shall be reasonably calculated to prevent the performance accrual of any obligations right to a set-off against rent, (ii) immediately notify METLIFE thereof in writing and of any tenantthe amount of said set-offs, lessee or licensee under, any such Lease, in each case in the ordinary course of business consistent with sound leasing and management practices for similar properties. The Borrower or Guarantors shall furnish the Agent with executed copies of all Leases or amendments thereto hereafter made. The Borrower or Guarantors shall deliver a Payment Direction Letter (as defined in the Cash Collateral Agreementiii) to each new tenant of a Lease entered into after the date hereof. To the extent the Agent’s approval or consent is required pursuant to this §7.13, Agent’s approval shall be deemed granted in the event the Agent fails to respond to the Borrower’s request within ten (10) Business Days if (A) Borrower has delivered days after such accrual, reimburse the tenant who shall have acquired such right to Agent set-off or take such other steps as shall effectively discharge such setoff and as shall assure that rents thereafter due shall continue to be payable without set-off or deduction. Upon METLIFE's receipt of notice of the applicable documentsoccurrence of any default or violation by Guarantor of any of its obligations under the Leases, with METLIFE shall have the notation “IMMEDIATE RESPONSE REQUIREDimmediate right, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN TEN (10) BUSINESS DAYS FROM RECEIPT SHALL BE DEEMED TO BE LENDER’S APPROVAL” prominently displayed but not the duty or obligation, without prior written notice to Guarantor or to any third party, to enter upon the Property and to take such actions as METLIFE may deem necessary to cure the default or violation by Guarantor under the Leases. The costs incurred by METLIFE in boldtaking any such actions pursuant to this paragraph shall become part of the Indebtedness, all caps and fourteen (14) point or larger font shall bear interest at the rate provided in the transmittal letter requesting approval and (B) Agent does not approve or reject (with a reasonable explanation) the applicable request within ten (10) Business Days from the date Agent receives the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service (e.g., federal express) that the same has been delivered. In the event that any tenant provides a letter of credit as a security deposit or other credit support for a Lease, Borrower shall promptly notify Agent in writing and at the request of Agent shall cause such letter of credit to name Agent as the beneficiary and to be delivered to AgentNote, and Borrower shall execute or cause the applicable Subsidiary be payable by Guarantor to execute such other documents relating thereto as Agent may reasonably requireMETLIFE on demand. METLIFE shall have no liability to Guarantor or to any third party for any actions taken by METLIFE or not taken pursuant to this paragraph.

Leases of the Property. The Borrower shall comply with and each Guarantor will give notice to the Agent of any proposed new Lease that would be with a Major Tenant within any Mortgaged Property for the lease of space therein and shall provide to the Agent a copy observe Borrower's obligations as landlord under all leases of the proposed Lease and Property or any and all agreements or documents related thereto, current financial information for the proposed tenant and any guarantor of the proposed Lease and such other information as the Agent may reasonably request (the “Lease Notice”)part thereof. Neither the Borrower nor any Guarantor will not lease all or any portion of a Mortgaged the Property or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or (if Borrower’s or such Guarantor’s consent is required under the terms of such Lease) consent to the assignment or subletting of, or grant any concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any now existing or future Lease without for non-residential use except with the prior written consent approval of the Agent; providedLender. Borrower, howeverat Lender's request, with respect to (a) any Lease which is not with a Major Tenant, the Borrower or any Guarantor may enter into any such Lease, or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or granting concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any such Lease, in each case in the ordinary course of business consistent with sound leasing and management practices for similar properties. The Borrower or Guarantors shall furnish the Agent Lender with executed copies of all Leases leases now existing or amendments thereto hereafter mademade of all or any part of the Property, and all leases now or hereafter entered into will be in form and substance subject to the approval of Lender. The Borrower or Guarantors All leases of the Property shall deliver a Payment Direction Letter (as defined specifically provide that such leases are subordinate to this Instrument; that the tenant attorns to Lender, such attornment to be effective upon Lender's acquisition of title in the Cash Collateral Agreement) Property; that the tenant agrees to each new execute such further evidences of attornment as Lender may from time to time request; that the attornment of the tenant shall not be terminated by foreclosure; and that Lender may, at Lender's option, accept or reject such attornments. Borrower shall not, without Lender's written consent, execute, modify, surrender or terminate, either orally or in writing, any lease now existing or hereafter made of all or any part of the Property providing for a Lease entered into after the date hereof. To the extent the Agent’s approval term of three years or more, permit an assignment or sublease of such a lease without Lender's written consent, or request or consent is required pursuant to the subordination of any lease of all or any part of the Property to any lien subordinate to this §7.13, Agent’s approval shall be deemed granted in the event the Agent fails to respond to the Borrower’s request within ten (10) Business Days if (A) Instrument. If Borrower has delivered to Agent the applicable documents, with the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN TEN (10) BUSINESS 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) Agent does not approve or reject (with a reasonable explanation) the applicable request within ten (10) Business Days from the date Agent receives the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service (e.g., federal express) that the same has been delivered. In the event becomes aware that any tenant provides a letter proposes to do, or is doing, any act or thing which may give rise to any right of credit as a security deposit or other credit support for a Leaseset-off against rent, Borrower shall promptly (i) take such steps as shall be reasonably calculated to prevent the accrual of any right to a set-off against rent, (ii) notify Agent Lender thereof and of the amount of said set-offs, and (iii) within ten days after such accrual, reimburse the tenant who shall have acquired such right to set-off or take such other steps as shall effectively discharge such set-off and as shall assure that rents thereafter due shall continue to be payable without set-off or deduction. Upon Lender's request, Borrower shall assign to Lender, by written instrument satisfactory to Lender, all leases now existing or hereafter made of all or any part of the Property and all security deposits made by tenants in writing connection with such leases of the Property. Upon assignment by Borrower to Lender of any leases of the Property, Lender shall have all of the rights and at powers possessed by Borrower prior to such assignment and Lender shall have the request of Agent shall cause right to modify, extend or terminate such letter of credit to name Agent as the beneficiary existing leases and to be delivered to Agentexecute new leases, and Borrower shall execute or cause the applicable Subsidiary Guarantor to execute such other documents relating thereto as Agent may reasonably requirein Lender's sole discretion.

Leases of the Property. The Borrower shall comply with and each Guarantor observe Borrower’s obligations as landlord under all Leases of the Property or any part thereof. All Leases now or hereafter entered into will give notice be in form and substance subject to the Agent approval of Mortgagee. Borrower shall pay all attorney’s fees incurred by Mortgage in reviewing any Lease or proposed new Lease Lease. All Leases of the Property shall specifically provide that would such Leases are subordinate to this Instrument; that the tenant attars to Mortgagee, such attornment to be with a Major Tenant within any Mortgaged Property for the lease effective upon Mortgagee’s acquisition of space therein and shall provide title to the Agent a copy Property; that the tenant agrees to execute such further evidences of attornment as Mortgagee may from time to time request; that the attornment of the proposed Lease tenant shall not be terminated by foreclosure; and any and all agreements that Mortgagee may, at Mortgagee’s option, accept or documents related theretoreject such attornments (except as to third-party credit tenants unrelated to Borrower, current financial information for the proposed tenant and any guarantor of the proposed Lease and such other information as the Agent may reasonably request (the “Lease Notice”to which Mortgagee shall grant a non-disturbance provision). Neither the Borrower nor any Guarantor will lease all or any portion of a Mortgaged Property or amendshall not, supplement or otherwise modifywithout Mortgagee’s written consent, terminate or cancel, or accept the surrender of, or (if Borrower’s or such Guarantor’s consent is required under the terms of such Lease) consent to the assignment or subletting of, or grant any concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any now existing or future Lease without the prior written consent of the Agent; provided, however, with respect to (a) any Lease which is not with a Major Tenant, the Borrower or any Guarantor may enter into any such Lease, or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, request or consent to the assignment subordination of any Lease of all or subletting ofany part of the Property to any lien subordinate to this Instrument. If Borrower becomes aware that any tenant proposes to do, or granting concessions is doing, any act or thing which may give rise to or waive any right of set-off against rent, Borrower shall (i) take such steps as shall be reasonably calculated to prevent the performance accrual of any obligations right a set-off against rent, (ii) immediately notify Mortgagee thereof in writing and of any tenantthe amount of said set-offs, lessee or licensee under, any such Lease, in each case in the ordinary course of business consistent with sound leasing and management practices for similar properties. The Borrower or Guarantors shall furnish the Agent with executed copies of all Leases or amendments thereto hereafter made. The Borrower or Guarantors shall deliver a Payment Direction Letter (as defined in the Cash Collateral Agreementiii) to each new tenant of a Lease entered into after the date hereof. To the extent the Agent’s approval or consent is required pursuant to this §7.13, Agent’s approval shall be deemed granted in the event the Agent fails to respond to the Borrower’s request within ten (10) Business Days if (A) days after such accrual, reimburse the tenant who shall have acquired such right to set-off or take such other steps as shall effectively discharge such set-off or deduction. Upon Mortgagee’s receipt of notice of the occurrence of any default or violation by Borrower has delivered of any of its obligations under the Leases, Mortgagee shall have the immediate right, but no the duty or obligation, without prior written notice to Agent Borrower or to any third party, to enter upon the applicable documentsProperty and to take such actions as Mortgagee may deem necessary to cure the default of violation by Borrower under the Leases. The costs incurred by Mortgagee in taking any such actions pursuant to this paragraph shall become part of the Indebtedness, with shall bear interest at the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN TEN (10) BUSINESS DAYS FROM RECEIPT SHALL BE DEEMED TO BE LENDER’S APPROVAL” prominently displayed in bold, all caps and fourteen (14) point or larger font rate provided in the transmittal letter requesting approval and (B) Agent does not approve or reject (with a reasonable explanation) the applicable request within ten (10) Business Days from the date Agent receives the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service (e.g., federal express) that the same has been delivered. In the event that any tenant provides a letter of credit as a security deposit or other credit support for a Lease, Borrower shall promptly notify Agent in writing and at the request of Agent shall cause such letter of credit to name Agent as the beneficiary and to be delivered to AgentNote, and shall be payable by Borrower to Mortgagee on demand. Mortgagee shall execute have no liability to Borrower or cause the applicable Subsidiary Guarantor to execute such other documents relating thereto as Agent may reasonably requireany third party for any actions taken by Mortgagee or not taken pursuant to this paragraph.

Leases of the Property. The Borrower shall comply with and each Guarantor will give notice to the Agent of any proposed new Lease that would be with a Major Tenant within any Mortgaged Property for the lease of space therein and shall provide to the Agent a copy observe Borrower's obligations as landlord under all leases of the proposed Lease and Property or any and all agreements or documents related thereto, current financial information for the proposed tenant and any guarantor of the proposed Lease and such other information as the Agent may reasonably request (the “Lease Notice”)part thereof. Neither the Borrower nor any Guarantor will not lease all or any portion of a Mortgaged the Property or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or (if Borrower’s or such Guarantor’s consent is required under the terms of such Lease) consent to the assignment or subletting of, or grant any concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any now existing or future Lease without for non-residential use except with the prior written consent approval of the Agent; providedLender. Borrower, howeverat Lender's request, with respect to (a) any Lease which is not with a Major Tenant, the Borrower or any Guarantor may enter into any such Lease, or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or granting concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any such Lease, in each case in the ordinary course of business consistent with sound leasing and management practices for similar properties. The Borrower or Guarantors shall furnish the Agent Lender with executed copies of all Leases leases now existing or amendments thereto hereafter made. The Borrower made of all or Guarantors shall deliver a Payment Direction Letter (as defined in any part of the Cash Collateral Agreement) to each new tenant of a Lease Property, and all leases now or hereafter entered into after will be in form and substance subject to the date hereofapproval of Lender. To All leases of the extent Property shall specifically provide that such leases are subordinate to this instrument; that the Agent’s approval tenant attorns to Lender, such attornment to be effective upon Lender's acquisition of title to the Property; that the tenant agrees to execute such further evidences of attornment as Lender may from time to time request; that the attornment of the tenant shall not be terminated by foreclosure; and that Lender may, at Lender's option, accept or reject such attornments. Borrower shall not, with Lender's written consent, execute, modify, surrender or terminate, either orally or in writing, any lease now existing or hereafter made of all or any part of the Property providing for a term of three years or more, permit an assignment or sublease of such a lease without Lender's written consent, or request or consent is required pursuant to the subordination of any lease of all or any part of the Property to any lien subordinate to this §7.13, Agent’s approval shall be deemed granted in the event the Agent fails to respond to the Borrower’s request within ten (10) Business Days if (A) Instrument. If Borrower has delivered to Agent the applicable documents, with the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN TEN (10) BUSINESS 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) Agent does not approve or reject (with a reasonable explanation) the applicable request within ten (10) Business Days from the date Agent receives the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service (e.g., federal express) that the same has been delivered. In the event becomes aware that any tenant provides a letter proposes to do, or is doing, any act or thing which may give rise to any right of credit as a security deposit or other credit support for a Leaseset-off against rent, Borrower shall promptly (i) take such steps as shall be reasonably calculated to prevent the accrual of any right to a set-off against rent, (ii) notify Agent in writing Lender thereof and at of the request amount of Agent said set-offs, and (iii) within ten days after such accrual, reimburse the tenant who shall cause have acquired such letter of credit right to name Agent set-off or take such other steps as the beneficiary shall effectively discharge such set-off and as shall assure that rents thereafter due shall continue to be delivered to Agentpayable without set-off or deduction. SEE SPECIAL RIDER ATTACHED HERETO. Upon Lender's request, and Borrower shall execute assign to Lender, by written instrument satisfactory to Lender, all leases now existing or cause hereafter made of all or any part of the applicable Subsidiary Guarantor Property and all security deposits made by tenants in connection with such leases of the Property. Upon assignment by Borrower to Lender of any leases of the Property, Lender shall have all of the rights and powers possessed by Borrower prior to such assignment and Lender shall have the right to modify, extent or terminate such existing leases to execute such other documents relating thereto as Agent may reasonably requirenew leases, in Lender's sole discretion.

Leases of the Property. The As used in this paragraph 16, the word "lease" shall mean "sublease" if this Instrument is on a leasehold. Borrower shall comply with and each Guarantor will give notice to the Agent of any proposed new Lease that would be with a Major Tenant within any Mortgaged Property for the lease of space therein and shall provide to the Agent a copy observe Borrower's obligations as landlord under all leases of the proposed Lease and Property or any and all agreements or documents related thereto, current financial information for the proposed tenant and any guarantor of the proposed Lease and such other information as the Agent may reasonably request (the “Lease Notice”)part thereof. Neither the Borrower nor any Guarantor will not lease all or any portion of a Mortgaged the Property or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or (if Borrower’s or such Guarantor’s consent is required under the terms of such Lease) consent to the assignment or subletting of, or grant any concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any now existing or future Lease without for non-residential use except with the prior written consent approval of the Agent; providedLender. Borrower, howeverat Lender's request, with respect to (a) any Lease which is not with a Major Tenant, the Borrower or any Guarantor may enter into any such Lease, or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or granting concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any such Lease, in each case in the ordinary course of business consistent with sound leasing and management practices for similar properties. The Borrower or Guarantors shall furnish the Agent Lender with executed copies of all Leases leases now existing or amendments thereto hereafter made. The Borrower made or Guarantors shall deliver a Payment Direction Letter (as defined in all or any part of the Cash Collateral Agreement) to each new tenant of a Lease Property, and all leases now or hereafter entered into after will be in form and substance subject to the date hereofapproval of Lender. To All leases of the extent Property shall specifically provide that such leases are subordinate to this Instrument; that the Agent’s approval tenant attorns to Lender, such attornment to be effective upon Lender's acquisition of title to the Property; that the tenant agrees to execute such further evidences of attornment as Lender may from time to time request; that the attornment of the tenant shall not be terminated by foreclosure; and that Lender may, at Lender's option, accept or reject such attornments. Borrower shall not, without Lender's written consent, execute, modify, surrender or terminate, either orally or in writing, any lease now existing or hereafter made of all or any part of the Property providing for a term of three years or more, permit an assignment of sublease of such a lease without Lender's written consent, or request or consent is required pursuant to the subordination of any lease of all or any part of the Property to any lien subordinate to this §7.13, Agent’s approval shall be deemed granted in the event the Agent fails to respond to the Borrower’s request within ten (10) Business Days if (A) Instrument. If Borrower has delivered to Agent the applicable documents, with the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN TEN (10) BUSINESS 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) Agent does not approve or reject (with a reasonable explanation) the applicable request within ten (10) Business Days from the date Agent receives the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service (e.g., federal express) that the same has been delivered. In the event becomes aware that any tenant provides a letter proposes to do, or is doing, any act or thing which may give rise to any right of credit as a security deposit or other credit support for a Leaseset-off against rent, Borrower shall promptly (1) take such steps as shall be reasonably calculated to prevent the accrual of any right of set-off against rent, (ii) notify Agent Lender thereof and of the amount of said set-offs, and (iii) within ten days after such accrual, reimburse the tenant who shall have acquired such right to set-off or take such other steps as shall effectively discharge such set-off and as shall assure that rents thereafter due shall continue to be payable without set-off or deduction. Upon Lender's request, Borrower shall assign to Lender, by written Instrument satisfactory to Lender, all leases now existing or hereafter made of all or any part of the Property and all security deposits made by tenants in writing connection with such leases of the Property. Upon assignment by Borrower to Lender of any leases of the Property, Lender shall have all of the rights and at powers possessed by Borrower prior to such assignment and Lender shall have the request of Agent shall cause right to modify, extend or terminate such letter of credit to name Agent as the beneficiary existing leases and to be delivered to Agentexecute new leases, and Borrower shall execute or cause the applicable Subsidiary Guarantor to execute such other documents relating thereto as Agent may reasonably requirein Lender's sole discretion.

Leases of the Property. The Borrower shall comply with and each Guarantor observe ▇▇▇▇▇▇▇▇’s obligations as landlord under all Leases of the Property or any part thereof. All Leases now or hereafter entered into will give notice be in form and substance subject to the Agent approval of Mortgagee. If Mortgagee fails to approve or disapprove any proposed new Lease that would be with in writing within 10 business days of the receipt of a Major Tenant within any Mortgaged Property for the lease of space therein and shall provide to the Agent written request from Borrower, which request includes a copy of the proposed Lease Lease, and any Mortgagee receives a second written request from Borrower and all agreements or documents related thereto, current financial information for the proposed tenant and any guarantor fails to respond within ten business days of the receipt thereof, Mortgagee shall be deemed to have given approval for such Lease. Borrower shall pay all reasonable attorneys’ fees incurred by Mortgagee in reviewing any Lease or proposed Lease Lease. All Leases of the Property shall specifically provide that such Leases are subordinate to this Instrument; that the tenant attorns to Mortgagee, such attornment to be effective upon Mortgagee’s acquisition of title to the Property; that the tenant agrees to execute such further evidences of attornment as Mortgagee may from time to time request; that the attornment of the tenant shall not be terminated by foreclosure; and that Mortgagee may, at Mortgagee’s option, accept or reject such other information attornments (except as the Agent may reasonably request (the “Lease Notice”to third-party credit tenants unrelated to Borrower, as to which Mortgagee shall grant a non-disturbance provision). Neither the Borrower nor any Guarantor will lease all or any portion of a Mortgaged Property or amendshall not, supplement or otherwise modifywithout Mortgagee’s written consent, terminate or cancel, or accept the surrender of, or (if Borrower’s or such Guarantor’s consent is required under the terms of such Lease) consent to the assignment or subletting of, or grant any concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any now existing or future Lease without the prior written consent of the Agent; provided, however, with respect to (a) any Lease which is not with a Major Tenant, the Borrower or any Guarantor may enter into any such Lease, or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, request or consent to the assignment subordination of any Lease of all or subletting ofany part of the Property to any lien subordinate to this Instrument. If ▇▇▇▇▇▇▇▇ becomes aware that any tenant proposes to do, or granting concessions is doing, any act or thing which may give rise to or waive any right of set-off against rent, Borrower shall (i) take such steps as shall be reasonably calculated to prevent the performance accrual of any obligations right to a set-off against rent, (ii) immediately notify Mortgagee thereof in writing and of any tenantthe amount of said set-offs, lessee or licensee under, any such Lease, in each case in the ordinary course of business consistent with sound leasing and management practices for similar properties. The Borrower or Guarantors shall furnish the Agent with executed copies of all Leases or amendments thereto hereafter made. The Borrower or Guarantors shall deliver a Payment Direction Letter (as defined in the Cash Collateral Agreementiii) to each new tenant of a Lease entered into after the date hereof. To the extent the Agent’s approval or consent is required pursuant to this §7.13, Agent’s approval shall be deemed granted in the event the Agent fails to respond to the Borrower’s request within ten (10) Business Days if days after such accrual, reimburse the tenant who shall have acquired such right to set-off or take such other steps as shall effectively discharge such setoff and as shall assure that Rents thereafter due shall continue to be payable without set-off or deduction. Upon Mortgagee’s receipt of notice of the occurrence of any default or violation by Borrower of any of its obligations under the Leases beyond applicable periods for notice and cure, Mortgagee shall have the immediate right, but not the duty or obligation, without prior written notice to Borrower or to any third party (A) but with due regard for rights of tenants under Leases), to enter upon the Property and to take such actions as Mortgagee may deem necessary to cure the default or violation by Borrower has delivered under the Leases. The costs incurred by Mortgagee in taking any such actions pursuant to Agent this paragraph shall become part of the applicable documentsIndebtedness, with shall bear interest at the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN TEN (10) BUSINESS DAYS FROM RECEIPT SHALL BE DEEMED TO BE LENDER’S APPROVAL” prominently displayed in bold, all caps and fourteen (14) point or larger font rate provided in the transmittal letter requesting approval and (B) Agent does not approve or reject (with a reasonable explanation) the applicable request within ten (10) Business Days from the date Agent receives the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service (e.g., federal express) that the same has been delivered. In the event that any tenant provides a letter of credit as a security deposit or other credit support for a Lease, Borrower shall promptly notify Agent in writing and at the request of Agent shall cause such letter of credit to name Agent as the beneficiary and to be delivered to AgentLoan Agreement, and shall be payable by Borrower to Mortgagee on demand. Mortgagee shall execute have no liability to Borrower or cause the applicable Subsidiary Guarantor to execute such other documents relating thereto as Agent may reasonably requireany third party for any actions taken by Mortgagee or not taken pursuant to this paragraph.

Leases of the Property. The As used in this SECTION 15, the word "Lease" shall include subleases if this Instrument is on a leasehold. Borrower shall comply with and each Guarantor observe ▇▇▇▇▇▇▇▇'s obligations as landlord under all Leases of the Property or any part thereof. All Leases now or hereafter entered into will give notice be in form and substance subject to the Agent approval of any proposed new ▇▇▇▇ in accordance with the Lease Assignment. All Leases of the Property shall specifically provide that would such Leases are subordinate to this Instrument; that the tenant attorns to ▇▇▇▇, such attornment to be with a Major Tenant within any Mortgaged Property for the lease effective upon ▇▇▇▇'▇ acquisition of space therein and shall provide title to the Agent a copy Property; that the tenant agrees to execute such further evidences of attornment as ▇▇▇▇ may, from time to time, request; that the attornment of the proposed Lease tenant shall not be terminated by foreclosure; and any and all agreements that ▇▇▇▇ may, at ▇▇▇▇'▇ option, accept or documents related theretoreject such attornments. Borrower shall not, current financial information for the proposed tenant and any guarantor of the proposed Lease and such other information as the Agent may reasonably without ▇▇▇▇'▇ written consent, request (the “Lease Notice”). Neither the Borrower nor any Guarantor will lease all or any portion of a Mortgaged Property or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or (if Borrower’s or such Guarantor’s consent is required under the terms of such Lease) consent to the assignment or subletting of, or grant any concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any now existing or future Lease without the prior written consent of the Agent; provided, however, with respect to (a) any Lease which is not with a Major Tenant, the Borrower or any Guarantor may enter into any such Lease, or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment subordination of any Lease of all or subletting ofany part of the Property to any lien subordinate to this Instrument. If ▇▇▇▇▇▇▇▇ becomes aware that any tenant proposes to do, or granting concessions is doing, any act or thing which may give rise to or waive any right of set-off against rent, Borrower shall (a) take such steps as shall be reasonably calculated to prevent the performance accrual of any obligations right to a set-off against rent, (b) immediately notify ▇▇▇▇ thereof in writing and of any tenantthe amount of said set-offs, lessee or licensee under, any such Lease, in each case in the ordinary course of business consistent with sound leasing and management practices for similar properties. The Borrower or Guarantors shall furnish the Agent with executed copies of all Leases or amendments thereto hereafter made. The Borrower or Guarantors shall deliver a Payment Direction Letter (as defined in the Cash Collateral Agreementc) to each new tenant of a Lease entered into after the date hereof. To the extent the Agent’s approval or consent is required pursuant to this §7.13, Agent’s approval shall be deemed granted in the event the Agent fails to respond to the Borrower’s request within ten (10) Business Days if (A) days after such accrual, reimburse the tenant who shall have acquired such right to set-off or take such other steps as shall effectively discharge such setoff and as shall assure that rents thereafter due shall continue to be payable without set-off or deduction. Upon ▇▇▇▇'▇ receipt of notice of the occurrence of any default or violation by Borrower has delivered of any of its obligations under the Leases, ▇▇▇▇ shall have the immediate right, but not the duty or obligation, without prior written notice to Agent Borrower or to any third party, to enter upon the applicable documentsProperty and to take such actions as ▇▇▇▇ may ▇▇▇▇ necessary to cure any default or violation by Borrower under the Leases. The costs incurred by ▇▇▇▇ in taking any such actions pursuant to this SECTION 15 shall become part of the Indebtedness, with shall bear interest at the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN TEN (10) BUSINESS DAYS FROM RECEIPT SHALL BE DEEMED TO BE LENDER’S APPROVAL” prominently displayed in bold, all caps and fourteen (14) point or larger font Default Rate provided in the transmittal letter requesting approval and (B) Agent does not approve or reject (with a reasonable explanation) the applicable request within ten (10) Business Days from the date Agent receives the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service (e.g., federal express) that the same has been delivered. In the event that any tenant provides a letter of credit as a security deposit or other credit support for a Lease, Borrower shall promptly notify Agent in writing and at the request of Agent shall cause such letter of credit to name Agent as the beneficiary and to be delivered to AgentNotes, and shall be payable by Borrower to ▇▇▇▇ on demand. ▇▇▇▇ shall execute have no liability to Borrower or cause the applicable Subsidiary Guarantor to execute such other documents relating thereto as Agent may reasonably requireany third party for any actions taken by ▇▇▇▇ or not taken pursuant to this SECTION 15.