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SCHEDULEI(B) 201400400 CERTIFICATE AND AGREEMENT REGARDING BENEFICIAL DOCUMENTS THIS Certificate and Agreement (this "Certificate ") is delivered by , a ( "Tenant "), pursuant to Section 30(b) of Part II of that certain Lease dated as of , 20_, by and between as Landlord (herein so called), and Tenant (the "Lease "). Tenant has received, prepared or had prepared a [description of Beneficial Document], a copy of which is attached hereto (the "Instrument "), which may be filed of record with respect to the Premises (as defined in the Lease), and Tenant does hereby request that Landlord and Lender (as defined in the Lease) consent to, execute, acknowledge and deliver the Instrument, [and that Lender subordinate its Mortgage (as defined in the Lease) and other loan documents to the Instrument or, in connection with any conveyance of any portion of the Premises, that Lender release its Mortgage with respect to the portion of the Premises that is the subject of such conveyance]. In order to induce Landlord and Lender to take such actions, and with the understanding that Landlord and Lender will rely on the matters set forth herein, Tenant does hereby represent, warrant and certify to, and agree with for the benefit of Landlord and Lender as follows: 1. Tenant hereby consents to the Instrument, and agrees that the Instrument shall constitute a "Matter of Record" as defined in the Lease. 2. Tenant hereby represents, warrants, certifies and agrees to and with Landlord and Lender that: (a) a true, correct and complete copy of the Instrument is attached to this Certificate; (b) the Instrument does not adversely affect the value of the Premises in a material way (or does not reduce the fair market value of Landlord's interest in the Premises by an amount greater than the amount of the consideration being paid to Landlord for such Instrument); provided, however, if the credit rating of the Guarantor is lower than Moody's Baa3 or S &P's BBB -, attached hereto is a letter from a qualified appraiser confirming the provisions of this Section (b); (c) the Instrument will not unreasonably render the use of the Premises dependent upon any other property or unreasonably condition the use of the Premises upon the use of any other property; (d) the Instrument does not materially impair Tenant's use or operation of the Premises and is not detrimental in any material respect to the proper conduct of Tenant's business on the Premises;