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200511354 3.4 COVENANTS-LONG TERM LEASES. a. All Leases. Borrower shall, at Borrower's sole cost and expense: (i) perform all obligations of the landlord under the Leases and use reasonable efforts to enforce performance by the tenants of all obligations of the tenants under the Leases; (ii) use reasonable efforts to keep the Property leased at all times to tenants which Borrower reasonably and in good faith believes are creditworthy at rents not less than the fair market rental value (including, but not limited to, free or discounted rents to the extent the market so requires); (iii) promptly upon Lender's request, deliver to Lender a copy of each requested Lease and all amendments thereto and waivers thereof; and (iv) promptly upon Lender's request, execute and record any additional assignments of landlord's interest under any Lease to Lender and specific subordinations of any Lease to this Security Instrument, in form and substance satisfactory to Lender. Unless consented to in writing by Lender or otherwise permitted under any other provision of the Loan Documents, Borrower shall not: (v) grant any tenant under any Lease any option, right of first refusal or other right to purchase all or any portion of the Property under any circumstances; (vi) grant any tenant under any Lease any right to prepay rent more than 1 month in advance; (vii) except upon Lender's request, execute any assignment of landlord's interest in any Lease; or (viii) collect rent or other sums due under any Lease in advance, other than to collect rent 1 month in advance of the time when it becomes due. Any such attempted action in violation of the provisions of this Section shall be null and void. Borrower shall deposit with Lender any sums received by Borrower in consideration of any termination, modification or amendment of any Lease or any release or discharge of any tenant under any Lease from any obligation thereunder and any such sums received by Borrower shall be held in trust by Borrower for such purpose. Notwithstanding the foregoing, so long as no Default exists, the portion of any such sum received by Borrower with respect to any Lease which is less than $50,000 shall be payable to Borrower. All such sums received by Lender with respect to any Lease shall be deemed "Impounds" (as defined in Section 6.12b) and shall be deposited by Lender into a pledged account in accordance with Section 6.12b. b. Maior Leases. Borrower shall, at Borrower's sole cost and expense, give Lender prompt written notice of any material default by landlord or tenant under any Major Lease (as defined below). Unless consented to in writing by Lender or otherwise permitted under any other provision of the Loan Documents, Borrower shall not: (i) enter into any Major Lease which (aa) is not on fair market terms (which terms may include free or discounted rent to the extent the market so requires); (bb) does not contain a provision requiring the tenant to execute and deliver to the landlord an estoppel certificate in form and substance satisfactory to the landlord promptly upon the landlord's request; or (cc) allows the tenant (unless such tenant has and maintains a Standard & Poor's credit rating ofBBB or better) to assign or sublet the premises without the landlord's consent; (ii) reduce any rent or other sums due from the tenant under any Major Lease; Master SI REG NE (rev. 08/2005) 1245359.6 5