Common use of APPROVAL OF LEASES Clause in Contracts

APPROVAL OF LEASES. (a) Borrower may enter into any Leases provided that all the following requirements are satisfied (the “Minimum Leasing Guidelines”): (A) If the Lease is a Major Lease, Requisite Lenders’ prior written approval and (B) if the Lease is a Significant Lease, Administrative Agent’s prior written approval shall have first been obtained pursuant to Section 9.4(b), at Borrower’s sole cost and expense; (ii) The Lease shall be prepared substantially on the Borrower’s standard form of lease agreement, which has been approved by Administrative Agent (with changes as are commercially reasonable taking into consideration the size, credit and bargaining power of the related tenant) or other form required by the tenant (which, as modified in negotiations with the tenant, is commercially reasonable taking into consideration the size, credit and bargaining power of the tenant); (iii) The Lease shall be to a tenant who will occupy its premises for the conduct of its and its affiliates’ business and not as a master lease primarily for the subletting of space to others (it being understood that Leases to tenants who lease “office suites” (i.e., tenants who conduct a similar business to Regus Corporation) that are not Affiliates of Borrower or Guarantor are not prohibited by this clause (iii)); (iv) The Borrower shall deliver to Administrative Agent a true and complete copy of such Lease together with the delivery of the financial statements required by Section 10.1(a) and shall certify to Administrative Agent Borrower’s compliance with this Section 9.4; (v) The Lease shall be subordinate to the Loan and the Deed of Trust (which subordination may be subject to the delivery by Administrative Agent of a subordination, non-disturbance and attornment agreement in accordance with the provisions of Section 9.4(c) below); (vi) No purchase option, master lease options, or rights of first refusal for the sale of the Property shall be permitted without Administrative Agent’s prior written approval, which may be withheld in its sole and absolute discretion; and (vii) The Lease shall provide for rental rates and other material economic terms comparable to existing local market rates and terms (taking into account the type and quality of the tenant) as of the date such Lease is executed by Borrower, shall be an arms-length transaction with a bona fide, independent third party tenant (other than leases to the Manager on comparable terms and covering comparable space with those in place on the date hereof), and shall not have a Material Adverse Effect on the value or quality of the Property. If any of the conditions to entering into a Lease as set forth in this Section 9.4(a) are not satisfied, the consent of the (A) the Requisite Lenders if such Lease is a Major Lease and (B) the Administrative Agent with respect to any other Lease shall be required. (b) Borrower may not enter into any new Major Lease or Significant Lease for space in the Improvements unless the following conditions are satisfied: (i) Borrower shall have obtained the consent of (A) Requisite Lenders in the case of a Major Lease and (B) the Administrative Agent in the case of a Significant Lease, which consent shall not be unreasonably withheld if the proposed tenant is creditworthy (as determined by Requisite Lenders or Administrative Agent, as applicable, in their reasonable discretion) and the provisions of Sections 9.4(a)(ii) and (viii) have been complied with and (ii) such Major Lease or Significant Lease complies with the provisions of Sections 9.4(a)(i), (iii), (vi) (subject to Section 9.4(c) below) and (vii). (c) At Borrower’s request and at Borrower’s sole cost and expense, Administrative Agent shall promptly execute a subordination, non-disturbance and attornment agreement substantially in the form attached hereto as Exhibit H with such changes as may be requested by tenants and are reasonably acceptable to Administrative Agent for each Lease, provided that the terms and conditions of such Lease (including, any non-Major Lease, consent for which is not required hereunder) have been approved by Administrative Agent, which approval shall not be unreasonably withheld. (d) Borrower shall promptly reimburse Administrative Agent for all actual out-of-pocket costs and expenses reasonably incurred by Administrative Agent (including, without limitation, reasonable attorney’s fees and costs) in connection with Administrative Agent’s review and approval of any new Lease or any Modification of an existing Lease or any other related Lease documentation required to be reviewed and/or approved by Administrative Agent or Requisite Lenders under this Section 9.4 (including, without limitation, any costs and expenses of Administrative Agent and its counsel (but not any other Lender’s counsel) incurred in connection with the preparation and negotiation of any subordination, non-disturbance and attornment agreement). (e) Borrower shall have the right to request approval to the material economic and material non-economic terms of a proposed Lease or Modification which would be subject to Administrative Agent’s or Requisite Lenders’ approval hereunder, and upon approval of such terms, Administrative Agent or Requisite Lenders, as applicable, shall not unreasonably withhold consent to the final Lease documentation provided such Lease or Modification is consistent with such agreed upon terms and in any event Administrative Agent or Requisite Lenders, as applicable, shall not have the right to withhold consent to such Lease or Modification based upon objection to any of the previously approved terms. (f) Any failure of Administrative Agent or any Lender, as applicable, to respond to Borrower’s written request for consent or approval made to Administrative Agent pursuant to Section 9.3 or this Section 9.4 within ten (10) Business Days (or fifteen (15) Business Days if Requisite Lenders’ consent is required) of the date of any such request shall be deemed to constitute Administrative Agent’s or such Lender’s consent or approval, as applicable, provided that Borrower’s request (i) is made in accordance with the notice provisions of this Agreement; (ii) is accompanied by a copy of the Lease, memorandum, modification, amendment or other document or instrument for which consent or approval is being requested and (iii) states prominently in bold capital letters that Administrative Agent’s or Lender’s failure to respond within such time period may result in deemed consent or approval.

APPROVAL OF LEASES. (a) Borrower may enter into any Leases provided that all the following requirements are satisfied (the “Minimum Leasing Guidelines”):satisfied: (A) If the Lease is a Major Lease, Requisite Lenders’ prior written approval and (B) if the Lease is a Significant Lease, Administrative Agent’s prior written approval shall have first been obtained pursuant to Section 9.4(b), at Borrower’s sole cost and expense; (ii) The Lease shall be prepared substantially on the Borrower’s standard form of lease agreement, which has been approved by Administrative Agent (with changes as are commercially reasonable taking into consideration the size, credit and bargaining power of the related tenant) or other form required by the tenant (which, as modified in negotiations with the tenant, is commercially reasonable taking into consideration the size, credit and bargaining power of the tenant); (iii) The Lease shall be to a tenant who will occupy its premises for the conduct of its and its affiliates’ business and not as a master lease primarily for the subletting of space to others (it being understood that Leases to tenants who lease “office suites” (i.e., tenants who conduct a similar business to Regus Corporation) that are not Affiliates of Borrower or Guarantor are not prohibited by this clause (iii)); (iv) The Borrower shall deliver to Administrative Agent a true and complete copy of such Lease together with the delivery of the financial statements required by Section 10.1(a) and shall certify to Administrative Agent Borrower’s compliance with this Section 9.4; (v) [Reserved.] (vi) The Lease shall be subordinate to the Loan and the Deed of Trust (which subordination may be subject to the delivery by Administrative Agent of a subordination, non-disturbance and attornment agreement in accordance with the provisions of Section 9.4(c) below); (vivii) No purchase option, master lease options, or rights of first refusal for the sale of the Property shall be permitted without Administrative Agent’s prior written approval, which may be withheld in its sole and absolute discretion; and (viiviii) The Lease shall provide for rental rates and other material economic terms comparable to existing local market rates and terms (taking into account the type and quality of the tenant) as of the date such Lease is executed by Borrower, shall be an arms-length transaction with a bona fide, independent third party tenant (other than leases to the Manager on comparable terms and covering comparable space with those in place on the date hereof), and shall not have a Material Adverse Effect on the value or quality of the Property. If any of the conditions to entering into a Lease as set forth in this Section 9.4(a) are not satisfied, the consent of the (A) the Requisite Lenders if such Lease is a Major Lease and (B) the Administrative Agent with respect to any other Lease shall be required. (b) Borrower may not enter into any new Major Lease or Significant Lease for space in the Improvements unless the following conditions are satisfied: (i) Borrower shall have obtained the consent of (A) Requisite Lenders in the case of a Major Lease and (B) the Administrative Agent in the case of a Significant Lease, which consent shall not be unreasonably withheld if the proposed tenant is creditworthy (as determined by Requisite Lenders or Administrative Agent, as applicable, in their reasonable discretion) and the provisions of Sections 9.4(a)(ii) and (viii) have been complied with and (ii) such Major Lease or Significant Lease complies with the provisions of Sections 9.4(a)(i), (iii), (vi) (subject to Section Sections 9.4(c) below) and (vii). (c) At Borrower’s request and at Borrower’s sole cost and expense, Administrative Agent shall promptly execute a subordination, non-disturbance and attornment agreement substantially in the form attached hereto as Exhibit H with such changes as may be requested by tenants and are reasonably acceptable to Administrative Agent for each Lease, provided that the terms and conditions of such Lease (including, any non-Major Lease, consent for which is not required hereunder) have been approved by Administrative Agent, which approval shall not be unreasonably withheld. (d) Borrower shall promptly reimburse Administrative Agent for all actual out-of-pocket costs and expenses reasonably incurred by Administrative Agent (including, without limitation, reasonable attorney’s fees and costs) in connection with Administrative Agent’s review and approval of any new Lease or any Modification of an existing Lease or any other related Lease documentation required to be reviewed and/or approved by Administrative Agent or Requisite Lenders under this Section 9.4 (including, without limitation, any costs and expenses of Administrative Agent and its counsel (but not any other Lender’s counsel) incurred in connection with the preparation and negotiation of any subordination, non-disturbance and attornment agreement). (e) Borrower shall have the right to request approval to the material economic and material non-economic terms of a proposed Lease or Modification which would be subject to Administrative Agent’s or Requisite Lenders’ approval hereunder, and upon approval of such terms, Administrative Agent or Requisite Lenders, as applicable, shall not unreasonably withhold consent to the final Lease documentation provided such Lease or Modification is consistent with such agreed upon terms and in any event Administrative Agent or Requisite Lenders, as applicable, shall not have the right to withhold consent to such Lease or Modification based upon objection to any of the previously approved terms. (f) Any failure of Administrative Agent or any Lender, as applicable, to respond to Borrower’s written request for consent or approval made to Administrative Agent pursuant to Section 9.3 or this Section 9.4 within ten (10) Business Days (or fifteen (15) Business Days if Requisite Lenders’ consent is required) of the date of any such request shall be deemed to constitute Administrative Agent’s or such Lender’s consent or approval, as applicable, provided that Borrower’s request (i) is made in accordance with the notice provisions of this Agreement; (ii) is accompanied by a copy of the Lease, memorandum, modification, amendment or other document or instrument for which consent or approval is being requested and (iii) states prominently in bold capital letters that Administrative Agent’s or Lender’s failure to respond within such time period may result in deemed consent or approval.

APPROVAL OF LEASES. (a) Borrower may cause Mortgage Borrower to enter into any Leases provided that all the following requirements are satisfied (the “Minimum Leasing Guidelines”):satisfied: (Ai) If the Lease is a Major Lease, Requisite Lenders’ prior written approval and (B) if the Lease is a or Significant Lease, Administrative AgentLender’s prior written approval shall have first been obtained pursuant to Section 9.4(b), at Borrower’s sole cost and expense; (ii) The Lease shall be prepared substantially on the Mortgage Borrower’s standard form of lease agreement, which has been approved by Administrative Agent Lender (with changes as are commercially reasonable taking into consideration the size, credit and bargaining power of the related tenant) or other form required by the tenant (which, as modified in negotiations with the tenant, is commercially reasonable taking into consideration the size, credit and bargaining power of the tenant); (iii) The Lease shall be to a tenant who will occupy its premises for the conduct of its and its affiliates’ business and not as a master lease primarily for the subletting of space to others (it being understood that Leases to tenants who lease “office suites” (i.e., tenants who conduct a similar business to Regus Corporation) that are not Affiliates of Borrower or Guarantor are not prohibited by this clause (iii)); (iv) The Borrower shall or shall cause Mortgage Borrower to deliver to Administrative Agent Lender a true and complete copy of such Lease together with the delivery of the financial statements required by Section 10.1(a) and shall certify to Administrative Agent Lender Borrower’s compliance with this Section 9.4; (v) The Lease shall be subordinate to the Loan and the Deed of Trust (which subordination may be subject to the delivery by Administrative Agent of a subordination, non-disturbance and attornment agreement in accordance with the provisions of Section 9.4(c) below); (vi) No purchase option, master lease options, or rights of first refusal for the sale of the Property shall be permitted without Administrative Agent’s prior written approval, which may be withheld in its sole and absolute discretion; and (vii) The Lease shall provide for rental rates and other material economic terms comparable to existing local market rates and terms (taking into account the type and quality of the tenant) as of the date such Lease is executed by Borrower, shall be an arms-length transaction with a bona fide, independent third party tenant (other than leases to the Manager on comparable terms and covering comparable space with those in place on the date hereof), and shall not have a Material Adverse Effect on the value or quality of the Property. If any of the conditions to entering into a Lease as set forth in this Section 9.4(a) are not satisfied, the consent of the (A) the Requisite Lenders if such Lease is a Major Lease and (B) the Administrative Agent with respect to any other Lease shall be required. (b) Borrower may not enter into any new Major Lease or Significant Lease for space in the Improvements unless the following conditions are satisfied: (i) Borrower shall have obtained the consent of (A) Requisite Lenders in the case of a Major Lease and (B) the Administrative Agent in the case of a Significant Lease, which consent shall not be unreasonably withheld if the proposed tenant is creditworthy (as determined by Requisite Lenders or Administrative Agent, as applicable, in their reasonable discretion) and the provisions of Sections 9.4(a)(ii) and (viii) have been complied with and (ii) such Major Lease or Significant Lease complies with the provisions of Sections 9.4(a)(i), (iii), (vi) (subject to Section 9.4(c) below) and (vii). (c) At Borrower’s request and at Borrower’s sole cost and expense, Administrative Agent shall promptly execute a subordination, non-disturbance and attornment agreement substantially in the form attached hereto as Exhibit H with such changes as may be requested by tenants and are reasonably acceptable to Administrative Agent for each Lease, provided that the terms and conditions of such Lease (including, any non-Major Lease, consent for which is not required hereunder) have been approved by Administrative Agent, which approval shall not be unreasonably withheld. (d) Borrower shall promptly reimburse Administrative Agent for all actual out-of-pocket costs and expenses reasonably incurred by Administrative Agent (including, without limitation, reasonable attorney’s fees and costs) in connection with Administrative Agent’s review and approval of any new Lease or any Modification of an existing Lease or any other related Lease documentation required to be reviewed and/or approved by Administrative Agent or Requisite Lenders under this Section 9.4 (including, without limitation, any costs and expenses of Administrative Agent and its counsel (but not any other Lender’s counsel) incurred in connection with the preparation and negotiation of any subordination, non-disturbance and attornment agreement). (e) Borrower shall have the right to request approval to the material economic and material non-economic terms of a proposed Lease or Modification which would be subject to Administrative Agent’s or Requisite Lenders’ approval hereunder, and upon approval of such terms, Administrative Agent or Requisite Lenders, as applicable, shall not unreasonably withhold consent to the final Lease documentation provided such Lease or Modification is consistent with such agreed upon terms and in any event Administrative Agent or Requisite Lenders, as applicable, shall not have the right to withhold consent to such Lease or Modification based upon objection to any of the previously approved terms. (f) Any failure of Administrative Agent or any Lender, as applicable, to respond to Borrower’s written request for consent or approval made to Administrative Agent pursuant to Section 9.3 or this Section 9.4 within ten (10) Business Days (or fifteen (15) Business Days if Requisite Lenders’ consent is required) of the date of any such request shall be deemed to constitute Administrative Agent’s or such Lender’s consent or approval, as applicable, provided that Borrower’s request (i) is made in accordance with the notice provisions of this Agreement; (ii) is accompanied by a copy of the Lease, memorandum, modification, amendment or other document or instrument for which consent or approval is being requested and (iii) states prominently in bold capital letters that Administrative Agent’s or Lender’s failure to respond within such time period may result in deemed consent or approval.

APPROVAL OF LEASES. (a) Borrower may enter into any Leases provided that all shall perform its covenants and obligations under the following requirements are satisfied (the “Minimum Leasing Guidelines”): (A) If the Lease is a Major LeaseLeases, Requisite Lenders’ prior written approval and (B) if the Lease is a Significant Lease, Administrative Agent’s prior written approval shall have first been obtained pursuant to Section 9.4(b), at Borrower’s sole cost and expense; (ii) The Lease shall be prepared substantially on the Borrower’s standard form of lease agreement, which has been approved by Administrative Agent (with changes as are commercially reasonable taking into consideration the size, credit and bargaining power of the related tenant) or other form required by the tenant (which, as modified in negotiations with the tenant, is commercially reasonable taking into consideration the size, credit and bargaining power of the tenant); (iii) The Lease shall be to a tenant who will occupy its premises for the conduct of its and its affiliates’ business and not as a master lease primarily for the subletting of space to others (it being understood that Leases to tenants who lease “office suites” (i.e., tenants who conduct a similar business to Regus Corporation) that are not Affiliates of Borrower or Guarantor are not prohibited by this clause (iii)); (iv) The Borrower shall promptly deliver to Administrative Agent copies of any notices of default or other material notices received from any tenants under the Leases. Borrower shall not amend or modify any Lease that is not a true and complete copy Minor Lease or License Agreement in any material manner without the prior written consent of such Lease together with Administrative Agent (it being agreed, without limiting the delivery foregoing, that any amendment or modification to the Leases which (1) reduces the rent or term of the financial statements required Lease, (2) changes the permitted use by Section 10.1(athe tenant thereunder, (3) and shall certify to Administrative Agent Borrower’s compliance with this Section 9.4; (v) The Lease shall be subordinate provides for any material concessions to the Loan and tenant, (4) materially increases landlord’s obligations thereunder or (5) restricts the Deed future development of Trust any of the Property or (which subordination may be subject to the delivery by Administrative Agent of a subordination, non-disturbance and attornment agreement in accordance with the provisions of Section 9.4(c6) below); (vi) No purchase option, master lease grants any options, or rights of first refusal for or other similar rights to purchase any of the sale Property, shall be deemed material). In addition, Borrower shall not terminate any Lease that is not a Minor Lease or License Agreement without the prior written consent of Administrative Agent in Administrative Agent’s sole discretion, except that Borrower may terminate (A) Leases of tenants who are relocating to other space within the Property provided that such tenants execute Leases covering such space on substantially the same economic terms as the terminated Lease, (B) Leases under 5,000 square feet in the ordinary course of business of owning and operating a mixed use development in a reasonable and prudent manner, so long as (i) no Default or Potential Default is then existing and (ii) in the case of (B), such Lease is being terminated on account of either (x) a default by the tenant under the Lease in question or (y) the redevelopment of that portion of the Property shall be permitted without Administrative Agent’s prior written approvalaffected by such Lease. All Leases (and lease terminations, which may be withheld in its sole and absolute discretion; and (viimodifications or amendments) The Lease shall provide for rental rates and other material economic terms comparable to existing local market rates and terms (taking into account the type and quality of all or any part of the tenantProperty shall: (a) as of satisfy the date such Lease is executed by Borrower, shall be requirements for an arms-length transaction with a bona fide, independent third party tenant (other than leases to the Manager on comparable terms and covering comparable space with those in place on the date hereof), and shall not have a Material Adverse Effect on the value or quality of the Property. If any of the conditions to entering into a Approved Lease as set forth in this Section 9.4(a) are not satisfied, the consent of the (A) the Requisite Lenders if such Lease is a Major Lease definition thereof; and (Bb) the include estoppel, subordination, attornment and mortgagee protection provisions satisfactory to Administrative Agent with respect to any other in Administrative Agent’s reasonable discretion. Any material deviation from the Approved Lease Form shall be requiredsubject to the prior approval of Administrative Agent prior to execution of any lease using such form, such approval not to be unreasonably withheld. (b) Borrower may shall not enter into any new Major Lease of any portion of the Property unless such Lease satisfies the requirements of an Approved Lease. As used in this Agreement, an “Approved Lease” means (1) a License Agreement, (2) a Lease that is in effect prior to the Effective Date and which has been reviewed by Administrative Agent, (3) a Lease executed after the Effective Date covering less than 2,500 rentable square feet of the Property and that provides for a Net Effective Rent of at least seventy percent (70%) or Significant more of Pro Forma Rent and is substantially on an Approved Lease for space in Form and otherwise on arm’s length terms and with a tenant unaffiliated with Borrower or Guarantor (a “Minor Lease”) and (4) a Lease executed after the Improvements unless Effective Date covering 2,500 rentable square feet or more of the following conditions are satisfied: Property that (i) Borrower shall have obtained is substantially on the consent of (A) Requisite Lenders in Approved Lease Form or, if not substantially on the case of a Major Approved Lease and (B) the Form, is approved by Administrative Agent in the case of a Significant Leasewriting as to form and content, which consent shall not be unreasonably withheld if the proposed tenant is creditworthy (as determined by Requisite Lenders or Administrative Agent, as applicable, in their reasonable discretion) and the provisions of Sections 9.4(a)(ii) and (viii) have been complied with and (ii) such Major Lease or Significant Lease complies with the provisions of Sections 9.4(a)(iis on economic terms not materially less favorable than Pro Forma Rent (including, but not limited to, term, Net Effective Rent (as hereinafter defined), expense recovery and tenant improvement/concession package), (iii)) with respect to a Lease that covers less than 10,000 rentable square of area of the Property, and notwithstanding clause (viii) above, such Lease provides for a Net Effective Rent of at least eighty-five percent (subject to Section 9.4(c85%) below) or more of Pro Forma Rent, and (vii). (c) At Borrower’s request and at Borrower’s sole cost and expenseif such Lease does not satisfy the required Net Effective Rent, Administrative Agent shall promptly execute a subordination, non-disturbance has otherwise reviewed and attornment agreement substantially in the form attached hereto as Exhibit H with approved such changes as may be requested by tenants and are reasonably acceptable to Administrative Agent for each Lease, provided (iv) with respect to a Lease that covers 10,000 rentable square feet or more of the terms and conditions Property but less than 25,000 rentable square feet of the Property, such Lease (including, any non-Major Lease, consent for which is not required hereunder) have been approved by Administrative Agent, which approval shall not be unreasonably withheld. (d) Borrower shall promptly reimburse Administrative Agent for all actual out-of-pocket costs and expenses reasonably incurred by Administrative Agent (including, without limitation, reasonable attorney’s fees and costs) in connection with Administrative Agent’s review and approval of any new Lease or any Modification of an existing Lease or any other related Lease documentation required to be reviewed and/or a tenant approved by Administrative Agent or Requisite Lenders under this Section 9.4 (includingas to the creditworthiness of such tenant, without limitation, any costs and expenses of such Lease has been reviewed and approved by Administrative Agent and its counsel (but not any other Lender’s counselv) incurred in connection with respect to a Lease that covers 25,000 rentable square or more of the preparation Property, such Lease is with a tenant approved by Administrative Agent as to the creditworthiness of such tenant, and negotiation such Lease has been reviewed and approved by the Requisite Lenders. Borrower shall provide a copy of any subordination, non-disturbance and attornment agreement). (e) Borrower shall have the right executed Leases to request approval to the material economic and material non-economic terms of a proposed Lease or Modification which would be subject to Administrative Agent upon Administrative Agent’s or Requisite Lenders’ approval hereunder, and upon approval of such terms, Administrative Agent or Requisite Lenders, as applicable, shall not unreasonably withhold consent to the final Lease documentation provided such Lease or Modification is consistent with such agreed upon terms and in any event Administrative Agent or Requisite Lenders, as applicable, shall not have the right to withhold consent to such Lease or Modification based upon objection to any of the previously approved termsrequest. (f) Any failure of Administrative Agent or any Lender, as applicable, to respond to Borrower’s written request for consent or approval made to Administrative Agent pursuant to Section 9.3 or this Section 9.4 within ten (10) Business Days (or fifteen (15) Business Days if Requisite Lenders’ consent is required) of the date of any such request shall be deemed to constitute Administrative Agent’s or such Lender’s consent or approval, as applicable, provided that Borrower’s request (i) is made in accordance with the notice provisions of this Agreement; (ii) is accompanied by a copy of the Lease, memorandum, modification, amendment or other document or instrument for which consent or approval is being requested and (iii) states prominently in bold capital letters that Administrative Agent’s or Lender’s failure to respond within such time period may result in deemed consent or approval.

APPROVAL OF LEASES. (a) Borrower may cause Mortgage Borrower to enter into any Leases provided that all the following requirements are satisfied (the “Minimum Leasing Guidelines”):satisfied: (Ai) If the Lease is a Major Lease, Requisite Lenders’ prior written approval and (B) if the Lease is or a Significant Lease, Administrative AgentLender’s prior written approval shall have first been obtained pursuant to Section 9.4(b), at Borrower’s sole cost and expense; (ii) The Lease shall be prepared substantially on the Mortgage Borrower’s standard form of lease agreement, which has been approved by Administrative Agent Lender (with changes as are commercially reasonable taking into consideration the size, credit and bargaining power of the related tenant) or other form required by the tenant (which, as modified in negotiations with the tenant, is commercially reasonable taking into consideration the size, credit and bargaining power of the tenant); (iii) The Lease shall be to a tenant who will occupy its premises for the conduct of its and its affiliates’ business and not as a master lease primarily for the subletting of space to others (it being understood that Leases to tenants who lease “office suites” (i.e., tenants who conduct a similar business to Regus Corporation) that are not Affiliates of Borrower, Mortgage Borrower or Guarantor are not prohibited by this clause (iii)); (iv) The Borrower shall or shall cause Mortgage Borrower to deliver to Administrative Agent Lender a true and complete copy of such Lease together with the delivery of the financial statements required by Section 10.1(a) and shall certify to Administrative Agent Lender Borrower’s compliance with this Section 9.4; (v) The Lease shall be subordinate to the Mortgage Loan and the Deed of Trust (which subordination may be subject to the delivery by Administrative Agent of a subordination, non-disturbance and attornment agreement in accordance with the provisions of Section 9.4(c) belowof the Mortgage Loan Agreement); (vi) No purchase option, master lease options, or rights of first refusal for the sale of the Property shall be permitted without Administrative AgentLender’s prior written approval, which may be withheld in its sole and absolute discretion; and (vii) The Lease shall provide for rental rates and other material economic terms comparable to existing local market rates and terms (taking into account the type and quality of the tenant) as of the date such Lease is executed by Mortgage Borrower, shall be an arms-length transaction with a bona fide, independent third party tenant (other than leases to the Manager on comparable terms and covering comparable space with those in place on the date hereof), and shall not have a Material Adverse Effect on the value or quality of the Property. If any of the conditions to entering into a Lease as set forth in this Section 9.4(a) are not satisfied, the consent of the (A) the Requisite Lenders if such Lease is a Major Lease and (B) the Administrative Agent with respect to any other Lease Lender shall be required. (b) Borrower may not enter into any new Major Lease or Significant Lease for space in the Improvements unless the following conditions are satisfied: (i) Borrower shall have obtained the consent of (A) Requisite Lenders in the case of a Major Lease and (B) the Administrative Agent in the case of a Significant LeaseLender, which consent shall not be unreasonably withheld if the proposed tenant is creditworthy (as determined by Requisite Lenders or Administrative Agent, as applicable, Lender in their its reasonable discretion) and the provisions of Sections 9.4(a)(ii) and (viii) have been complied with and (ii) such Major Lease or Significant Lease complies with the provisions of Sections 9.4(a)(i), (iii), (vi) (subject to Section 9.4(c) below) and (vii). (c) At Borrower’s request and at Borrower’s sole cost and expense, Administrative Agent shall promptly execute a subordination, non-disturbance and attornment agreement substantially in the form attached hereto as Exhibit H with such changes as may be requested by tenants and are reasonably acceptable to Administrative Agent for each Lease, provided that the terms and conditions of such Lease (including, any non-Major Lease, consent for which is not required hereunder) have been approved by Administrative Agent, which approval shall not be unreasonably withheld. (d) Borrower shall promptly reimburse Administrative Agent for all actual out-of-pocket costs and expenses reasonably incurred by Administrative Agent (including, without limitation, reasonable attorney’s fees and costs) in connection with Administrative Agent’s review and approval of any new Lease or any Modification of an existing Lease or any other related Lease documentation required to be reviewed and/or approved by Administrative Agent or Requisite Lenders under this Section 9.4 (including, without limitation, any costs and expenses of Administrative Agent and its counsel (but not any other Lender’s counsel) incurred in connection with the preparation and negotiation of any subordination, non-disturbance and attornment agreement). (e) Borrower shall have the right to request approval to the material economic and material non-economic terms of a proposed Lease or Modification which would be subject to Administrative Agent’s or Requisite Lenders’ approval hereunder, and upon approval of such terms, Administrative Agent or Requisite Lenders, as applicable, shall not unreasonably withhold consent to the final Lease documentation provided such Lease or Modification is consistent with such agreed upon terms and in any event Administrative Agent or Requisite Lenders, as applicable, shall not have the right to withhold consent to such Lease or Modification based upon objection to any of the previously approved terms. (f) Any failure of Administrative Agent or any Lender, as applicable, to respond to Borrower’s written request for consent or approval made to Administrative Agent pursuant to Section 9.3 or this Section 9.4 within ten (10) Business Days (or fifteen (15) Business Days if Requisite Lenders’ consent is required) of the date of any such request shall be deemed to constitute Administrative Agent’s or such Lender’s consent or approval, as applicable, provided that Borrower’s request (i) is made in accordance with the notice provisions of this Agreement; (ii) is accompanied by a copy of the Lease, memorandum, modification, amendment or other document or instrument for which consent or approval is being requested and (iii) states prominently in bold capital letters that Administrative Agent’s or Lender’s failure to respond within such time period may result in deemed consent or approval.

APPROVAL OF LEASES. (a) Borrower may enter into any Leases provided that all the following requirements are satisfied (the “Minimum Leasing Guidelines”):satisfied: (A) If the Lease is a Major Lease, Requisite Lenders’ prior written approval and (B) if the Lease is a Significant Lease, Administrative Agent’s prior written approval shall have first been obtained pursuant to Section 9.4(b), at Borrower’s sole cost and expense; (ii) The Lease shall be prepared substantially on the Borrower’s standard form of lease agreement, which has been approved by Administrative Agent (with changes as are commercially reasonable taking into consideration the size, credit and bargaining power of the related tenant) or other form required by the tenant (which, as modified in negotiations with the tenant, is commercially reasonable taking into consideration the size, credit and bargaining power of the tenant); (iii) The Lease shall be to a tenant who will occupy its premises for the conduct of its and its affiliates’ business and not as a master lease primarily for the subletting of space to others (it being understood that Leases to tenants who lease “office suites” (i.e., tenants who conduct a similar business to Regus Corporation) that are not Affiliates of Borrower or Guarantor are not prohibited by this clause (iii)); (iv) The Borrower shall deliver to Administrative Agent a true and complete copy of such Lease together with the delivery of the financial statements required by Section 10.1(a) and shall certify to Administrative Agent Borrower’s compliance with this Section 9.4; (v) [Reserved.] (vi) The Lease shall be subordinate to the Loan and the Deed of Trust (which subordination may be subject to the delivery by Administrative Agent of a subordination, non-disturbance and attornment agreement in accordance with the provisions of Section 9.4(c) below); (vivii) No purchase option, master lease options, or rights of first refusal for the sale of the Property shall be permitted without Administrative Agent’s prior written approval, which may be withheld in its sole and absolute discretion; and (viiviii) The Lease shall provide for rental rates and other material economic terms comparable to existing local market rates and terms (taking into account the type and quality of the tenant) as of the date such Lease is executed by Borrower, shall be an arms-length transaction with a bona fide, independent third party tenant (other than leases to the Manager on comparable terms and covering comparable space with those in place on the date hereof), and shall not have a Material Adverse Effect on the value or quality of the Property. If any of the conditions to entering into a Lease as set forth in this Section 9.4(a) are not satisfied, the consent of the (A) the Requisite Lenders if such Lease is a Major Lease and (B) the Administrative Agent with respect to any other Lease shall be required. (b) Borrower may not enter into any new Major Lease or Significant Lease for space in the Improvements unless the following conditions are satisfied: (i) Borrower shall have obtained the consent of (A) Requisite Lenders in the case of a Major Lease and (B) the Administrative Agent in the case of a Significant Lease, which consent shall not be unreasonably withheld if the proposed tenant is creditworthy (as determined by Requisite Lenders or Administrative Agent, as applicable, in their reasonable discretion) and the provisions of Sections 9.4(a)(ii) and (viii) have been complied with and (ii) such Major Lease or Significant Lease complies with the provisions of Sections 9.4(a)(i), (iii), (vi) (subject to Section Sections 9.4(c) below) and (vii). (c) At Borrower’s request and at Borrower’s sole cost and expense, Administrative Agent shall promptly execute a subordination, non-disturbance and attornment agreement substantially in the form attached hereto as Exhibit H I with such changes as may be requested by tenants and are reasonably acceptable to Administrative Agent for each Lease, provided that the terms and conditions of such Lease (including, any non-Major Lease, consent for which is not required hereunder) have been approved by Administrative Agent, which approval shall not be unreasonably withheld. (d) Borrower shall promptly reimburse Administrative Agent for all actual out-of-pocket costs and expenses reasonably incurred by Administrative Agent (including, without limitation, reasonable attorney’s fees and costs) in connection with Administrative Agent’s review and approval of any new Lease or any Modification of an existing Lease or any other related Lease documentation required to be reviewed and/or approved by Administrative Agent or Requisite Lenders under this Section 9.4 (including, without limitation, any costs and expenses of Administrative Agent and its counsel (but not any other Lender’s counsel) incurred in connection with the preparation and negotiation of any subordination, non-disturbance and attornment agreement). (e) Borrower shall have the right to request approval to the material economic and material non-economic terms of a proposed Lease or Modification which would be subject to Administrative Agent’s or Requisite Lenders’ approval hereunder, and upon approval of such terms, Administrative Agent or Requisite Lenders, as applicable, shall not unreasonably withhold consent to the final Lease documentation provided such Lease or Modification is consistent with such agreed upon terms and in any event Administrative Agent or Requisite Lenders, as applicable, shall not have the right to withhold consent to such Lease or Modification based upon objection to any of the previously approved terms. (f) Any failure of Administrative Agent or any Lender, as applicable, to respond to Borrower’s written request for consent or approval made to Administrative Agent pursuant to Section 9.3 or this Section 9.4 within ten (10) Business Days (or fifteen (15) Business Days if Requisite Lenders’ consent is required) of the date of any such request shall be deemed to constitute Administrative Agent’s or such Lender’s consent or approval, as applicable, provided that Borrower’s request (i) is made in accordance with the notice provisions of this Agreement; (ii) is accompanied by a copy of the Lease, memorandum, modification, amendment or other document or instrument for which consent or approval is being requested and (iii) states prominently in bold capital letters that Administrative Agent’s or Lender’s failure to respond within such time period may result in deemed consent or approval.

APPROVAL OF LEASES. (a) Except for leases that are already executed or approved, the Borrower may shall not enter into any Leases provided that all tenant lease of space (whether office or retail) in the following requirements are satisfied (Improvements unless satisfactory to or deemed satisfactory to the “Minimum Leasing Guidelines”): (A) If Bank prior to execution. The Borrower’s standard form of tenant leases for office space or retail space, and any revisions thereto, must have the Lease is a Major Lease, Requisite Lenders’ prior written approval and of the Bank. Any tenant lease shall be “deemed” satisfactory to the Bank to the extent: (Bi) if such lease is on the Lease is a Significant Leasestandard form lease approved by the Bank, Administrative Agent’s prior written approval shall have first been obtained pursuant to Section 9.4(b), at Borrower’s sole cost and expensewith no material deviations except as approved in writing by the Bank in its reasonable discretion; (ii) The Lease shall be prepared substantially on such lease is entered into in the ordinary course of business with a bona fide third-party tenant, and, in the case of any commercial lease, including without limitation, a lease relating to retail space or to office space, the Borrower’s standard form of lease agreement, which acting in good faith and exercising due diligence, has been approved by Administrative Agent (with changes as are commercially reasonable taking into consideration the size, credit and bargaining power of the related tenant) or other form required by determined that the tenant (which, as modified in negotiations with is financially capable of performing its obligations under the tenant, is commercially reasonable taking into consideration the size, credit and bargaining power of the tenant)lease; (iii) The Lease shall be a copy of such lease is received by the Bank (together, in the case of leases relating to a any commercial space, including without limitation, leases relating to retail space or to office space, with each guarantee thereof (if any) and financial information regarding the tenant who will occupy its premises for and each guarantor (if any) received by the conduct of its and its affiliates’ business and not as a master lease primarily for the subletting of space to others Borrower) within fifteen (it being understood that Leases to tenants who lease “office suites” (i.e., tenants who conduct a similar business to Regus Corporation15) that are not Affiliates of Borrower or Guarantor are not prohibited by this clause (iii))days after execution; (iv) The Borrower shall deliver to Administrative Agent a true and complete copy of such Lease together with the delivery of the financial statements required by Section 10.1(a) and shall certify to Administrative Agent Borrower’s compliance with this Section 9.4lease reflects an arm’s-length transaction; (v) The Lease shall be subordinate to such lease requires that the Loan tenant pay its prorata share of common area maintenance, insurance costs and the Deed of Trust (which subordination may be subject to the delivery by Administrative Agent of a subordination, non-disturbance and attornment agreement in accordance with the provisions of Section 9.4(c) below)taxes; (vi) No purchase option, master such lease options, or rights of first refusal does not require the Borrower to provide funds for the sale tenant improvements in excess of the Property shall be permitted without Administrative Agent’s prior written approval, which may be withheld in its sole and absolute discretionper square foot allowance (if any) preapproved by the Bank; and (vii) such lease is expressly subordinate to the Bank’s lien. The Lease Borrower shall provide for rental rates and other material economic terms comparable to existing local market rates and terms (taking into account the type and quality of the tenant) as of the date such Lease is executed by Borrower, shall be an arms-length transaction with a bona fide, independent third party tenant (other than leases to the Manager on comparable terms Bank a correct and covering comparable space with those in place on the date hereofcomplete copy of each tenant lease, including any exhibits, and each guarantee thereof (if any), and shall not have a Material Adverse Effect on the value or quality of the Property. If any of the conditions prior to entering into a Lease as set forth in this Section 9.4(a) are not satisfied, the consent of the (A) the Requisite Lenders if such Lease is a Major Lease and (B) the Administrative Agent with respect to any other Lease shall be required. (b) Borrower may not enter into any new Major Lease or Significant Lease for space in the Improvements execution unless the following conditions are satisfied: (i) lease in question is satisfactory to the Bank under the preceding requirements. The Borrower shall have obtained shall, throughout the consent term of (A) Requisite Lenders in the case of a Major Lease and (B) the Administrative Agent in the case of a Significant Leasethis Loan Agreement, which consent shall not be unreasonably withheld if the proposed tenant is creditworthy (as determined by Requisite Lenders or Administrative Agent, as applicable, in their pay all reasonable discretion) and the provisions of Sections 9.4(a)(ii) and (viii) have been complied with and (ii) such Major Lease or Significant Lease complies with the provisions of Sections 9.4(a)(i), (iii), (vi) (subject to Section 9.4(c) below) and (vii). (c) At Borrower’s request and at Borrower’s sole cost and expense, Administrative Agent shall promptly execute a subordination, non-disturbance and attornment agreement substantially in the form attached hereto as Exhibit H with such changes as may be requested by tenants and are reasonably acceptable to Administrative Agent for each Lease, provided that the terms and conditions of such Lease (including, any non-Major Lease, consent for which is not required hereunder) have been approved by Administrative Agent, which approval shall not be unreasonably withheld. (d) Borrower shall promptly reimburse Administrative Agent for all actual out-of-pocket costs and expenses reasonably incurred by Administrative Agent (including, without limitation, reasonable attorney’s fees and costs) the Bank in connection with Administrative Agentthe Bank’s review and approval of any new Lease or any Modification of an existing Lease or any other related Lease documentation required to be reviewed and/or approved by Administrative Agent or Requisite Lenders under this Section 9.4 tenant leases and each guarantee thereof (includingif any), without limitation, any costs including reasonable attorneys’ fees and expenses of Administrative Agent and its counsel (but not any other Lender’s counsel) incurred in connection with the preparation and negotiation of any subordination, non-disturbance and attornment agreement)costs. (e) Borrower shall have the right to request approval to the material economic and material non-economic terms of a proposed Lease or Modification which would be subject to Administrative Agent’s or Requisite Lenders’ approval hereunder, and upon approval of such terms, Administrative Agent or Requisite Lenders, as applicable, shall not unreasonably withhold consent to the final Lease documentation provided such Lease or Modification is consistent with such agreed upon terms and in any event Administrative Agent or Requisite Lenders, as applicable, shall not have the right to withhold consent to such Lease or Modification based upon objection to any of the previously approved terms. (f) Any failure of Administrative Agent or any Lender, as applicable, to respond to Borrower’s written request for consent or approval made to Administrative Agent pursuant to Section 9.3 or this Section 9.4 within ten (10) Business Days (or fifteen (15) Business Days if Requisite Lenders’ consent is required) of the date of any such request shall be deemed to constitute Administrative Agent’s or such Lender’s consent or approval, as applicable, provided that Borrower’s request (i) is made in accordance with the notice provisions of this Agreement; (ii) is accompanied by a copy of the Lease, memorandum, modification, amendment or other document or instrument for which consent or approval is being requested and (iii) states prominently in bold capital letters that Administrative Agent’s or Lender’s failure to respond within such time period may result in deemed consent or approval.

APPROVAL OF LEASES. (a) Borrower may enter into any Leases Lease (including any Modification thereof), without consent from Administrative Agent or the Requisite Lenders, provided that all such Lease is not a Major Lease or a Minor Lease, so long as the following requirements are satisfied (the “Minimum Leasing Guidelines”):satisfied: (A) If the Lease is a Major Lease, Requisite Lenders’ prior written approval and (B) if the Lease is a Significant Lease, Administrative Agent’s prior written approval shall have first been obtained pursuant to Section 9.4(b), at Borrower’s sole cost and expense; (iii) The Lease shall be prepared substantially on the Borrower’s standard form of lease agreement, which has been approved by Administrative Agent (with changes as are commercially reasonable taking into consideration the size, credit and bargaining power of the related tenant) or other form required by the tenant (which, as modified in negotiations with the tenant, is commercially reasonable taking into consideration the size, credit and bargaining power of the tenant); (iiiii) The Lease shall be to a tenant who will occupy its premises for the conduct of its and its affiliates’ business and is not as a master lease primarily for the subletting of space to others (it being understood that Leases to tenants who lease “office suites” (i.e., tenants who conduct a similar business to Regus Corporation) that are not Affiliates an Affiliate of Borrower or Guarantor are not prohibited by this clause (iii))Guarantor; (iv) The Borrower shall deliver to Administrative Agent a true and complete copy of such Lease together with the delivery of the financial statements required by Section 10.1(a) and shall certify to Administrative Agent Borrower’s compliance with this Section 9.4; (viii) The Lease shall be subordinate to the Loan and the Deed of Trust Security Instrument (which subordination may be subject to the delivery by Administrative Agent of a subordination, non-disturbance and attornment agreement in accordance with the provisions of Section 9.4(c9.4(d) below); (viiv) No purchase option, master lease options, or rights of first refusal for the sale of the Property shall be permitted without Administrative Agent’s prior written approval, which may be withheld in its sole and absolute discretion; and; (viiv) The Lease shall provide for rental rates and other material economic terms comparable to existing local market rates and terms (taking into account the type and quality of the tenant) as of the date such Lease is executed by Borrower, shall be an arms-length transaction with a bona fide, independent third party tenant (other than leases to the Manager on comparable terms and covering comparable space with those in place on the date hereof), and shall not have a Material Adverse Effect on the value or quality of the Property. If For the avoidance of doubt, for any of the conditions to entering into a new Lease as set forth in this Section 9.4(a) are not satisfied, the consent of the (A) the Requisite Lenders if such Lease that is a Major Lease Lease, Requisite Lenders’ prior written approval and (B) the that is a Minor Lease, Administrative Agent with respect to any other Lease Agent’s prior written approval (in each case, which shall not be unreasonably withheld) shall be requiredrequired to be obtained, at Borrower’s sole cost and expense. (b) Borrower may not enter into any new Major For the avoidance of doubt, each Existing Lease or Significant Lease for space in the Improvements unless the following conditions are satisfied: (i) Borrower shall have obtained the consent of (A) Requisite Lenders in the case of a Major Lease and (B) the is hereby approved by Administrative Agent in the case of a Significant Lease, which consent shall not be unreasonably withheld if the proposed tenant is creditworthy (as determined by Requisite Lenders or Administrative Agent, as applicable, in their reasonable discretion) and the provisions of Sections 9.4(a)(ii) and (viii) have been complied with and (ii) such Major Lease or Significant Lease complies with the provisions of Sections 9.4(a)(i), (iii), (vi) (subject to Section 9.4(c) below) and (vii)Lenders. (c) Borrower must also obtain Requisite Lenders’ prior written consent to any assignment of Leases or subletting of leased space containing 70,000 square feet or more, and provided further that any consent of Requisite Lenders must be granted or withheld in Requisite Lenders’ reasonable discretion to the extent the terms of the applicable Lease require Borrower to be reasonable in granting or withholding its consent to any assignment or sublease by the applicable tenant; provided, however, that indirect assignments of Leases or subletting of leased space containing 70,000 square feet or more, or other tenant transfers permitted pursuant to the terms of a Lease 70,000 square feet or more which does not require Borrower’s consent as landlord to such transfer, shall only be subject to Requisite Lenders’ consent to the extent that Borrower is entitled to consent to the same pursuant to the terms of the applicable Lease. (d) At Borrower’s request and at Borrower’s sole cost and expense, Administrative Agent shall promptly (and in no event later than ten (10) Business Days upon receipt of request from Borrower) without any right of Administrative Agent to consent to such lease or impose additional burdens or requirements on the Borrower (except as may be expressly required hereunder) execute a subordination, non-disturbance and attornment agreement substantially in the form attached hereto as Exhibit H with such changes as may be requested by tenants and are reasonably acceptable to Administrative Agent for each LeaseLease for 5,000 square feet or greater, provided that the terms and conditions of such Lease (including, any non-Major Lease, consent for which is not required hereunder) have been approved by Administrative Agent, which Agent to the extent approval shall not be unreasonably withheldof such Lease is required pursuant to Section 9.4(a) hereof. (de) Borrower shall promptly reimburse Administrative Agent for all actual out-of-pocket reasonable costs and expenses reasonably incurred by Administrative Agent (including, without limitation, reasonable out-of-pocket attorney’s fees and costs) in connection with Administrative Agent’s review and approval of any new Lease or any Modification of an existing Lease or any other related Lease documentation required to be reviewed and/or approved by Administrative Agent or Requisite Lenders under this Section 9.4 (including, without limitation, any reasonable out-of-pocket costs and expenses of Administrative Agent and its counsel (but not any other Lender’s counsel)) incurred in connection with the preparation and negotiation of any subordination, non-disturbance and attornment agreement). (ef) Borrower shall have the right to request approval to the material economic and material non-economic terms of a proposed Lease or Modification which would be subject to Administrative Agent’s or Requisite Lenders’ approval hereunder, and upon approval of such terms, Administrative Agent or Requisite Lenders, as applicable, shall not unreasonably withhold consent to the final Lease documentation provided such Lease or Modification is consistent with such agreed upon terms and in any event Administrative Agent or Requisite Lenders, as applicable, shall not have the right to withhold consent to such Lease or Modification based upon objection to any of the previously approved terms. (fg) Any failure of Administrative Agent or any Lender, as applicable, to respond to Borrower’s written request for consent or approval made to Administrative Agent pursuant to Section 9.3 or this Section 9.4 within ten (10) Business Days (or fifteen (15) Business Days if Requisite Lenders’ consent is required) of the date of any such request shall be deemed to constitute Administrative Agent’s or such Lender’s consent or approval, as applicable, provided that Borrower’s request (i) is made in accordance with the notice provisions of this Agreement; (ii) is accompanied by a copy of the Lease, memorandum, modification, amendment or other document or instrument for which consent or approval is being requested and all other documents and information reasonably requested by, and reasonably necessary for, Administrative Agent and/or Lenders to evaluate such decision and (iii) states prominently in bold capital letters that Administrative Agent’s or Lender’s failure to respond within such time period may result in deemed consent or approval.

APPROVAL OF LEASES. (a) Borrower may enter into any Leases provided that all Subject to the following requirements are satisfied sentence, all leases (and lease terminations, renewals, material modifications or amendments) of any part of the Property hereafter executed (each, a “Minimum Leasing GuidelinesLease” and, collectively, “Leases”): (A) If the Lease is a Major shall, prior to Borrower’s execution of any such Lease, Requisite Lenders’ prior written approval and (B) if the Lease is a Significant Lease, Administrative Agent’s prior written approval shall have first been obtained pursuant to Section 9.4(b), at Borrower’s sole cost and expense; (ii) The Lease shall be prepared substantially on the Borrower’s standard form of lease agreement, which has been approved by Administrative Agent (with changes as are commercially reasonable taking into consideration the size, credit and bargaining power of the related tenant) or other form required by the tenant (which, as modified in negotiations with the tenant, is commercially reasonable taking into consideration the size, credit and bargaining power of the tenant); (iii) The Lease shall be to a tenant who will occupy its premises for the conduct of its and its affiliates’ business and not as a master lease primarily for the subletting of space to others (it being understood that Leases to tenants who lease “office suites” (i.e., tenants who conduct a similar business to Regus Corporation) that are not Affiliates of Borrower or Guarantor are not prohibited by this clause (iii)); (iv) The Borrower shall deliver to Administrative Agent a true and complete copy of such Lease together with the delivery of the financial statements required by Section 10.1(a) and shall certify to Administrative Agent Borrower’s compliance with this Section 9.4; (v) The Lease shall be subordinate to the Loan and the Deed of Trust (which subordination may be subject to the delivery by Administrative Agent of a subordination, non-disturbance and attornment agreement in accordance with the provisions of Section 9.4(c) below); (vi) No purchase option, master lease options, or rights of first refusal for the sale of the Property shall be permitted without Administrative Agent’s prior written approval, which may be withheld in its sole and absolute discretion; and (vii) The Lease shall provide for rental rates and other material economic terms comparable to existing local market rates and terms (taking into account the type and quality of the tenant) as of the date such Lease is executed by Borrower, shall be an arms-length transaction with a bona fide, independent third party tenant (other than leases to the Manager on comparable terms and covering comparable space with those in place on the date hereof), and shall not have a Material Adverse Effect on the value or quality of the Property. If any of the conditions to entering into a Lease as set forth in this Section 9.4(a) are not satisfied, the consent of the (A) the Requisite Lenders if such Lease is a Major Lease and (B) the Administrative Agent with respect to any other Lease shall be required. (b) Borrower may not enter into any new Major Lease or Significant Lease for space in the Improvements unless the following conditions are satisfied: (i) Borrower shall have obtained the consent of (A) Requisite Lenders in the case of a Major Lease and (B) the Administrative Agent in the case of a Significant Lease, which consent shall not be unreasonably withheld if the proposed tenant is creditworthy (as determined by Requisite Lenders or Administrative Agent, as applicable, in their reasonable discretion) and the provisions of Sections 9.4(a)(ii) and (viii) have been complied with and (ii) such Major Lease or Significant Lease complies with the provisions of Sections 9.4(a)(i), (iii), (vi) (subject to Section 9.4(c) below) and (vii). (c) At Borrower’s request and at Borrower’s sole cost and expense, Administrative Agent shall promptly execute a subordination, non-disturbance and attornment agreement substantially in the form attached hereto as Exhibit H with such changes as may be requested by tenants and are reasonably acceptable to Administrative Agent for each Lease, provided that the terms and conditions of such Lease (including, any non-Major Lease, consent for which is not required hereunder) have been approved approval by Administrative Agent, which approval shall not be unreasonably withheld. (d) Borrower shall promptly reimburse Administrative Agent for all actual out-of-pocket costs and expenses reasonably incurred by Administrative Agent (including, without limitation, reasonable attorney’s fees and costs) in connection with Administrative Agent’s review and approval of any new Lease conditioned or any Modification of an existing Lease or any other related Lease documentation required to be reviewed and/or approved by Administrative Agent or Requisite Lenders under this Section 9.4 (including, without limitationdelayed. Notwithstanding the foregoing, any costs and expenses of Administrative Agent and its counsel (but Lease that meets the following criteria shall not any other Lender’s counsel) incurred in connection with the preparation and negotiation of any subordination, non-disturbance and attornment agreement). (e) Borrower shall have the right to request approval to the material economic and material non-economic terms of a proposed Lease or Modification which would be subject to Administrative Agent’s consent and shall be deemed an Approved Lease: (a) is on Borrower’s standard lease form previously approved by Administrative Agent with no material deviations therefrom, including the estoppel, subordination, attornment and mortgagee protection provisions therein (unless a national or Requisite Lenders’ approval hereunderother credit tenant requires that its lease form be used), (b) if the lease is for 10,000 square feet or more, such Lease has an initial term of not less than five (5) years, (c) is with a tenant not affiliated with Borrower or Guarantor, and upon approval (d) does not contain a non-mutual termination right in favor of such terms, the tenant. Any material change to Borrower’s standard form of lease (which has been provided by Borrower and approved by Administrative Agent prior to the date hereof) shall be approved by Administrative Agent prior to execution of any lease using such form, such approval not to be unreasonably withheld, conditioned or Requisite Lenders, as applicable, shall delayed. The foregoing deemed consent provisions do not unreasonably withhold apply to a request for Administrative Agent’s consent to modify, terminate or agree to the final termination of the Ground Lease documentation provided or the Anchor Lease. Upon Administrative Agent’s written request, Borrower will promptly provide to Administrative Agent a copy of each Lease executed by Borrower regardless of whether such Lease or Modification is consistent with such agreed upon terms and in was subject to Administrative Agent’s consent. With respect to any event action that requires Administrative Agent’s consent under this Section 9.6, Borrower shall send Administrative Agent or Requisite Lenders, as applicable, shall not have the right to withhold consent a written request for approval with respect to such Lease (the “Initial Notice”), which Initial Notice shall have been accompanied by any and all required information and documentation relating thereto as may be reasonably required in order to approve or Modification based upon objection disapprove such action (the “Approval Information”). Provided no Default exists, any action with respect to any of the previously proposed Lease requiring Administrative Agent’s consent shall be deemed approved terms. (f) Any failure of by Administrative Agent or any Lender, as applicable, to respond to Borrower’s written request for consent or approval made to if Administrative Agent pursuant to Section 9.3 does not approve or this Section 9.4 disapprove any requested action within ten (10) Business Days after receipt by Administrative Agent of a second written notice from Borrower requesting Administrative Agent’s approval under this Section 9.6, which notice shall include in large, bold text: “THIS IS A REQUEST FOR LEASE APPROVAL. IF YOU DO NOT RESPOND WITHIN 10 BUSINESS DAYS, YOU SHALL BE DEEMED TO HAVE APPROVED THIS REQUEST,” so long as such second written notice was not sent to Administrative earlier than ten (or fifteen (1510) Business Days if Requisite Lenders’ consent is required) of the date of any such request shall be deemed to constitute after Administrative Agent’s or such Lender’s consent or approval, as applicable, provided that Borrower’s request (i) is made in accordance with the notice provisions of this Agreement; (ii) is accompanied by a copy receipt of the LeaseInitial Notice and the Approval Information. In addition to the parties to whom such Initial Notice shall be delivered pursuant to Section 13.4, memorandumthe second notice shall also be sent to the following parties: Xxxxx Xxxxxxx PNC Capital Markets LLC 000 Xxxxx Xxxxxx - 5th Floor Mailstop: P3-P3PP-05-2 Xxxxxxxxxx, modificationXX 00000 And Xxxxxxx X. Xxxxxxx PNC Financial Services Group, amendment or other document or instrument for which consent or approval is being requested and (iii) states prominently in bold capital letters that Administrative Agent’s or Lender’s failure to respond within such time period may result in deemed consent or approval.Inc. One PNC Plaza 000 Xxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000

APPROVAL OF LEASES. (a) Borrower may enter into shall perform its covenants and obligations under the Leases, and shall promptly deliver to Administrative Agent copies of any notices of default or other material notices received from any tenants under the Leases. Borrower shall not amend or modify any Lease that is not a Minor Lease in any material manner without the prior written consent of Administrative Agent (it being agreed, without limiting the foregoing, that any amendment or modification to the Leases provided that all which (1) reduces the following requirements are satisfied rent or term of the Lease, (2) changes the permitted use by the tenant thereunder, (3) provides for any material concessions to the tenant, (4) materially increases landlord’s obligations thereunder or (5) restricts the future development of any of the Property or (6) grants any options, rights of first refusal or other similar rights to purchase any of the Property, shall be deemed material). In addition, Borrower shall not terminate any Lease without the prior written consent of Administrative Agent in Administrative Agent’s sole discretion (a “Minimum Leasing GuidelinesTermination Consent”): ), unless such termination (A) If the Lease is a Major Lease, Requisite Lenders’ prior written approval and (B) if the Lease is a Significant Lease, Administrative Agent’s prior written approval shall have first been obtained pursuant to Section 9.4(b), at Borrower’s sole cost and expense; (ii) The Lease shall be prepared substantially on the Borrower’s standard form of lease agreement, which has been approved by Administrative Agent (with changes as are commercially reasonable taking into consideration the size, credit and bargaining power of the related tenant) or other form required by the tenant (which, as modified in negotiations with the tenant, is commercially reasonable taking into consideration the size, credit and bargaining power of the tenant); (iii) The Lease shall be to a tenant who will occupy its premises for is relocating to other space within the conduct of its and its affiliates’ business and not Property, provided that such tenant executes a new Lease covering such space on substantially the same economic terms as a master lease primarily for the subletting of space to others (it being understood that Leases to tenants who lease “office suites” (i.e., tenants who conduct a similar business to Regus Corporation) that are not Affiliates of Borrower or Guarantor are not prohibited by this clause (iii)); (iv) The Borrower shall deliver to Administrative Agent a true and complete copy of such Lease together with the delivery of the financial statements required by Section 10.1(a) and shall certify to Administrative Agent Borrower’s compliance with this Section 9.4; (v) The Lease shall be subordinate to the Loan and the Deed of Trust (which subordination may be subject to the delivery by Administrative Agent of a subordination, non-disturbance and attornment agreement in accordance with the provisions of Section 9.4(c) below); (vi) No purchase option, master lease optionsterminated Lease, or rights of first refusal for the sale (B) is a Lease covering less than 10,000 rentable square feet of the Property shall be permitted without Administrative Agent’s prior written approvaland Improvements, which may be withheld and (1) the termination is in its sole the ordinary course of business of owning and absolute discretion; and operating a mixed use development in a reasonable and prudent manner, (vii2) The Lease shall provide for rental rates no Default or Potential Default is then existing and other material economic terms comparable to existing local market rates and terms (taking into account the type and quality of the tenant3) as of the date such Lease is executed being terminated on account of a default by Borrowerthe tenant under the Lease in question. (b) All Leases (and lease terminations, shall be an arms-length transaction with a bona fide, independent third party tenant (other than leases to the Manager on comparable terms and covering comparable space with those in place on the date hereof), and shall not have a Material Adverse Effect on the value modifications or quality amendments) of all or any part of the Property. If any of Property and Improvements shall: (a) satisfy the conditions to entering into a requirements for an Approved Lease as set forth in this Section 9.4(a) are not satisfied, the consent of the (A) the Requisite Lenders if such Lease is a Major Lease definition thereof; and (B) the Administrative Agent with respect to any other Lease shall be required. (b) include estoppel, subordination, attornment and mortgagee protection provisions satisfactory to Administrative Agent in Administrative Agent’s reasonable discretion. Any material deviation from the Approved Lease Form shall be subject to the prior approval of Administrative Agent prior to execution of any lease using such form, such approval not to be unreasonably withheld. Borrower may shall provide a copy of any executed Lease to Administrative Agent upon Administrative Agent’s request. Borrower shall not enter into any new Major Lease or Significant of any portion of the Property and Improvements unless such Lease for space satisfies the requirements of an Approved Lease. As used in this Agreement, an “Approved Lease” means (1) a Lease that is in effect prior to the Effective Date and which has been reviewed by Administrative Agent, and (2) a Lease of the Property and Improvements entered into after the Effective Date in the Improvements unless the following conditions are satisfied: ordinary course of business of owning and operating a mixed-use development in a reasonable and prudent manner, on then market terms and conditions, and which is (i) Borrower shall have obtained the consent of (A) Requisite Lenders in the case of a Major Lease and (B) the approved by Administrative Agent in the case of a Significant Leaseas to form and content, which consent shall not be unreasonably withheld if the proposed tenant is creditworthy (as determined by Requisite Lenders or Administrative Agent, as applicable, in their reasonable discretion) and the provisions of Sections 9.4(a)(ii) and (viii) have been complied with and (ii) such Major Lease or Significant Lease complies with the provisions of Sections 9.4(a)(i), (iii), (vi) (subject to Section 9.4(c) below) and (vii). (c) At Borrower’s request and at Borrower’s sole cost and expense, Administrative Agent shall promptly execute a subordination, non-disturbance and attornment agreement substantially in the form attached hereto as Exhibit H with such changes as may be requested by tenants and are reasonably tenant whose creditworthiness is acceptable to Administrative Agent for each Lease, provided that and (iii) on economic terms generally not materially less favorable than the terms and conditions of such Lease Pro Forma Rent (including, any nonbut not limited to, term, Net Effective Rent, expenses recovery and tenant improvement/concession package). Notwithstanding the foregoing, (i) Minor Leases executed after the Effective Date and that provide for a Net Effective Rent of at least ninety-Major Leasefive percent (95%) or more of Pro Forma Rent and which are substantially on the Approved Lease Form and otherwise on arm’s length terms and with a tenant unaffiliated with Borrower or Guarantor, consent for which is shall be deemed “Approved Leases” and shall not required hereunder) have been approved be subject to review or approval by Administrative Agent, which approval (ii) Leases executed after the Effective Date covering at least 10,000 rentable square feet but less than 20,000 rentable square feet of the Property and Improvements, shall not be unreasonably withheld. (d) Borrower shall promptly reimburse Administrative Agent for all actual out-of-pocket costs and expenses reasonably incurred by Administrative Agent (including, without limitation, reasonable attorney’s fees and costs) in connection with Administrative Agent’s subject to the prior review and approval of any new Lease or any Modification of an existing Lease or any other related Lease documentation required to be reviewed and/or approved by Administrative Agent or Requisite Lenders under this Section 9.4 (including, without limitation, any costs and expenses of Administrative Agent and its counsel (but not any other Lender’s counsel) incurred in connection with the preparation and negotiation of any subordination, non-disturbance and attornment agreement). (e) Borrower shall have the right to request approval to the material economic and material non-economic terms of a proposed Lease or Modification which would be subject to Administrative Agent’s or Requisite Lenders’ approval hereunder, and upon approval of such terms, Administrative Agent or Requisite Lenders, as applicable, shall not unreasonably withhold consent to the final Lease documentation provided such Lease or Modification is consistent with such agreed upon terms and in any event Administrative Agent or Requisite Lenders, as applicable, shall not have the right to withhold consent to such Lease or Modification based upon objection to any of the previously approved terms. (f) Any failure of Administrative Agent or any Lender, as applicable, to respond to Borrower’s written request for consent or approval made to Administrative Agent pursuant to Section 9.3 or this Section 9.4 within ten (10) Business Days (or fifteen (15) Business Days if Requisite Lenders’ consent is required) of the date of any such request shall be deemed to constitute Administrative Agent’s or such Lender’s consent or approval, as applicable, provided that Borrower’s request (i) is made in accordance with the notice provisions of this Agreement; (ii) is accompanied by a copy of the Lease, memorandum, modification, amendment or other document or instrument for which consent or approval is being requested and (iii) states prominently in bold capital letters that Administrative Agent’s Leases executed after the Effective Date covering 20,000 or Lender’s failure more rentable square feet of the Property and Improvements shall be subject to respond within such time period may result in deemed consent or approvalthe review and approval of Requisite Lenders.