Common use of Leases; Lease Approval; Lease Termination Clause in Contracts

Leases; Lease Approval; Lease Termination. (i) Unless otherwise consented to by Lender in writing, all Leases entered into after the date of this Agreement shall (A) be to unaffiliated third parties and under market terms (provided, “market terms” shall not be deemed to require market rents), including, without limitation, those relating to insurance, waiver of claims, damage and destruction, condemnation, notice to mortgagee and subordination and attornment, (B) provide for uses of the Property that are consistent with first-class management thereof, and (C) be on a standard form lease reasonably approved by Lender subject to modification as reasonably required by Borrower. Additionally, at any time that Lender does not have first priority liens on at least four of the properties listed on Schedule 11.22, Borrower shall not execute any Major Lease nor materially modify or voluntarily terminate any such Major Lease (except for terminations by reason of a material default), in each case without Lender’s prior consent, not to be unreasonably withheld. (ii) With respect to Major Leases, if Lender’s consent thereto is required pursuant to clause (i) above, or if Borrower has requested Lender’s consent to a Lease which does not comply with the requirements set forth in Section 3.3(b)(i), if Lender has not notified Borrower of its disapproval of such proposed Lease within five (5) Business Days after Lender’s confirmation of receipt of such proposed Lease (together with a lease summary and also, in the case of a Major Lease, the financial statements and market comparisons as referenced below to the extent available) and a transmittal letter requesting that Lender review such proposed Lease and approve or disapprove such proposed Lease within such 5-Business day period and notifying Lender that a failure to respond within five (5) Business Days shall constitute a deemed approval, Lender shall be deemed to have consented to such proposed Lease. (iii) Whether Lender approval is required or not, Borrower shall promptly provide Lender with (1) a copy of every Lease executed with tenants occupying 10,000 square feet or more of the Property, and (2) any and all financial information received by Borrower from any such tenants. (iv) If Borrower receives any sums in consideration of any termination (or the release or discharge of any lessee) modification or amendment of any Lease (any such funds, a “Termination Payment”), then if such Termination Payment is less than $100,000 such Termination Payment may be retained by the Borrower, and if such Termination Payment is equal to or greater than $100,000, Borrower promptly shall deliver such Termination Payment to Lender to be held in a blocked and pledged cash collateral account to be then applied by Lender as follows: (1) Upon receipt of such Termination Payment, Lender shall determine the then loan-to-value ratio based upon Loan amount at such time (disbursed and undisbursed) to the market value of the Property, as such market value is reasonably determined by Lender based upon all information then available to Lender and taking into account the Lease termination or modification which generated the Termination Payment (such determination of value, the “Desktop Valuation”). If Lender determines, based upon such Desktop Valuation, that the loan-to-value ratio is greater than 60.0%, then Lender may apply all or a portion of such Termination Payment to repay principal outstanding under the Loan in order that such initial loan-to-value ratio may be achieved. However, if there are not sufficient funds in the Termination Payment to achieve such initial loan-to-value ratio, Borrower shall have no obligation to remargin the Loan from its separate funds. (2) If any portion of the Termination Payment remains after application (or non-application) pursuant to subclause (1) above, the remaining balance shall be held by Lender in the cash collateral account and then disbursed by Lender to Borrower in order to pay Lender approved re-tenanting costs with respect to the Property, subject to such reasonable conditions on disbursement as Lender may impose. After the affected premises has been re-leased, any balance remaining in such cash collateral account shall then be disbursed to Borrower. (3) Upon Borrower request, if made within ten (10) days following Lender’s determination of the Desktop Valuation and notice to Borrower of same, Lender shall obtain, at Borrower’s cost and expense, a new Appraisal of the Property to be used in-lieu of the Desktop Valuation when determining the loan-to-value ratio for purposes of this Section 3.3(b)(iv).

Leases; Lease Approval; Lease Termination. (i) Unless otherwise consented to by Lender in writing, all Leases entered into after the date of this Agreement shall (A) be to unaffiliated third parties and under market terms (provided, “market terms” shall not be deemed to require market rents), including, without limitation, those relating to insurance, waiver of claims, damage and destruction, condemnation, notice to mortgagee and subordination and attornment, (B) provide for uses of the Property that are consistent with first-class management thereof, and (C) be on a standard form lease reasonably approved by Lender subject to modification as reasonably required by Borrower. Additionally, at any time that Lender does not have first priority liens on at least four of the properties listed on Schedule 11.22, Borrower shall not execute any Major Lease nor materially modify or voluntarily terminate any such Major Lease (except for terminations by reason of a material default), in each case without Lender’s prior consent, not to be unreasonably withheld. (ii) With respect to Major Leases, if Lender’s consent thereto is required pursuant to clause (i) above, or if Borrower has requested Lender’s consent to a Lease which does not comply with the requirements set forth in Section 3.3(b)(i), if Lender has not notified Borrower of its disapproval of such proposed Lease within five (5) Business Days after Lender’s confirmation of receipt of such proposed Lease (together with a lease summary and also, in the case of a Major Lease, the financial statements and market comparisons as referenced below to the extent available) and a transmittal letter requesting that Lender review such proposed Lease and approve or disapprove such proposed Lease within such 5-Business day period and notifying Lender that a failure to respond within five (5) Business Days shall constitute a deemed approval, Lender shall be deemed to have consented to such proposed Lease. (iii) Whether Lender approval is required or not, Borrower shall promptly provide Lender with (1) a copy of every Lease executed with tenants occupying 10,000 square feet or more of the Property, and (2) any and all financial information received by Borrower from any such tenants. (iv) If Borrower receives any sums in consideration of any termination (or the release or discharge of any lessee) modification or amendment of any Lease (any such funds, a “Termination Payment”), then if such Termination Payment is less than $100,000 such Termination Payment may be retained by the Borrower, and if such Termination Payment is equal to or greater than $100,000, Borrower promptly shall deliver such Termination Payment to Lender to be held in a blocked and pledged cash collateral account to be then applied by Lender as follows: (1) Upon receipt of such Termination Payment, Lender shall determine the then loan-to-value ratio based upon Loan amount at such time (disbursed and undisbursed) to the market value of the Property, as such market value is reasonably determined by Lender based upon all information then available to Lender and taking into account the Lease termination or modification which generated the Termination Payment (such determination of value, the “Desktop Valuation”). If Lender determines, based upon such Desktop Valuation, that the loan-to-value ratio is greater than 60.060%, then Lender may apply all or a portion of such Termination Payment to repay principal outstanding under the Loan in order that such initial loan-to-value ratio may be achieved. However, if there are not sufficient funds in the Termination Payment to achieve such initial loan-to-value ratio, Borrower shall have no obligation to remargin the Loan from its separate funds. (2) If any portion of the Termination Payment remains after application (or non-application) pursuant to subclause (1) above, the remaining balance shall be held by Lender in the cash collateral account and then disbursed by Lender to Borrower in order to pay Lender approved re-tenanting costs with respect to the Property, subject to such reasonable conditions on disbursement as Lender may impose. After the affected premises has been re-leased, any balance remaining in such cash collateral account shall then be disbursed to Borrower. (3) Upon Borrower request, if made within ten (10) days following Lender’s determination of the Desktop Valuation and notice to Borrower of same, Lender shall obtain, at Borrower’s cost and expense, a new Appraisal of the Property to be used in-lieu of the Desktop Valuation when determining the loan-to-value ratio for purposes of this Section 3.3(b)(iv).

Leases; Lease Approval; Lease Termination. (i) Unless otherwise consented to by Lender in writing, all Leases entered into after the date of this Agreement shall (A) be to unaffiliated third parties and under market terms (provided, “market terms” shall not be deemed to require market rents), including, without limitation, those relating to insurance, waiver of claims, damage and destruction, condemnation, notice to mortgagee and subordination and attornment, (B) provide for uses of the Property that are consistent with first-class management thereof, and (C) be on a standard form lease reasonably approved by Lender subject to modification as reasonably required by Borrower. Additionally, at any time that Lender does not have first priority liens on at least four of the properties listed on Schedule 11.22, Borrower shall not execute any Major Lease nor materially modify or voluntarily terminate any such Major Lease (except for terminations by reason of a material default), in each case without Lender’s prior consent, not to be unreasonably withheld. (ii) With respect to Major Leases, if Lender’s consent thereto is required pursuant to clause (i) above, or if Borrower has requested Lender’s consent to a Lease which does not comply with the requirements set forth in Section 3.3(b)(i), if Lender has not notified Borrower of its disapproval of such proposed Lease within five (5) Business Days after Lender’s confirmation of receipt of such proposed Lease (together with a lease summary and also, in the case of a Major Lease, the financial statements and market comparisons as referenced below to the extent available) and a transmittal letter requesting that Lender review such proposed Lease and approve or disapprove such proposed Lease within such 5-Business day period and notifying Lender that a failure to respond within five (5) Business Days shall constitute a deemed approval, Lender shall be deemed to have consented to such proposed Lease. (iii) Whether Lender approval is required or not, Borrower shall promptly provide Lender with (1) a copy of every Lease executed with tenants occupying 10,000 square feet or more of the Property, and (2) any and all financial information received by Borrower from any such tenants. (iv) If Borrower receives any sums in consideration of any termination (or the release or discharge of any lessee) modification or amendment of any Lease (any such funds, a “Termination Payment”), then if such Termination Payment is less than $100,000 such Termination Payment may be retained by the Borrower, and if such Termination Payment is equal to or greater than $100,000, Borrower promptly shall deliver such Termination Payment to Lender to be held in a blocked and pledged cash collateral account to be then applied by Lender as follows: (1) Upon receipt of such Termination Payment, Lender shall determine the then loan-to-value ratio based upon Loan amount at such time (disbursed and undisbursed) to the market value of the Property, as such market value is reasonably determined by Lender based upon all information then available to Lender and taking into account the Lease termination or modification which generated the Termination Payment (such determination of value, the “Desktop Valuation”). If Lender determines, based upon such Desktop Valuation, that the loan-to-value ratio is greater than 60.0%, 56.01% then Lender may apply all or a portion of such Termination Payment to repay principal outstanding under the Loan in order that such initial loan-to-value ratio may be achieved. However, if there are not sufficient funds in the Termination Payment to achieve such initial loan-to-value ratio, Borrower shall have no obligation to remargin the Loan from its separate funds. (2) If any portion of the Termination Payment remains after application (or non-application) pursuant to subclause (1) above, the remaining balance shall be held by Lender in the cash collateral account and then disbursed by Lender to Borrower in order to pay Lender approved re-tenanting costs with respect to the Property, subject to such reasonable conditions on disbursement as Lender may impose. After the affected premises has been re-leased, any balance remaining in such cash collateral account shall then be disbursed to Borrower. (3) Upon Borrower request, if made within ten (10) days following Lender’s determination of the Desktop Valuation and notice to Borrower of same, Lender shall obtain, at Borrower’s cost and expense, a new Appraisal of the Property to be used in-lieu of the Desktop Valuation when determining the loan-to-value ratio for purposes of this Section 3.3(b)(iv).

Leases; Lease Approval; Lease Termination. (i) Unless otherwise consented to by Lender in writing, all Leases entered into after the date of this Agreement shall (A) be to unaffiliated third parties and under market terms (provided, “market terms” shall not be deemed to require market rents), including, without limitation, those relating to insurance, waiver of claims, damage and destruction, condemnation, notice to mortgagee and subordination and attornment, (B) provide for uses of the Property that are consistent with first-class management thereof, and (C) be on a standard form lease reasonably approved by Lender subject to modification as reasonably required by Borrower. Additionally, at any time that Lender does not have first priority liens on at least four of the properties listed on Schedule 11.22, Borrower shall not execute any Major Lease nor materially modify or voluntarily terminate any such Major Lease (except for terminations by reason of a material default), in each case without Lender’s prior consent, not to be unreasonably withheld. (ii) With respect to Major Leases, if Lender’s consent thereto is required pursuant to clause (i) above, or if Borrower has requested Lender’s consent to a Lease which does not comply with the requirements set forth in Section 3.3(b)(i), if Lender has not notified Borrower of its disapproval of such proposed Lease within five (5) Business Days after Lender’s confirmation of receipt of such proposed Lease (together with a lease summary and also, in the case of a Major Lease, the financial statements and market comparisons as referenced below to the extent available) and a transmittal letter requesting that Lender review such proposed Lease and approve or disapprove such proposed Lease within such 5-Business day period and notifying Lender that a failure to respond within five (5) Business Days shall constitute a deemed approval, Lender shall be deemed to have consented to such proposed Lease. (iii) Whether Lender approval is required or not, Borrower shall promptly provide Lender with (1) a copy of every Lease executed with tenants occupying 10,000 square feet or more of the Property, and (2) any and all financial information received by Borrower from any such tenants. (iv) If Borrower receives any sums in consideration of any termination (or the release or discharge of any lessee) modification or amendment of any Lease (any such funds, a “Termination Payment”), then if such Termination Payment is less than $100,000 such Termination Payment may be retained by the Borrower, and if such Termination Payment is equal to or greater than $100,000, Borrower promptly shall deliver such Termination Payment to Lender to be held in a blocked and pledged cash collateral account to be then applied by Lender as follows: (1) Upon receipt of such Termination Payment, Lender shall determine the then loan-to-value ratio based upon Loan amount at such time (disbursed and undisbursed) to the market value of the Property, as such market value is reasonably determined by Lender based upon all information then available to Lender and taking into account the Lease termination or modification which generated the Termination Payment (such determination of value, the “Desktop Valuation”). If Lender determines, based upon such Desktop Valuation, that the loan-to-value ratio is greater than 60.057.79%, then Lender may apply all or a portion of such Termination Payment to repay principal outstanding under the Loan in order that such initial loan-to-value ratio may be achieved. However, if there are not sufficient funds in the Termination Payment to achieve such initial loan-to-value ratio, Borrower shall have no obligation to remargin the Loan from its separate funds. (2) If any portion of the Termination Payment remains after application (or non-application) pursuant to subclause (1) above, the remaining balance shall be held by Lender in the cash collateral account and then disbursed by Lender to Borrower in order to pay Lender approved re-tenanting costs with respect to the Property, subject to such reasonable conditions on disbursement as Lender may impose. After the affected premises has been re-leased, any balance remaining in such cash collateral account shall then be disbursed to Borrower. (3) Upon Borrower request, if made within ten (10) days following Lender’s determination of the Desktop Valuation and notice to Borrower of same, Lender shall obtain, at Borrower’s cost and expense, a new Appraisal of the Property to be used in-lieu of the Desktop Valuation when determining the loan-to-value ratio for purposes of this Section 3.3(b)(iv).

Leases; Lease Approval; Lease Termination. (ia) Unless otherwise consented to by Lender Administrative Agent in writing, all Leases entered into after the date of this Agreement shall (Ai) be to unaffiliated third parties and under market terms (provided, “market terms” shall not be deemed to require market rents), including, without limitation, those relating to insurance, waiver of claims, damage and destruction, condemnation, notice to mortgagee and subordination and attornment, (Bii) provide for uses of the relevant Property that are consistent with first-class management thereof, and (Ciii) be on a standard form lease reasonably approved by Lender Administrative Agent subject to modification as reasonably required by the applicable Borrower. Additionally, at any time that Lender does not have first priority liens on at least four of the properties listed on Schedule 11.22, a Borrower shall not execute any Major Lease nor materially modify or voluntarily terminate any such Major Lease (except for terminations by reason of a material default), in each case without LenderAdministrative Agent’s prior consent, not to be unreasonably withheld; provided, that any Major Lease with respect to more than (A) 175,000 square feet of net rentable area or (B) fifteen percent (15%) of the total square footage of the Properties (as of the date of determination) shall be subject to the reasonable approval of Requisite Lenders. (iib) With respect to Major Leases, if Lender’s consent thereto is required pursuant to clause subsection (ia) above, or if a Borrower has requested Lender’s consent to a Lease which does not comply with the requirements set forth in Section 3.3(b)(iSections 9.3(a)(i), (ii) or (iii), then if Lender Administrative Agent has not notified such Borrower of its disapproval of such proposed Lease within five (5) Business Days (or, in cases where Requisite Lenders’ approval is required, eleven (11) Business Days) after LenderAdministrative Agent’s confirmation of receipt of (1) such proposed Lease (together with or a lease summary term sheet, in a form reasonably approved by Administrative Agent, containing the material business terms, and alsoother applicable information reasonably approved by Borrowers and Administrative Agent (the “Term Sheet”), which may be provided in lieu of such Lease), (2) any other reasonable information requested by Administrative Agent, (3) in the case of a Major Lease, the financial statements and market comparisons as referenced below to the extent availableavailable and (4) and a transmittal letter requesting that Lender Administrative Agent review such proposed Proposed Lease or Term Sheet and approve or disapprove such proposed Lease or Term Sheet within such 5-Business day Day period (or, in cases where Requisite Lenders’ approval is required, such 11-Business Day period) and notifying Lender Administrative Agent that a failure to respond within five (5) Business Days (or eleven (11) Business Days, as applicable) shall constitute a deemed approval, Lender then Administrative Agent shall be deemed to have consented to such proposed Lease. Notwithstanding the foregoing, Administrative Agent’s approval (or deemed approval) of a Term Sheet shall not be deemed to permit Borrower to enter into a Lease on a form other than Borrowers’ previously approved form lease (subject to modification as reasonably required by Borrowers). (iiic) Whether Lender approval is required or not, Borrower Borrowers shall promptly provide Lender Administrative Agent with (1i) a copy of every Lease executed with tenants occupying 10,000 square feet or more of the Property, and (2ii) any and all financial information received by Borrower Borrowers from any such tenants. (ivd) If a Borrower receives any sums in consideration of any termination (or the release or discharge of any lessee) modification or amendment of any Lease (any such funds, a “Termination Payment”), then if such Termination Payment is less than $100,000 such Termination Payment may shall be retained by the Borrower, and if such Termination Payment is equal to or greater than $100,000, Borrower promptly shall deliver such Termination Payment to Lender to be held in a blocked and pledged cash collateral account to be then applied by Lender as follows: (1) Upon receipt of such Termination Payment, Lender shall determine the then loan-to-value ratio based upon Loan amount at such time (disbursed and undisbursed) to the market value of the Property, as such market value is reasonably determined by Lender based upon all information then available to Lender and taking into account the Lease termination or modification which generated the Termination Payment (such determination of value, the “Desktop Valuation”). If Lender determines, based upon such Desktop Valuation, that the loan-to-value ratio is greater than 60.0%, then Lender may apply all or a portion of such Termination Payment to repay principal outstanding under the Loan in order that such initial loan-to-value ratio may be achieved. However, if there are not sufficient funds handled in the Termination Payment to achieve such initial loan-to-value ratio, Borrower shall have no obligation to remargin the Loan from its separate fundsmanner provided in Section 9.21 below. (2) If any portion of the Termination Payment remains after application (or non-application) pursuant to subclause (1) above, the remaining balance shall be held by Lender in the cash collateral account and then disbursed by Lender to Borrower in order to pay Lender approved re-tenanting costs with respect to the Property, subject to such reasonable conditions on disbursement as Lender may impose. After the affected premises has been re-leased, any balance remaining in such cash collateral account shall then be disbursed to Borrower. (3) Upon Borrower request, if made within ten (10) days following Lender’s determination of the Desktop Valuation and notice to Borrower of same, Lender shall obtain, at Borrower’s cost and expense, a new Appraisal of the Property to be used in-lieu of the Desktop Valuation when determining the loan-to-value ratio for purposes of this Section 3.3(b)(iv).

Leases; Lease Approval; Lease Termination. (ia) Unless otherwise consented to by Lender in writing, all Leases entered into after the date of this Agreement shall shall, in Lender’s reasonable discretion (Ai) be to unaffiliated third parties and under parties, (ii) contain market terms (provided, “market terms” shall not be deemed to require market rents), including, without limitation, those relating to insurance, waiver of claims, damage and destruction, condemnation, notice to mortgagee and subordination and attornment, (Biii) provide for uses of the Property that are consistent with first-class management thereof, and (Civ) be on a standard form lease reasonably approved by Lender subject to modification as reasonably required by Borrower. Additionally, at any time that Lender does not have first priority liens on at least four of the properties listed on Schedule 11.22, Borrower shall not cause Senior Borrower to execute any Major Lease nor materially modify or voluntarily terminate any such Major Lease (except for terminations by reason of a material defaultdefault or in the event tenant has a specific right to terminate provided in the Lease), in each case without Lender’s prior consent, not to be unreasonably withheld. (iib) With respect to Major Leases, if Lender’s consent thereto is required pursuant to clause subsection (ia) above, or if Borrower has requested Lender’s consent to a Lease which does not comply with the requirements set forth in Section 3.3(b)(iSections 9.3(a)(i), (ii) or (iii), then if Lender has not notified Borrower of its disapproval of such proposed Lease within five (5) Business Days after Lender’s confirmation of receipt of (1) such proposed Lease (together with or a lease summary term sheet, in a form reasonably approved by Lender, containing the material business terms, and alsoother applicable information reasonably approved by Borrower and Lender (the “Term Sheet”), which may be provided in lieu of such Lease), (2) any other reasonable information requested by Lender, (3) in the case of a Major Lease, the financial statements and market comparisons as referenced below to the extent availableavailable and (4) and a transmittal letter requesting that Lender review such proposed Lease or Term Sheet and approve or disapprove such proposed Lease or Term Sheet within such 5-Business day Day period and notifying Lender that a failure to respond within five (5) Business Days shall constitute a deemed approval, then Lender shall be deemed to have consented to such proposed Lease. Notwithstanding the foregoing, Lender’s approval (or deemed approval) of a Term Sheet shall not be deemed to permit Borrower to cause Senior Borrower to enter into a Lease on a form other than Borrower’s previously approved form lease (subject to modification as reasonably required by Borrower). (iiic) Whether Lender approval is required or not, Borrower shall promptly provide Lender with (1i) a copy of every Lease executed with tenants occupying 10,000 square feet or more of the Property, and (2ii) any and all financial information received by Borrower or Senior Borrower from any such tenants. (iv) If Borrower receives any sums in consideration of any termination (or the release or discharge of any lessee) modification or amendment of any Lease (any such funds, a “Termination Payment”), then if such Termination Payment is less than $100,000 such Termination Payment may be retained by the Borrower, and if such Termination Payment is equal to or greater than $100,000, Borrower promptly shall deliver such Termination Payment to Lender to be held in a blocked and pledged cash collateral account to be then applied by Lender as follows: (1) Upon receipt of such Termination Payment, Lender shall determine the then loan-to-value ratio based upon Loan amount at such time (disbursed and undisbursed) to the market value of the Property, as such market value is reasonably determined by Lender based upon all information then available to Lender and taking into account the Lease termination or modification which generated the Termination Payment (such determination of value, the “Desktop Valuation”). If Lender determines, based upon such Desktop Valuation, that the loan-to-value ratio is greater than 60.0%, then Lender may apply all or a portion of such Termination Payment to repay principal outstanding under the Loan in order that such initial loan-to-value ratio may be achieved. However, if there are not sufficient funds in the Termination Payment to achieve such initial loan-to-value ratio, Borrower shall have no obligation to remargin the Loan from its separate funds. (2) If any portion of the Termination Payment remains after application (or non-application) pursuant to subclause (1) above, the remaining balance shall be held by Lender in the cash collateral account and then disbursed by Lender to Borrower in order to pay Lender approved re-tenanting costs with respect to the Property, subject to such reasonable conditions on disbursement as Lender may impose. After the affected premises has been re-leased, any balance remaining in such cash collateral account shall then be disbursed to Borrower. (3) Upon Borrower request, if made within ten (10) days following Lender’s determination of the Desktop Valuation and notice to Borrower of same, Lender shall obtain, at Borrower’s cost and expense, a new Appraisal of the Property to be used in-lieu of the Desktop Valuation when determining the loan-to-value ratio for purposes of this Section 3.3(b)(iv).

Leases; Lease Approval; Lease Termination. (ia) Unless otherwise consented to by Lender Administrative Agent in writing, all Leases entered into after the date of this Agreement shall (Ai) be to unaffiliated third parties and under market terms (provided, “market terms” shall not be deemed to require market rents), including, without limitation, those relating to insurance, waiver of claims, damage and destruction, condemnation, notice to mortgagee and subordination and attornment, (Bii) provide for uses of the relevant Property that are consistent with first-class management thereof, and (Ciii) be on a standard form lease reasonably approved by Lender Administrative Agent subject to modification as reasonably required by the applicable Borrower. Additionally, at any time that Lender does not have first priority liens on at least four of the properties listed on Schedule 11.22, a Borrower shall not execute any Major Lease nor materially modify or voluntarily terminate any such Major Lease (except for terminations by reason of a material default), in each case without LenderAdministrative Agent’s prior consent, not to be unreasonably withheld; provided, that any Major Lease with respect to more than 100,000 square feet of net rentable area shall be subject to the reasonable approval of Requisite Lenders. (iib) With respect to Major Leases, if Lender’s consent thereto is required pursuant to clause subsection (ia) above, or if a Borrower has requested Lender’s consent to a Lease which does not comply with the requirements set forth in Section 3.3(b)(iSections 9.3(a)(i), (ii) or (iii), then if Lender Administrative Agent has not notified such Borrower of its disapproval of such proposed Lease within five (5) Business Days (or, in cases where Requisite Lenders’ approval is required, eleven (11) Business Days) after LenderAdministrative Agent’s confirmation of receipt of (1) such proposed Lease (together with or a lease summary term sheet, in a form reasonably approved by Administrative Agent, containing the material business terms, and alsoother applicable information reasonably approved by Borrowers and Administrative Agent (the “Term Sheet”), which may be provided in lieu of such Lease), (2) any other reasonable information requested by Administrative Agent, (3) in the case of a Major Lease, the financial statements and market comparisons as referenced below to the extent availableavailable and (4) and a transmittal letter requesting that Lender Administrative Agent review such proposed Proposed Lease or Term Sheet and approve or disapprove such proposed Lease or Term Sheet within such 5-Business day Day period (or, in cases where Requisite Lenders’ approval is required, such 11-Business Day period) and notifying Lender Administrative Agent that a failure to respond within five (5) Business Days (or eleven (11) Business Days, as applicable) shall constitute a deemed approval, Lender then Administrative Agent shall be deemed to have consented to such proposed Lease. Notwithstanding the foregoing, Administrative Agent’s approval (or deemed approval) of a Term Sheet shall not be deemed to permit Borrower to enter into a Lease on a form other than Borrowers’ previously approved form lease (subject to modification as reasonably required by Borrowers). (iiic) Whether Lender approval is required or not, Borrower shall promptly provide Lender Administrative Agent with (1i) a copy of every Lease executed with tenants occupying 10,000 square feet or more of the Property, and (2ii) any and all financial information received by Borrower from any such tenants. (ivd) If Borrower receives Without limiting any sums in consideration other provisions of this Section 9.3, upon receipt of any termination (or the release or discharge of any lessee) modification or amendment of any Lease (any such funds, a “Termination Payment”), then if the Borrower receiving such Termination Payment is less than $100,000 such Termination Payment may be retained by the Borrower, and if such Termination Payment is equal to or greater than $100,000, Borrower shall promptly shall deliver such Termination Payment to Lender to be held in a blocked and pledged cash collateral account to be then applied by Lender as follows: (1) Upon receipt of such Termination Payment, Lender Administrative Agent. Administrative Agent shall determine the then loan-to-value ratio based upon Loan amount at such time (disbursed and undisbursed) to the market value of the Property, as such market value is reasonably determined by Lender based upon all information then available to Lender and taking into account the Lease termination or modification which generated the Termination Payment (such determination of value, the “Desktop Valuation”). If Lender determines, based upon such Desktop Valuation, that the loan-to-value ratio is greater than 60.0%, then Lender may apply all or a portion of deposit any such Termination Payment into a blocked account with Xxxxx Fargo Bank, which account is hereby pledged by Borrowers to repay principal outstanding Administrative Agent, for the benefit of Lender, as additional collateral for the Loan and the performance by Borrowers of their obligations under the Loan in order that such initial loan-to-value ratio may be achieved. However, if there are not sufficient funds in Documents (the “Termination Payment to achieve such initial loan-to-value ratio, Borrower shall have no obligation to remargin the Loan from its separate funds. (2) If any portion of the Termination Payment remains after application (or non-application) pursuant to subclause (1) above, the remaining balance shall be held by Lender in the cash collateral account and then disbursed by Lender to Borrower in order to pay Lender approved re-tenanting costs with respect to the Property, subject to such reasonable conditions on disbursement as Lender may impose. After the affected premises has been re-leased, any balance remaining in such cash collateral account shall then be disbursed to Borrower. (3) Upon Borrower request, if made within ten (10) days following Lender’s determination of the Desktop Valuation and notice to Borrower of same, Lender shall obtain, at Borrower’s cost and expense, a new Appraisal of the Property to be used in-lieu of the Desktop Valuation when determining the loan-to-value ratio for purposes of this Section 3.3(b)(ivAccount”).

Leases; Lease Approval; Lease Termination. (ia) Unless otherwise consented to by Lender Administrative Agent in writing, all Leases entered into after the date of this Agreement shall (Ai) be to unaffiliated third parties and under market terms (provided, “market terms” shall not be deemed to require market rents), including, without limitation, those relating to insurance, waiver of claims, damage and destruction, condemnation, notice to mortgagee and subordination and attornment, (Bii) provide for uses of the Property that are consistent with first-class management thereof, and (Ciii) be on a standard form lease reasonably approved by Lender Administrative Agent subject to modification as reasonably required by Borrower. Additionally, at any time that Lender does not have first priority liens on at least four of the properties listed on Schedule 11.22, Borrower shall not execute any Major Lease nor materially modify or voluntarily terminate any such Major Lease (except for terminations by reason of a material default), in each case without LenderAdministrative Agent’s prior consent, not to be unreasonably withheld; provided, that any Major Lease with respect to more than 100,000 square feet of net rentable area shall be subject to the reasonable approval of Requisite Lenders. (iib) With respect to Major Leases, if Lender’s consent thereto is required pursuant to clause subsection (ia) above, or if Borrower has requested Lender’s consent to a Lease which does not comply with the requirements set forth in Section 3.3(b)(iSections 9.3(a)(i), (ii) or (iii), then if Lender Administrative Agent has not notified Borrower of its disapproval of such proposed Lease within five (5) Business Days (or, in cases where Requisite Lenders’ approval is required, eleven (11) Business Days) after LenderAdministrative Agent’s confirmation of receipt of (1) such proposed Lease (together with or a lease summary term sheet, in a form reasonably approved by Administrative Agent, containing the material business terms, and alsoother applicable information reasonably approved by Borrower and Administrative Agent (the “Term Sheet”), which may be provided in lieu of such Lease), (2) any other reasonable information requested by Administrative Agent, (3) in the case of a Major Lease, the financial statements and market comparisons as referenced below to the extent availableavailable and (4) and a transmittal letter requesting that Lender Administrative Agent review such proposed Proposed Lease or Term Sheet and approve or disapprove such proposed Lease or Term Sheet within such 5-Business day Day period (or, in cases where Requisite Lenders’ approval is required, such 11-Business Day period) and notifying Lender Administrative Agent that a failure to respond within five (5) Business Days (or eleven (11) Business Days, as applicable) shall constitute a deemed approval, Lender then Administrative Agent shall be deemed to have consented to such proposed Lease. Notwithstanding the foregoing, Administrative Agent’s approval (or deemed approval) of a Term Sheet shall not be deemed to permit Borrower to enter into a Lease on a form other than Borrower’s previously approved form lease (subject to modification as reasonably required by Borrower). (iiic) Whether Lender approval is required or not, Borrower shall promptly provide Lender Administrative Agent with (1i) a copy of every Lease executed with tenants occupying 10,000 square feet or more of the Property, and (2ii) any and all financial information received by Borrower from any such tenants. (ivd) If Borrower receives Without limiting any sums in consideration other provisions of this Section 9.3, upon receipt of any termination (or the release or discharge of any lessee) modification or amendment of any Lease (any such funds, a “Termination Payment”), then if such Termination Payment is less than $100,000 such Termination Payment may be retained by the Borrower, and if such Termination Payment is equal to or greater than $100,000, Borrower shall promptly shall deliver such Termination Payment to Lender to be held in a blocked and pledged cash collateral account to be then applied by Lender as follows: (1) Upon receipt of such Termination Payment, Lender Administrative Agent. Administrative Agent shall determine the then loan-to-value ratio based upon Loan amount at such time (disbursed and undisbursed) to the market value of the Property, as such market value is reasonably determined by Lender based upon all information then available to Lender and taking into account the Lease termination or modification which generated the Termination Payment (such determination of value, the “Desktop Valuation”). If Lender determines, based upon such Desktop Valuation, that the loan-to-value ratio is greater than 60.0%, then Lender may apply all or a portion of deposit any such Termination Payment into a blocked account with Xxxxx Fargo Bank, which account is hereby pledged by Borrower to repay principal outstanding Administrative Agent, for the benefit of Lenders, as additional collateral for the Loan and the performance by Borrower of its obligations under the Loan in order that such initial loan-to-value ratio may be achieved. However, if there are not sufficient funds in Documents (the “Termination Payment to achieve such initial loan-to-value ratio, Borrower shall have no obligation to remargin the Loan from its separate funds. (2) If any portion of the Termination Payment remains after application (or non-application) pursuant to subclause (1) above, the remaining balance shall be held by Lender in the cash collateral account and then disbursed by Lender to Borrower in order to pay Lender approved re-tenanting costs with respect to the Property, subject to such reasonable conditions on disbursement as Lender may impose. After the affected premises has been re-leased, any balance remaining in such cash collateral account shall then be disbursed to Borrower. (3) Upon Borrower request, if made within ten (10) days following Lender’s determination of the Desktop Valuation and notice to Borrower of same, Lender shall obtain, at Borrower’s cost and expense, a new Appraisal of the Property to be used in-lieu of the Desktop Valuation when determining the loan-to-value ratio for purposes of this Section 3.3(b)(ivAccount”).

Leases; Lease Approval; Lease Termination. (i) Unless otherwise consented to by Lender in writing, all Leases entered into after the date of this Agreement shall (A) be to unaffiliated third parties and under market terms (provided, “market terms” shall not be deemed to require market rents), including, without limitation, those relating to insurance, waiver of claims, damage and destruction, condemnation, notice to mortgagee and subordination and attornment, (B) provide for uses of the Property that are consistent with first-class management thereof, and (C) be on a standard form lease reasonably approved by Lender subject to modification as reasonably required by Borrower. Additionally, at any time that Lender does not have first priority liens on at least four of the properties listed on Schedule 11.22, Borrower shall not execute any Major Lease nor materially modify or voluntarily terminate any such Major Lease (except for terminations by reason of a material default), in each case without Lender’s prior consent, not to be unreasonably withheld. (ii) With respect to Major Leases, if Lender’s consent thereto is required pursuant to clause (i) above, or if Borrower has requested Lender’s consent to a Lease which does not comply with the requirements set forth in Section 3.3(b)(i), if Lender has not notified Borrower of its disapproval of such proposed Lease within five (5) Business Days after Lender’s confirmation of receipt of (1) such proposed Lease (together with or a lease summary term sheet (in a form reasonably approved by Lender) containing the material business terms, and alsoother applicable information reasonably approved by Borrower and Lender, of such proposed Lease (“Term Sheet”), which may be provided in lieu of such Lease), (2) any other reasonable information requested by Lender, (3) in the case of a Major Lease, the financial statements and market comparisons as referenced below to the extent availableavailable and (4) and a transmittal letter requesting that Lender review such proposed Lease or Term Sheet and approve or disapprove such proposed Lease or Term Sheet within such 5-Business day period and notifying Lender that a failure to respond within five (5) Business Days shall constitute a deemed approval, Lender shall be deemed to have consented to such proposed Lease. Notwithstanding the foregoing, Lender’s approval (or deemed approval) of a Term Sheet shall not be deemed to permit Borrower to enter into a Lease on a form other than Borrower’s previously approved form lease (subject to modification as reasonably required by Borrower). (iii) Whether Lender approval is required or not, Borrower shall promptly provide Lender with (1) a copy of every Lease executed with tenants occupying 10,000 square feet or more of the Property, and (2) any and all financial information received by Borrower from any such tenants. (iv) If Borrower receives any sums in consideration of any termination (or the release or discharge of any lessee) modification or amendment of any Lease (any such funds, a “Termination Payment”), then if such Termination Payment is less than $100,000 such Termination Payment may be retained by the Borrower, and if such Termination Payment is equal to or greater than $100,000, Borrower promptly shall deliver such Termination Payment to Lender to be held in a blocked and pledged cash collateral account to be then applied by Lender as follows: (1) Upon receipt of such Termination Payment, Lender shall determine the then loan-to-value ratio based upon Loan amount at such time (disbursed and undisbursed) to the market value of the Property, as such market value is reasonably determined by Lender based upon all information then available to Lender and taking into account the Lease termination or modification which generated the Termination Payment (such determination of value, the “Desktop Valuation”). If Lender determines, based upon such Desktop Valuation, that the loan-to-value ratio is greater than 60.045%, then Lender may apply all or a portion of such Termination Payment to repay principal outstanding under the Loan in order that such initial loan-to-value ratio may be achieved. However, if there are not sufficient funds in the Termination Payment to achieve such initial loan-to-value ratio, Borrower shall have no obligation to remargin the Loan from its separate funds. (2) If any portion of the Termination Payment remains after application (or non-application) pursuant to subclause (1) above, the remaining balance shall be held by Lender in the cash collateral account and, provided no Event of Default has occurred and is continuing hereunder, then disbursed by Lender to Borrower in order to pay Lender approved re-tenanting costs with respect to the Property, subject to such reasonable conditions on disbursement as Lender may impose. After the affected premises has been re-leased, and provided no Event of Default has occurred and is continuing, any balance remaining in such cash collateral account shall then be disbursed to Borrower. If an Event of Default has occurred and is continuing hereunder, then any Termination Payments shall be applied by Lender, in its discretion, notwithstanding any right that Borrower would otherwise have to distribute such funds as Permitted REIT Distributions. (3) Upon Borrower request, if made within ten (10) days following Lender’s determination of the Desktop Valuation and notice to Borrower of same, Lender shall obtain, at Borrower’s cost and expense, a new Appraisal of the Property to be used in-lieu of the Desktop Valuation when determining the loan-to-value ratio for purposes of this Section 3.3(b)(iv).

Leases; Lease Approval; Lease Termination. (i) Unless otherwise consented to by Lender in writing, all Leases entered into after the date of this Agreement shall (A) be to unaffiliated third parties and under market terms (provided, “market terms” shall not be deemed to require market rents), including, without limitation, those relating to insurance, waiver of claims, damage and destruction, condemnation, notice to mortgagee and subordination and attornment, (B) provide for uses of the Property that are consistent with first-class management thereof, and (C) be on a standard form lease reasonably approved by Lender subject to modification as reasonably required by Borrower. Additionally, at any time that Lender does not have first priority liens on at least four of the properties listed on Schedule 11.22, Borrower shall not execute any Major Lease nor materially modify or voluntarily terminate any such Major Lease (except for terminations by reason of a material default), in each case without Lender’s prior consent, not to be unreasonably withheld. (ii) With respect to Major Leases, if Lender’s consent thereto is required pursuant to clause (i) above, or if Borrower has requested Lender’s consent to a Lease which does not comply with the requirements set forth in Section 3.3(b)(i), if Lender has not notified Borrower of its disapproval of such proposed Lease within five (5) Business Days after Lender’s confirmation of receipt of such proposed Lease (together with a lease summary and also, in the case of a Major Lease, the financial statements and market comparisons as referenced below to the extent available) and a transmittal letter requesting that Lender review such proposed Lease and approve or disapprove such proposed Lease within such 5-Business day period and notifying Lender that a failure to respond within five (5) Business Days shall constitute a deemed approval, Lender shall be deemed to have consented to such proposed Lease. (iii) Whether Lender approval is required or not, Borrower shall promptly provide Lender with (1) a copy of every Lease executed with tenants occupying 10,000 square feet or more of the Property, and (2) any and all financial information received by Borrower from any such tenants. (iv) If Borrower receives any sums in consideration of any termination (or the release or discharge of any lessee) modification or amendment of any Lease (any such funds, a “Termination Payment”), then if such Termination Payment is less than $100,000 such Termination Payment may be retained by the Borrower, and if such Termination Payment is equal to or greater than $100,000, Borrower promptly shall deliver such Termination Payment to Lender to be held in a blocked and pledged cash collateral account to be then applied by Lender as follows: (1) Upon receipt of such Termination Payment, Lender shall determine the then loan-to-value ratio based upon Loan amount at such time (disbursed and undisbursed) to the market value of the Property, as such market value is reasonably determined by Lender based upon all information then available to Lender and taking into account the Lease termination or modification which generated the Termination Payment (such determination of value, the “Desktop Valuation”). If Lender determines, based upon such Desktop Valuation, that the loan-to-value ratio is greater than 60.050%, then Lender may apply all or a portion of such Termination Payment to repay principal outstanding under the Loan in order that such initial loan-to-value ratio may be achieved. However, if there are not sufficient funds in the Termination Payment to achieve such initial loan-to-value ratio, Borrower shall have no obligation to remargin the Loan from its separate funds. (2) If any portion of the Termination Payment remains after application (or non-application) pursuant to subclause (1) above, the remaining balance shall be held by Lender in the cash collateral account and then disbursed by Lender to Borrower in order to pay Lender approved re-tenanting costs with respect to the Property, subject to such reasonable conditions on disbursement as Lender may impose. After the affected premises has been re-leased, any balance remaining in such cash collateral account shall then be disbursed to Borrower. (3) Upon Borrower request, if made within ten (10) days following Lender’s determination of the Desktop Valuation and notice to Borrower of same, Lender shall obtain, at Borrower’s cost and expense, a new Appraisal of the Property to be used in-lieu of the Desktop Valuation when determining the loan-to-value ratio for purposes of this Section 3.3(b)(iv).

Leases; Lease Approval; Lease Termination. (i) Unless otherwise consented to by Lender in writing, all Leases entered into after the date of this Agreement shall (A) be to unaffiliated third parties and under market terms (provided, “market terms” shall not be deemed to require market rents), including, without limitation, those relating to insurance, waiver of claims, damage and destruction, condemnation, notice to mortgagee and subordination and attornment, (B) provide for uses of the Property that are consistent with first-class management thereof, and (C) be on a standard form lease reasonably approved by Lender subject to modification as reasonably required by Borrower. Additionally, at any time that Lender does not have first priority liens on at least four of the properties listed on Schedule 11.22, Borrower shall not execute any Major Lease nor materially modify or voluntarily terminate any such Major Lease (except for terminations by reason of a material default), in each case without Lender’s prior consent, not to be unreasonably withheld. (ii) With respect to Major Leases, if Lender’s consent thereto is required pursuant to clause (i) above, or if Borrower has requested Lender’s consent to a Lease which does not comply with the requirements set forth in Section 3.3(b)(i), if Lender has not notified Borrower of its disapproval of such proposed Lease within five (5) Business Days after Lender’s confirmation of receipt of such proposed Lease (together with a lease summary and also, in the case of a Major Lease, the financial statements and market comparisons as referenced below to the extent available) and a transmittal letter requesting that Lender review such proposed Lease and approve or disapprove such proposed Lease within such 5-Business day period and notifying Lender that a failure to respond within five (5) Business Days shall constitute a deemed approval, Lender shall be deemed to have consented to such proposed Lease. (iii) Whether Lender approval is required or not, Borrower shall promptly provide Lender with (1) a copy of every Lease executed with tenants occupying 10,000 square feet or more of the Property, and (2) any and all financial information received by Borrower from any such tenants. (iv) If Borrower receives any sums in consideration of any termination (or the release or discharge of any lessee) modification or amendment of any Lease (any such funds, a “Termination Payment”), then if such Termination Payment is less than $100,000 such Termination Payment may be retained by the Borrower, and if such Termination Payment is equal to or greater than $100,000, Borrower promptly shall deliver such Termination Payment to Lender to be held in a blocked and pledged cash collateral account to be then applied by Lender as follows: (1) Upon receipt of such Termination Payment, Lender shall determine the then loan-to-value ratio based upon Loan amount at such time (disbursed and undisbursed) to the market value of the Property, as such market value is reasonably determined by Lender based upon all information then available to Lender and taking into account the Lease termination or modification which generated the Termination Payment (such determination of value, the “Desktop Valuation”). If Lender determines, based upon such Desktop Valuation, that the loan-to-value ratio is greater than 60.049.93%, then Lender may apply all or a portion of such Termination Payment to repay principal outstanding under the Loan in order that such initial loan-to-value ratio may be achieved. However, if there are not sufficient funds in the Termination Payment to achieve such initial loan-to-value ratio, Borrower shall have no obligation to remargin the Loan from its separate funds. (2) If any portion of the Termination Payment remains after application (or non-application) pursuant to subclause (1) above, the remaining balance shall be held by Lender in the cash collateral account and then disbursed by Lender to Borrower in order to pay Lender approved re-tenanting costs with respect to the Property, subject to such reasonable conditions on disbursement as Lender may impose. After the affected premises has been re-leased, any balance remaining in such cash collateral account shall then be disbursed to Borrower. (3) Upon Borrower request, if made within ten (10) days following Lender’s determination of the Desktop Valuation and notice to Borrower of same, Lender shall obtain, at Borrower’s cost and expense, a new Appraisal of the Property to be used in-lieu of the Desktop Valuation when determining the loan-to-value ratio for purposes of this Section 3.3(b)(iv).

Leases; Lease Approval; Lease Termination. (i) Unless otherwise consented to by Lender in writing, all Leases entered into after the date of this Agreement shall (A) be to unaffiliated third parties and under market terms (provided, “market terms” shall not be deemed to require market rents), including, without limitation, those relating to insurance, waiver of claims, damage and destruction, condemnation, notice to mortgagee and subordination and attornment, (B) provide for uses of the Property that are consistent with first-class management thereof, and (C) be on a standard form lease reasonably approved by Lender subject to modification as reasonably required by Borrower. Additionally, at any time that Lender does not have first priority liens on at least four of the properties listed on Schedule 11.22, Borrower shall not execute any Major Lease nor materially modify or voluntarily terminate any such Major Lease (except for terminations by reason of a material default), in each case without Lender’s prior consent, not to be unreasonably withheld. (ii) With respect to Major Leases, if Lender’s consent thereto is required pursuant to clause (i) above, or if Borrower has requested Lender’s consent to a Lease which does not comply with the requirements set forth in Section 3.3(b)(i), if Lender has not notified Borrower of its disapproval of such proposed Lease within five (5) Business Days after Lender’s confirmation of receipt of such proposed Lease (together with a lease summary and also, in the case of a Major Lease, the financial statements and market comparisons as referenced below to the extent available) and a transmittal letter requesting that Lender review such proposed Lease and approve or disapprove such proposed Lease within such 5-Business day period and notifying Lender that a failure to respond within five (5) Business Days shall constitute a deemed approval, Lender shall be deemed to have consented to such proposed Lease. (iii) Whether Lender approval is required or not, Borrower shall promptly provide Lender with (1) a copy of every Lease executed with tenants occupying 10,000 square feet or more of the Property, and (2) any and all financial information received by Borrower from any such tenants. (iv) If Borrower receives any sums in consideration of any termination (or the release or discharge of any lessee) modification or amendment of any Lease (any such funds, a “Termination Payment”), then if such Termination Payment is less than $100,000 such Termination Payment may be retained by the Borrower, and if such Termination Payment is equal to or greater than $100,000, Borrower promptly shall deliver such Termination Payment to Lender to be held in a blocked and pledged cash collateral account to be then applied by Lender as follows: (1) Upon receipt of such Termination Payment, Lender shall determine the then loan-to-value ratio based upon Loan amount at such time (disbursed and undisbursed) to the market value of the Property, as such market value is reasonably determined by Lender based upon all information then available to Lender and taking into account the Lease termination or modification which generated the Termination Payment (such determination of value, the “Desktop Valuation”). If Lender determines, based upon such Desktop Valuation, that the loan-to-value ratio is greater than 60.056.76%, then Lender may apply all or a portion of such Termination Payment to repay principal outstanding under the Loan in order that such initial loan-to-value ratio may be achieved. However, if there are not sufficient funds in the Termination Payment to achieve such initial loan-to-value ratio, Borrower shall have no obligation to remargin the Loan from its separate funds. (2) If any portion of the Termination Payment remains after application (or non-application) pursuant to subclause (1) above, the remaining balance shall be held by Lender in the cash collateral account and then disbursed by Lender to Borrower in order to pay Lender approved re-tenanting costs with respect to the Property, subject to such reasonable conditions on disbursement as Lender may impose. After the affected premises has been re-leased, any balance remaining in such cash collateral account shall then be disbursed to Borrower. (3) Upon Borrower request, if made within ten (10) days following Lender’s determination of the Desktop Valuation and notice to Borrower of same, Lender shall obtain, at Borrower’s cost and expense, a new Appraisal of the Property to be used in-lieu of the Desktop Valuation when determining the loan-to-value ratio for purposes of this Section 3.3(b)(iv).

Leases; Lease Approval; Lease Termination. (i) Unless otherwise consented to by Lender in writing, all Leases entered into after the date of this Agreement shall (A) be to unaffiliated third parties and under market terms (provided, “market terms” shall not be deemed to require market rents), including, without limitation, those relating to insurance, waiver of claims, damage and destruction, condemnation, notice to mortgagee and subordination and attornment, (B) provide for uses of the Property that are consistent with first-class management thereof, and (C) be on a standard form lease reasonably approved by Lender subject to modification as reasonably required by Borrower. Additionally, at any time that Lender does not have first priority liens on at least four of the properties listed on Schedule 11.22, Borrower shall not execute any Major Lease nor materially modify or voluntarily terminate any such Major Lease (except for terminations by reason of a material default), in each case without Lender’s prior consent, not to be unreasonably withheld. (ii) With respect to Major Leases, if Lender’s consent thereto is required pursuant to clause (i) above, or if Borrower has requested Lender’s consent to a Lease which does not comply with the requirements set forth in Section 3.3(b)(i), if Lender has not notified Borrower of its disapproval of such proposed Lease within five (5) Business Days after Lender’s confirmation of receipt of such proposed Lease (together with a lease summary and also, in the case of a Major Lease, the financial statements and market comparisons as referenced below to the extent available) and a transmittal letter requesting that Lender review such proposed Lease and approve or disapprove such proposed Lease within such 5-Business day period and notifying Lender that a failure to respond within five (5) Business Days shall constitute a deemed approval, Lender shall be deemed to have consented to such proposed Lease. (iii) Whether Lender approval is required or not, Borrower shall promptly provide Lender with (1) a copy of every Lease executed with tenants occupying 10,000 square feet or more of the Property, and (2) any and all financial information received by Borrower from any such tenants. (iv) If Borrower receives any sums in consideration of any termination (or the release or discharge of any lessee) modification or amendment of any Lease (any such funds, a “Termination Payment”), then if such Termination Payment is less than $100,000 such Termination Payment may be retained by the Borrower, and if such Termination Payment is equal to or greater than $100,000, Borrower promptly shall deliver such Termination Payment to Lender to be held in a blocked and pledged cash collateral account to be then applied by Lender as follows: (1) Upon receipt of such Termination Payment, Lender shall determine the then loan-to-value ratio based upon Loan amount at such time (disbursed and undisbursed) to the market value of the Property, as such market value is reasonably determined by Lender based upon all information then available to Lender and taking into account the Lease termination or modification which generated the Termination Payment (such determination of value, the “Desktop Valuation”). If Lender determines, based upon such Desktop Valuation, that the loan-to-value ratio is greater than 60.058.44%, then Lender may apply all or a portion of such Termination Payment to repay principal outstanding under the Loan in order that such initial loan-to-value ratio may be achieved. However, if there are not sufficient funds in the Termination Payment to achieve such initial loan-to-value ratio, Borrower shall have no obligation to remargin the Loan from its separate funds. (2) If any portion of the Termination Payment remains after application (or non-application) pursuant to subclause (1) above, the remaining balance shall be held by Lender in the cash collateral account and then disbursed by Lender to Borrower in order to pay Lender approved re-tenanting costs with respect to the Property, subject to such reasonable conditions on disbursement as Lender may impose. After the affected premises has been re-leased, any balance remaining in such cash collateral account shall then be disbursed to Borrower. (3) Upon Borrower request, if made within ten (10) days following Lender’s determination of the Desktop Valuation and notice to Borrower of same, Lender shall obtain, at Borrower’s cost and expense, a new Appraisal of the Property to be used in-lieu of the Desktop Valuation when determining the loan-to-value ratio for purposes of this Section 3.3(b)(iv).

Leases; Lease Approval; Lease Termination. (ia) Unless otherwise consented to by Lender Administrative Agent in writing, all Leases entered into after the date of this Agreement shall (Ai) be to unaffiliated third parties and under market terms (provided, “market terms” shall not be deemed to require market rents), including, without limitation, those relating to insurance, waiver of claims, damage and destruction, condemnation, notice to mortgagee and subordination and attornment, (Bii) provide for uses of the relevant Property that are consistent with first-class management thereof, and (Ciii) be on a standard form lease reasonably approved by Lender Administrative Agent subject to modification as reasonably required by the applicable Borrower. Additionally, at any time that Lender does not have first priority liens on at least four of the properties listed on Schedule 11.22, a Borrower shall not execute any Major Lease nor materially modify or voluntarily terminate any such Major Lease (except for terminations by reason of a material default), in each case without LenderAdministrative Agent’s prior consent, not to be unreasonably withheld; provided, that any Major Lease with respect to more than the lesser of (i) twenty percent (20%) of the net rentable space of the Properties, in the aggregate (as of the date of determination) or (ii) the greater of A) twenty-five percent (25%) of the net rentable space of a Property or (B) 200,000 square feet of net rentable area or shall be subject to the reasonable approval of Requisite Lenders. (iib) With respect to Major Leases, if Lender’s consent thereto is required pursuant to clause subsection (ia) above, or if a Borrower has requested Lender’s consent to a Lease which does not comply with the requirements set forth in Section 3.3(b)(iSections 9.3(a)(i), (ii) or (iii), then if Lender Administrative Agent has not notified such Borrower of its disapproval of such proposed Lease within five (5) Business Days (or, in cases where Requisite Lenders’ approval is required, eleven (11) Business Days) after LenderAdministrative Agent’s confirmation of receipt of (1) such proposed Lease (together with or a lease summary term sheet, in a form reasonably approved by Administrative Agent, containing the material business terms, and alsoother applicable information reasonably approved by Borrowers and Administrative Agent (the “Term Sheet”), which may be provided in lieu of such Lease), (2) any other reasonable information requested by Administrative Agent, (3) in the case of a Major Lease, the financial statements and market comparisons as referenced below to the extent availableavailable and (4) and a transmittal letter requesting that Lender Administrative Agent review such proposed Lease or Term Sheet and approve or disapprove such proposed Lease or Term Sheet within such 5-Business day Day period (or, in cases where Requisite Lenders’ approval is required, such 11-Business Day period) and notifying Lender Administrative Agent that a failure to respond within five (5) Business Days (or eleven (11) Business Days, as applicable) shall constitute a deemed approval, Lender then Administrative Agent shall be deemed to have consented to such proposed Lease. Notwithstanding the foregoing, Administrative Agent’s approval (or deemed approval) of a Term Sheet shall not be deemed to permit Borrower to enter into a Lease on a form other than Borrowers’ previously approved form lease (subject to modification as reasonably required by Borrowers). (iiic) Whether Lender approval is required or not, Borrower Borrowers shall promptly provide Lender Administrative Agent with (1i) a copy of every Lease executed with tenants occupying 10,000 square feet or more of the Property, and (2ii) any and all financial information received by Borrower Borrowers from any such tenants. (ivd) If a Borrower receives any sums in consideration of any termination (or the release or discharge of any lessee) modification or amendment of any Lease (any such funds, a “Termination Payment”), then if such Termination Payment is less than $100,000 such Termination Payment may shall be retained by the Borrower, and if such Termination Payment is equal to or greater than $100,000, Borrower promptly shall deliver such Termination Payment to Lender to be held in a blocked and pledged cash collateral account to be then applied by Lender as follows: (1) Upon receipt of such Termination Payment, Lender shall determine the then loan-to-value ratio based upon Loan amount at such time (disbursed and undisbursed) to the market value of the Property, as such market value is reasonably determined by Lender based upon all information then available to Lender and taking into account the Lease termination or modification which generated the Termination Payment (such determination of value, the “Desktop Valuation”). If Lender determines, based upon such Desktop Valuation, that the loan-to-value ratio is greater than 60.0%, then Lender may apply all or a portion of such Termination Payment to repay principal outstanding under the Loan in order that such initial loan-to-value ratio may be achieved. However, if there are not sufficient funds handled in the Termination Payment to achieve such initial loan-to-value ratio, Borrower shall have no obligation to remargin the Loan from its separate fundsmanner provided in Section 9.21 below. (2) If any portion of the Termination Payment remains after application (or non-application) pursuant to subclause (1) above, the remaining balance shall be held by Lender in the cash collateral account and then disbursed by Lender to Borrower in order to pay Lender approved re-tenanting costs with respect to the Property, subject to such reasonable conditions on disbursement as Lender may impose. After the affected premises has been re-leased, any balance remaining in such cash collateral account shall then be disbursed to Borrower. (3) Upon Borrower request, if made within ten (10) days following Lender’s determination of the Desktop Valuation and notice to Borrower of same, Lender shall obtain, at Borrower’s cost and expense, a new Appraisal of the Property to be used in-lieu of the Desktop Valuation when determining the loan-to-value ratio for purposes of this Section 3.3(b)(iv).

Leases; Lease Approval; Lease Termination. (ia) Unless otherwise consented to by Lender Administrative Agent in writing, all Leases entered into after the date of this Agreement shall shall, in Administrative Agent’s reasonable discretion (Ai) be to unaffiliated third parties and under parties, (ii) contain market terms (provided, “market terms” shall not be deemed to require market rents), including, without limitation, those relating to insurance, waiver of claims, damage and destruction, condemnation, notice to mortgagee and subordination and attornment, (Biii) provide for uses of the Property that are consistent with first-class management thereof, and (Civ) be on a standard form lease reasonably approved by Lender Administrative Agent subject to modification as reasonably required by Borrower. Additionally, at any time that Lender does not have first priority liens on at least four of the properties listed on Schedule 11.22, Borrower shall not execute any Major Lease nor materially modify or voluntarily terminate any such Major Lease (except for terminations by reason of a material defaultdefault or in the event tenant has a specific right to terminate provided in the Lease), in each case without LenderAdministrative Agent’s prior consent, not to be unreasonably withheld; provided, that any Major Lease with respect to more than 50,000 square feet of net rentable area of the Property shall be subject to the reasonable approval of Requisite Lenders. (iib) With respect to Major Leases, if Lender’s consent thereto is required pursuant to clause subsection (ia) above, or if Borrower has requested Lender’s consent to a Lease which does not comply with the requirements set forth in Section 3.3(b)(iSections 9.3(a)(i), (ii) or (iii), then if Lender Administrative Agent has not notified Borrower of its disapproval of such proposed Lease within five (5) Business Days (or, in cases where Requisite Lenders’ approval is required which will apply only if there is more than one Lender, eleven (11) Business Days) after LenderAdministrative Agent’s confirmation of receipt of (1) such proposed Lease (together with or a lease summary term sheet, in a form reasonably approved by Administrative Agent, containing the material business terms, and alsoother applicable information reasonably approved by Borrower and Administrative Agent (the “Term Sheet”), which may be provided in lieu of such Lease), (2) any other reasonable information requested by Administrative Agent, (3) in the case of a Major Lease, the financial statements and market comparisons as referenced below to the extent availableavailable and (4) and a transmittal letter requesting that Lender Administrative Agent review such proposed Proposed Lease or Term Sheet and approve or disapprove such proposed Lease or Term Sheet within such 5-Business day Day period (or, in cases where Requisite Lenders’ approval is required, such 11-Business Day period) and notifying Lender Administrative Agent that a failure to respond within five (5) Business Days (or eleven (11) Business Days, as applicable) shall constitute a deemed approval, Lender then Administrative Agent shall be deemed to have consented to such proposed Lease. Notwithstanding the foregoing, Administrative Agent’s approval (or deemed approval) of a Term Sheet shall not be deemed to permit Borrower to enter into a Lease on a form other than Borrower’s previously approved form lease (subject to modification as reasonably required by Borrower). (iiic) Whether Lender approval is required or not, Borrower shall promptly provide Lender Administrative Agent with (1i) a copy of every Lease executed with tenants occupying 10,000 square feet or more of the Property, and (2ii) any and all financial information received by Borrower from any such tenants. (ivd) If Without limiting any other provisions of this Section 9.3, upon receipt of any Termination Payment, Borrower shall promptly deliver such Termination Payment to Administrative Agent. Administrative Agent shall deposit any such Termination Payment into a blocked account with Xxxxx Fargo Bank, which account is hereby pledged by Borrower to Administrative Agent, for the benefit of Lenders, as additional collateral for the Loan and the performance by Borrower of its obligations under the Loan Documents (the “Termination Payment Account”). Notwithstanding the foregoing, provided a Default does not then exist, if Borrower receives any sums in consideration of any termination a Termination Payment that is less than $200,000 (or the release or discharge of any lessee) modification or amendment of any Lease (any such funds, a “Termination PaymentPayment Cap”), then if such Termination Payment is less than $100,000 such Termination Payment may be retained by Borrower (provided, in no event shall Borrower be permitted to retain an aggregate amount (i.e., the Borrower, and if such sum of all Termination Payment is equal to or greater than $100,000, Payments being held by Borrower promptly shall deliver such Termination Payment to Lender to be held in a blocked and pledged cash collateral account to be then applied by Lender as follows: (1) Upon receipt of such Termination Payment, Lender shall determine the then loan-to-value ratio based upon Loan amount at such time (disbursed and undisbursed) pursuant to the market value foregoing at any one time) in excess of $600,000). Any Termination Payments retained by Borrower in accordance with the Property, as such market value is reasonably determined foregoing sentence may be used by Lender based upon all information then available to Lender and taking into Borrower only for costs incurred by Borrower in re-tenanting the space on account the Lease termination or modification of which generated the Termination Payment (such determination of value, the “Desktop Valuation”). If Lender determines, based upon such Desktop Valuation, that the loan-to-value ratio is greater than 60.0%, then Lender may apply all was made or a portion of such Termination Payment to repay principal outstanding under the Loan for leasing costs incurred in order that such initial loan-to-value ratio may be achieved. However, if there are not sufficient funds in the Termination Payment to achieve such initial loan-to-value ratio, Borrower shall have no obligation to remargin the Loan from its separate funds. (2) If any portion of the Termination Payment remains after application (or non-application) pursuant to subclause (1) above, the remaining balance shall be held by Lender in the cash collateral account and then disbursed by Lender to Borrower in order to pay Lender approved re-tenanting costs connection with respect to leasing vacant space at the Property, subject to such reasonable conditions on disbursement as Lender may impose. After the affected premises has been re-leased, any balance remaining in such cash collateral account shall then be disbursed to Borrower. (3) Upon Borrower request, if made within ten (10) days following Lender’s determination of the Desktop Valuation and notice to Borrower of same, Lender shall obtain, at Borrower’s cost and expense, a new Appraisal of the Property to be used in-lieu of the Desktop Valuation when determining the loan-to-value ratio for purposes of this Section 3.3(b)(iv).

Leases; Lease Approval; Lease Termination. (i) Unless otherwise consented to by Lender in writing, all Leases entered into after the date of this Agreement shall (A) be to unaffiliated third parties and under market terms (provided, “market terms” shall not be deemed to require market rents), including, without limitation, those relating to insurance, waiver of claims, damage and destruction, condemnation, notice to mortgagee and subordination and attornment, (B) provide for uses of the Property that are consistent with first-class management thereof, and (C) be on a standard form lease reasonably approved by Lender subject to modification as reasonably required by Borrower. Additionally, at any time that Lender does not have first priority liens on at least four of the properties listed on Schedule 11.22, Borrower shall not execute any Major Lease nor materially modify or voluntarily terminate any such Major Lease (except for terminations by reason of a material default), in each case without Lender’s prior consent, not to be unreasonably withheld. (ii) With respect to Major Leases, if Lender’s consent thereto is required pursuant to clause (i) above, or if Borrower has requested Lender’s consent to a Lease which does not comply with the requirements set forth in Section 3.3(b)(i), if Lender has not notified Borrower of its disapproval of such proposed Lease within five (5) Business Days after Lender’s confirmation of receipt of (1) such proposed Lease (together with or a lease summary term sheet (in a form reasonably approved by Lender) containing the material business terms, and alsoother applicable information reasonably approved by Borrower and Lender, of such proposed Lease (“Term Sheet”), which may be provided in lieu of such Lease), (2) any other reasonable information requested by Lender, (3) in the case of a Major Lease, the financial statements and market comparisons as referenced below to the extent availableavailable and (4) and a transmittal letter requesting that Lender review such proposed Lease or Term Sheet and approve or disapprove such proposed Lease or Term Sheet within such 5-Business day period and notifying Lender that a failure to respond within five (5) Business Days shall constitute a deemed approval, Lender shall be deemed to have consented to such proposed Lease. Notwithstanding the foregoing, Lender’s approval (or deemed approval) of a Term Sheet shall not be deemed to permit Borrower to enter into a Lease on a form other than Borrower’s previously approved form lease (subject to modification as reasonably required by Borrower). (iii) Whether Lender approval is required or not, Borrower shall promptly provide Lender with (1) a copy of every Lease executed with tenants occupying 10,000 square feet or more of the Property, and (2) any and all financial information received by Borrower from any such tenants. (iv) If Borrower receives any sums in consideration of any termination (or the release or discharge of any lessee) modification or amendment of any Lease (any such funds, a “Termination Payment”), then if such Termination Payment is less than $100,000 such Termination Payment may be retained by the Borrower, and if such Termination Payment is equal to or greater than $100,000, Borrower promptly shall deliver such Termination Payment to Lender to be held in a blocked and pledged cash collateral account to be then applied by Lender as follows: (1) Upon receipt of such Termination Payment, Lender shall determine the then loan-to-value ratio based upon Loan amount at such time (disbursed and undisbursed) to the market value of the Property, as such market value is reasonably determined by Lender based upon all information then available to Lender and taking into account the Lease termination or modification which generated the Termination Payment (such determination of value, the “Desktop Valuation”). If Lender determines, based upon such Desktop Valuation, that the loan-to-value ratio is greater than 60.050%, then Lender may apply all or a portion of such Termination Payment to repay principal outstanding under the Loan in order that such initial loan-to-value ratio may be achieved. However, if there are not sufficient funds in the Termination Payment to achieve such initial loan-to-value ratio, Borrower shall have no obligation to remargin the Loan from its separate funds. (2) If any portion of the Termination Payment remains after application (or non-application) pursuant to subclause (1) above, the remaining balance shall be held by Lender in the cash collateral account and, provided no Event of Default has occurred and is continuing hereunder, then disbursed by Lender to Borrower in order to pay Lender approved re-tenanting costs with respect to the Property, subject to such reasonable conditions on disbursement as Lender may impose. After the affected premises has been re-leased, and provided no Event of Default has occurred and is continuing, any balance remaining in such cash collateral account shall then be disbursed to Borrower. If an Event of Default has occurred and is continuing hereunder, then any Termination Payments shall be applied by Lender, in its discretion, notwithstanding any right that Borrower would otherwise have to distribute such funds as Permitted REIT Distributions. (3) Upon Borrower request, if made within ten (10) days following Lender’s determination of the Desktop Valuation and notice to Borrower of same, Lender shall obtain, at Borrower’s cost and expense, a new Appraisal of the Property to be used in-lieu of the Desktop Valuation when determining the loan-to-value ratio for purposes of this Section 3.3(b)(iv).

Leases; Lease Approval; Lease Termination. (i) Unless otherwise consented to by Lender in writing, all Leases entered into after the date of this Agreement shall (A) be to unaffiliated third parties and under market terms (provided, “market terms” shall not be deemed to require market rents), including, without limitation, those relating to insurance, waiver of claims, damage and destruction, condemnation, notice to mortgagee and subordination and attornment, (B) provide for uses of the Property that are consistent with first-class management thereof, and (C) be on a standard form lease reasonably approved by Lender subject to modification as reasonably required by Borrower. Additionally, at any time that Lender does not have first priority liens on at least four of the properties listed on Schedule 11.22, Borrower shall not execute any Major Lease nor materially modify or voluntarily terminate any such Major Lease (except for terminations by reason of a material default), in each case without Lender’s prior consent, not to be unreasonably withheld. (ii) With respect to Major Leases, if Lender’s consent thereto is required pursuant to clause (i) above, or if Borrower has requested Lender’s consent to a Lease which does not comply with the requirements set forth in Section 3.3(b)(i), if Lender has not notified Borrower of its disapproval of such proposed Lease within five (5) Business Days after Lender’s confirmation of receipt of such proposed Lease (together with a lease summary and also, in the case of a Major Lease, the financial statements and market comparisons as referenced below to the extent available) and a transmittal letter requesting that Lender review such proposed Lease and approve or disapprove such proposed Lease within such 5-Business day period and notifying Lender that a failure to respond within five (5) Business Days shall constitute a deemed approval, Lender shall be deemed to have consented to such proposed Lease. (iii) Whether Lender approval is required or not, Borrower shall promptly provide Lender with (1) a copy of every Lease executed with tenants occupying 10,000 square feet or more of the Property, and (2) any and all financial information received by Borrower from any such tenants. (iv) If Borrower receives any sums in consideration of any termination (or the release or discharge of any lessee) modification or amendment of any Lease (any such funds, a “Termination Payment”), then if such Termination Payment is less than $100,000 such Termination Payment may be retained by the Borrower, and if such Termination Payment is equal to or greater than $100,000, Borrower promptly shall deliver such Termination Payment to Lender to be held in a blocked and pledged cash collateral account to be then applied by Lender as follows: (1) Upon receipt of such Termination Payment, Lender shall determine the then loan-to-value ratio based upon Loan amount at such time (disbursed and undisbursed) to the market value of the Property, as such market value is reasonably determined by Lender based upon all information then available to Lender and taking into account the Lease termination or modification which generated the Termination Payment (such determination of value, the “Desktop Valuation”). If Lender determines, based upon such Desktop Valuation, that the loan-to-value ratio is greater than 60.056.88%, then Lender may apply all or a portion of such Termination Payment to repay principal outstanding under the Loan in order that such initial loan-to-value ratio may be achieved. However, if there are not sufficient funds in the Termination Payment to achieve such initial loan-to-value ratio, Borrower shall have no obligation to remargin the Loan from its separate funds. (2) If any portion of the Termination Payment remains after application (or non-application) pursuant to subclause (1) above, the remaining balance shall be held by Lender in the cash collateral account and then disbursed by Lender to Borrower in order to pay Lender approved re-tenanting costs with respect to the Property, subject to such reasonable conditions on disbursement as Lender may impose. After the affected premises has been re-leased, any balance remaining in such cash collateral account shall then be disbursed to Borrower. (3) Upon Borrower request, if made within ten (10) days following Lender’s determination of the Desktop Valuation and notice to Borrower of same, Lender shall obtain, at Borrower’s cost and expense, a new Appraisal of the Property to be used in-lieu of the Desktop Valuation when determining the loan-to-value ratio for purposes of this Section 3.3(b)(iv).

Leases; Lease Approval; Lease Termination. (ia) Unless otherwise consented to by Lender Administrative Agent in writing, all Leases entered into after the date of this Agreement shall shall, in Administrative Agent’s reasonable discretion (Ai) be to unaffiliated third parties and under parties, (ii) contain market terms (provided, “market terms” shall not be deemed to require market rents), including, without limitation, those relating to insurance, waiver of claims, damage and destruction, condemnation, notice to mortgagee and subordination and attornment, (Biii) provide for uses of the Property that are consistent with first-class management thereof, and (Civ) be on a standard form lease reasonably approved by Lender Administrative Agent subject to modification as reasonably required by Borrower. Additionally, at any time that Lender does not have first priority liens on at least four of the properties listed on Schedule 11.22, Borrower shall not execute any Major Lease nor materially modify or voluntarily terminate any such Major Lease (except for terminations by reason of a material defaultdefault or in the event tenant has a specific right to terminate provided in the Lease), in each case without LenderAdministrative Agent’s prior consent, not to be unreasonably withheld; provided, that any Major Lease with respect to more than 100,000 square feet of net rentable area of the Property shall be subject to the reasonable approval of Requisite Lenders. (iib) With respect to Major Leases, if Lender’s consent thereto is required pursuant to clause subsection (ia) above, or if Borrower has requested Lender’s consent to a Lease which does not comply with the requirements set forth in Section 3.3(b)(iSections 9.3(a)(i), (ii) or (iii), then if Lender Administrative Agent has not notified Borrower of its disapproval of such proposed Lease within five (5) Business Days (or, in cases where Requisite Lenders’ approval is required which will apply only if there is more than one Lender, eleven (11) Business Days) after LenderAdministrative Agent’s confirmation of receipt of (1) such proposed Lease (together with or a lease summary term sheet, in a form reasonably approved by Administrative Agent, containing the material business terms, and alsoother applicable information reasonably approved by Borrower and Administrative Agent (the “Term Sheet”), which may be provided in lieu of such Lease), (2) any other reasonable information requested by Administrative Agent, (3) in the case of a Major Lease, the financial statements and market comparisons as referenced below to the extent availableavailable and (4) and a transmittal letter requesting that Lender Administrative Agent review such proposed Proposed Lease or Term Sheet and approve or disapprove such proposed Lease or Term Sheet within such 5-Business day Day period (or, in cases where Requisite Lenders’ approval is required, such 11-Business Day period) and notifying Lender Administrative Agent that a failure to respond within five (5) Business Days (or eleven (11) Business Days, as applicable) shall constitute a deemed approval, Lender then Administrative Agent shall be deemed to have consented to such proposed Lease. Notwithstanding the foregoing, Administrative Agent’s approval (or deemed approval) of a Term Sheet shall not be deemed to permit Borrower to enter into a Lease on a form other than Borrower’s previously approved form lease (subject to modification as reasonably required by Borrower). (iiic) Whether Lender approval is required or not, Borrower shall promptly provide Lender Administrative Agent with (1i) a copy of every Lease executed with tenants occupying 10,000 square feet or more of the Property, and (2ii) any and all financial information received by Borrower from any such tenants. (ivd) If Without limiting any other provisions of this Section 9.3, upon receipt of any Termination Payment, Borrower shall promptly deliver such Termination Payment to Administrative Agent. Administrative Agent shall deposit any such Termination Payment into a blocked account with Xxxxx Fargo Bank, which account is hereby pledged by Borrower to Administrative Agent, for the benefit of Lenders, as additional collateral for the Loan and the performance by Borrower of its obligations under the Loan Documents (the “Termination Payment Account”). Notwithstanding the foregoing, provided a Default does not then exist, if Borrower receives any sums in consideration of any termination a Termination Payment that is less than $250,000 (or the release or discharge of any lessee) modification or amendment of any Lease (any such funds, a “Termination PaymentPayment Cap”), then if such Termination Payment is less than $100,000 such Termination Payment may be retained by Borrower (provided, in no event shall Borrower be permitted to retain an aggregate amount (i.e., the Borrower, and if such sum of all Termination Payment is equal to or greater than $100,000, Payments being held by Borrower promptly shall deliver such Termination Payment to Lender to be held in a blocked and pledged cash collateral account to be then applied by Lender as follows: (1) Upon receipt of such Termination Payment, Lender shall determine the then loan-to-value ratio based upon Loan amount at such time (disbursed and undisbursed) pursuant to the market value foregoing at any one time) in excess of $750,000). Any Termination Payments retained by Borrower in accordance with the Property, as such market value is reasonably determined foregoing sentence may be used by Lender based upon all information then available to Lender and taking into Borrower only for costs incurred by Borrower in re-tenanting the space on account the Lease termination or modification of which generated the Termination Payment (such determination of value, the “Desktop Valuation”). If Lender determines, based upon such Desktop Valuation, that the loan-to-value ratio is greater than 60.0%, then Lender may apply all was made or a portion of such Termination Payment to repay principal outstanding under the Loan for leasing costs incurred in order that such initial loan-to-value ratio may be achieved. However, if there are not sufficient funds in the Termination Payment to achieve such initial loan-to-value ratio, Borrower shall have no obligation to remargin the Loan from its separate funds. (2) If any portion of the Termination Payment remains after application (or non-application) pursuant to subclause (1) above, the remaining balance shall be held by Lender in the cash collateral account and then disbursed by Lender to Borrower in order to pay Lender approved re-tenanting costs connection with respect to leasing vacant space at the Property, subject to such reasonable conditions on disbursement as Lender may impose. After the affected premises has been re-leased, any balance remaining in such cash collateral account shall then be disbursed to Borrower. (3) Upon Borrower request, if made within ten (10) days following Lender’s determination of the Desktop Valuation and notice to Borrower of same, Lender shall obtain, at Borrower’s cost and expense, a new Appraisal of the Property to be used in-lieu of the Desktop Valuation when determining the loan-to-value ratio for purposes of this Section 3.3(b)(iv).

Leases; Lease Approval; Lease Termination. (ia) Unless otherwise consented to by Lender Administrative Agent in writing, all Leases entered into after the date of this Agreement shall (Ai) be to unaffiliated third parties and under market terms (provided, “"market terms” " shall not be deemed to require market rents), including, without limitation, those relating to insurance, waiver of claims, damage and destruction, condemnation, notice to mortgagee and subordination and attornment, (Bii) provide for uses of the relevant Property that are consistent with first-class management thereof, and (Ciii) be on a standard form lease reasonably approved by Lender Administrative Agent subject to modification as reasonably required by the applicable Borrower. Additionally, at any time that Lender does not have first priority liens on at least four of the properties listed on Schedule 11.22, a Borrower shall not execute any Major Lease nor materially modify or voluntarily terminate any such Major Lease (except for terminations by reason of a material default), in each case without LenderAdministrative Agent’s prior consent, not to be unreasonably withheld; provided, that any Major Lease with respect to more than the lesser of (i) twenty percent (20%) of the net rentable space of the Properties, in the aggregate (as of the date of determination) or (ii) the greater of A) twenty-five percent (25%) of the net rentable space of a Property or (B) 200,000 square feet of net rentable area or shall be subject to the reasonable approval of Requisite Lenders. (iib) With respect to Major Leases, if Lender’s consent thereto is required pursuant to clause subsection (ia) above, or if a Borrower has requested Lender’s consent to a Lease which does not comply with the requirements set forth in Section 3.3(b)(iSections 9.3(a)(i), (ii) or (iii), then if Lender Administrative Agent has not notified such Borrower of its disapproval of such proposed Lease within five (5) Business Days (or, in cases where Requisite Lenders’ approval is required, eleven (11) Business Days) after LenderAdministrative Agent’s confirmation of receipt of (1) such proposed Lease (together with or a lease summary term sheet, in a form reasonably approved by Administrative Agent, containing the material business terms, and alsoother applicable information reasonably approved by Borrowers and Administrative Agent (the "Term Sheet"), which may be provided in lieu of such Lease), (2) any other reasonable information requested by Administrative Agent, (3) in the case of a Major Lease, the financial statements and market comparisons as referenced below to the extent availableavailable and (4) and a transmittal letter requesting that Lender Administrative Agent review such proposed Lease or Term Sheet and approve or disapprove such proposed Lease or Term Sheet within such 5-Business day Day period (or, in cases where Requisite Lenders’ approval is required, such 11-Business Day period) and notifying Lender Administrative Agent that a failure to respond within five (5) Business Days (or eleven (11) Business Days, as applicable) shall constitute a deemed approval, Lender then Administrative Agent shall be deemed to have consented to such proposed Lease. Notwithstanding the foregoing, Administrative Agent’s approval (or deemed approval) of a Term Sheet shall not be deemed to permit Borrower to enter into a Lease on a form other than Borrowers’ previously approved form lease (subject to modification as reasonably required by Borrowers). (iiic) Whether Lender approval is required or not, Borrower Borrowers shall promptly provide Lender Administrative Agent with (1i) a copy of every Lease executed with tenants occupying 10,000 square feet or more of the Property, and (2ii) any and all financial information received by Borrower Borrowers from any such tenants. (ivd) If a Borrower receives any sums in consideration of any termination (or the release or discharge of any lessee) modification or amendment of any Lease (any such funds, a “"Termination Payment”"), then if such Termination Payment is less than $100,000 such Termination Payment may shall be retained by the Borrower, and if such Termination Payment is equal to or greater than $100,000, Borrower promptly shall deliver such Termination Payment to Lender to be held in a blocked and pledged cash collateral account to be then applied by Lender as follows: (1) Upon receipt of such Termination Payment, Lender shall determine the then loan-to-value ratio based upon Loan amount at such time (disbursed and undisbursed) to the market value of the Property, as such market value is reasonably determined by Lender based upon all information then available to Lender and taking into account the Lease termination or modification which generated the Termination Payment (such determination of value, the “Desktop Valuation”). If Lender determines, based upon such Desktop Valuation, that the loan-to-value ratio is greater than 60.0%, then Lender may apply all or a portion of such Termination Payment to repay principal outstanding under the Loan in order that such initial loan-to-value ratio may be achieved. However, if there are not sufficient funds handled in the Termination Payment to achieve such initial loan-to-value ratio, Borrower shall have no obligation to remargin the Loan from its separate fundsmanner provided in Section 9.21 below. (2) If any portion of the Termination Payment remains after application (or non-application) pursuant to subclause (1) above, the remaining balance shall be held by Lender in the cash collateral account and then disbursed by Lender to Borrower in order to pay Lender approved re-tenanting costs with respect to the Property, subject to such reasonable conditions on disbursement as Lender may impose. After the affected premises has been re-leased, any balance remaining in such cash collateral account shall then be disbursed to Borrower. (3) Upon Borrower request, if made within ten (10) days following Lender’s determination of the Desktop Valuation and notice to Borrower of same, Lender shall obtain, at Borrower’s cost and expense, a new Appraisal of the Property to be used in-lieu of the Desktop Valuation when determining the loan-to-value ratio for purposes of this Section 3.3(b)(iv).