Common use of Leasing Guidelines Clause in Contracts

Leasing Guidelines. Except as expressly permitted under this Agreement, Borrower shall not enter into any Lease of space in the Improvements unless approved or deemed approved by Lender prior to execution (which consent shall not be unreasonably withheld, conditioned or delayed). Borrower’s standard form of tenant lease, and any revisions thereto, must have the prior written approval of Lender. Lender shall be “deemed” to have approved any Lease that: (a) is on the standard form lease approved by Lender with no deviations except as approved by Lender (subject to modifications to address customary lease modifications in the marketplace); (b) is entered into in the ordinary course of business with a bona fide unrelated third party tenant, and Borrower, acting in good faith and exercising due diligence, has determined that the tenant is financially capable of performing its obligations under the Lease; (c) is received by Lender, together with any guaranty(ies) and financial information received by Borrower regarding the tenant and any guarantor(s), within fifteen (15) days after execution; (d) reflects an arm’s length transaction; (e) contains no option or right of first refusal to purchase all or any portion of the Property or any present or future interest therein; (f) requires the tenant to execute and deliver to Lender an estoppel certificate in form and substance reasonably acceptable to Lender within thirty (30) days after notice from Lender; and (g) does not cover in excess of twenty percent (20%) of the aggregate net rentable area of the Improvements or have a rental rate that is less than (i) $20.00 per square foot per year (on a triple net basis) for space on the first floor of the Improvements, (ii) $8.50 per square foot per year (on a triple net basis) for space on the second through fourth floor of the Improvements, and (iii) $14.00 per square foot per year (on a triple net basis) for space on the fifth floor of the Improvements and above. Borrower shall provide to Lender a correct and complete copy of each Lease, including any exhibits, and any guaranty(ies) thereof, prior to execution unless the Lease meets the foregoing requirements for “deemed” approval by Lender. Borrower shall pay all reasonable costs incurred by Lender in reviewing and approving Leases and any guaranties thereof, and also in negotiating subordination agreements and subordination, nondisturbance and attornment agreements with tenants, including reasonable attorneys’ fees and costs. For Leases that require Lender’s approval, Borrower shall provide Lender with a copy of the letter of intent (“LOI”) for each proposed Lease and, to the extent available, with financial information on the proposed tenant to aid Lender in determining whether it will consent thereto. A proposed LOI shall be deemed approved by Lender unless Lender disapproves such LOI in writing within five (5) Banking Days after such LOI is submitted to Lender for approval. Upon approval (or deemed approval) of the LOI, no further approval will be required by Lender and Lender will have granted its consent to the Lease that results from the LOI so long as such Lease is on the Borrower’s standard form of tenant lease approved by Agent (which lease form may be modified to address customary lease modifications in the marketplace), and the business terms in the Lease are not materially different from the terms outlined in the approved (or deemed approved) LOI. In the event Borrower satisfies all of the conditions of this Section 3 with respect to any Lease, Lender’s consent to such Lease shall not be required.

Leasing Guidelines. Except as expressly permitted under this Agreement, Borrower shall not enter into any Lease of space in the Improvements unless approved or deemed approved by Lender Administrative Agent prior to execution (which consent shall not be unreasonably withheld, conditioned or delayed). Borrower’s standard form of tenant lease, and any revisions thereto, must have the prior written approval of LenderAdministrative Agent. Lender Administrative Agent shall be “deemed” to have approved any Lease that: (a) is on the standard form lease approved by Lender Administrative Agent with no deviations except as approved by Lender Administrative Agent (subject to modifications to address customary lease modifications in the marketplace); (b) is entered into in the ordinary course of business with a bona fide unrelated third party tenant, and Borrower, acting in good faith and exercising due diligence, has determined that the tenant is financially capable of performing its obligations under the Lease; (c) is received by LenderAdministrative Agent, together with any guaranty(ies) and financial information received by Borrower regarding the tenant and any guarantor(s), within fifteen (15) days after execution; (d) reflects an arm’s length transaction; (e) contains no option or right of first refusal to purchase all or any portion of the Property or any present or future interest therein; (f) requires the tenant to execute and deliver to Lender Administrative Agent an estoppel certificate in form and substance reasonably acceptable to Lender Administrative Agent within thirty (30) days after notice from LenderAdministrative Agent; and (g) does not cover in excess of twenty twenty-five percent (2025%) of the aggregate net rentable area of the Improvements or have a rental rate that is less than (i) $20.00 33.00 per square foot per year (on a triple net full service gross basis) for office space on the first floor of in the Improvements, or (ii) $8.50 18.00 per square foot per year (on a triple net full service gross basis) for retail space on the second through fourth floor of in the Improvements, and (iii) $14.00 per square foot per year (on a triple net basis) for space on the fifth floor of the Improvements and above. Borrower shall provide to Lender Administrative Agent a correct and complete copy of each Lease, including any exhibits, and any guaranty(ies) thereof, prior to execution unless the Lease meets the foregoing requirements for “deemed” approval by LenderAdministrative Agent. Borrower shall pay all reasonable costs incurred by Lender Administrative Agent in reviewing and approving Leases and any guaranties thereof, and also in negotiating subordination agreements and subordination, nondisturbance and attornment agreements with tenants, including reasonable attorneys’ fees and costs. For Leases that require LenderAdministrative Agent’s approval, Borrower shall provide Lender Administrative Agent with a copy of the letter of intent (“LOI”) for each proposed Lease and, to the extent available, with financial information on the proposed tenant to aid Lender Administrative Agent in determining whether it will consent thereto. A proposed LOI shall be deemed approved by Lender Administrative Agent unless Lender Administrative Agent disapproves such LOI in writing within five (5) Banking Business Days after such LOI is submitted to Lender Administrative Agent for approval. Upon approval (or deemed approval) of the LOI, no further approval will be required by Lender Administrative Agent and Lender Administrative Agent will have granted its consent to the Lease that results from the LOI so long as such Lease is on the Borrower’s standard form of tenant lease approved by Administrative Agent (which lease form may be modified to address customary lease modifications in the marketplace), and the business terms in the Lease are not materially different from the terms outlined in the approved (or deemed approved) LOI. In the event Borrower satisfies all of the conditions of this Section 3 with respect to any Lease, LenderAdministrative Agent’s consent to such Lease shall not be required.

Leasing Guidelines. Except as expressly permitted under this Agreement, Borrower shall not enter into any Lease of space in the Improvements unless approved or deemed approved by Lender Administrative Agent prior to execution (which consent shall not be unreasonably withheld, conditioned or delayed). Borrower’s standard form of tenant lease, and any revisions thereto, must have the prior written approval of LenderAdministrative Agent. Lender Administrative Agent shall be “deemed” to have approved any Lease that: (a) is on the standard form lease approved by Lender Administrative Agent with no deviations except as approved by Lender Administrative Agent (subject to modifications to address customary lease modifications in the marketplace); (b) is entered into in the ordinary course of business with a bona fide unrelated third party tenant, and Borrower, acting in good faith and exercising due diligence, has determined that the tenant is financially capable of performing its obligations under the Lease; (c) is received by LenderAdministrative Agent, together with any guaranty(ies) and financial information received by Borrower regarding the tenant and any guarantor(s), within fifteen (15) days after execution; (d) reflects an arm’s length transaction; (e) contains no option or right of first refusal to purchase all or any portion of the Property or any present or future interest therein; (f) requires the tenant to execute and deliver to Lender Administrative Agent an estoppel certificate in form and substance reasonably acceptable to Lender Administrative Agent within thirty (30) days after notice from LenderAdministrative Agent; and (g) does not cover in excess of twenty twenty-five percent (2025%) of the aggregate net rentable area of the Improvements or have a rental rate that is less than (i) $20.00 15.00 per square foot per year (on a triple net basis) for space on the first floor of the Improvements, (ii) $8.50 per square foot per year (on a triple net basis) for space on the second through fourth floor of the Improvements, and (iii) $14.00 per square foot per year (on a triple net basis) for space on the fifth floor of the Improvements and above). Borrower shall provide to Lender Administrative Agent a correct and complete copy of each Lease, including any exhibits, and any guaranty(ies) thereof, prior to execution unless the Lease meets the foregoing requirements for “deemed” approval by LenderAdministrative Agent. Borrower shall pay all reasonable costs incurred by Lender Administrative Agent in reviewing and approving Leases and any guaranties thereof, and also in negotiating subordination agreements and subordination, nondisturbance and attornment agreements with tenants, including reasonable attorneys’ fees and costs. For Leases that require LenderAdministrative Agent’s approval, Borrower shall provide Lender Administrative Agent with a copy of the letter of intent (“LOI”) for each proposed Lease and, to the extent available, with financial information on the proposed tenant to aid Lender Administrative Agent in determining whether it will consent thereto. A proposed LOI shall be deemed approved by Lender Administrative Agent unless Lender Administrative Agent disapproves such LOI in writing within five (5) Banking Business Days after such LOI is submitted to Lender Administrative Agent for approval. Upon approval (or deemed approval) of the LOI, no further approval will be required by Lender Administrative Agent and Lender Administrative Agent will have granted its consent to the Lease that results from the LOI so long as such Lease is on the Borrower’s standard form of tenant lease approved by Administrative Agent (which lease form may be modified to address customary lease modifications in the marketplace), and the business terms in the Lease are not materially different from the terms outlined in the approved (or deemed approved) LOI. In the event Borrower satisfies all of the conditions of this Section 3 with respect to any Lease, LenderAdministrative Agent’s consent to such Lease shall not be required.

Leasing Guidelines. Except as expressly permitted under this Agreement, Borrower shall not enter into any Lease of space in the Improvements unless approved or deemed approved by Lender prior to execution (which consent shall not be unreasonably withheld, conditioned or delayed). Borrower’s standard form of tenant lease, and any revisions thereto, must have the prior written approval of Lender. Lender shall be “deemed” to have approved any Lease that: (a) is on the standard form lease approved by Lender with no deviations except as approved by Lender (subject to modifications to address customary lease modifications in the marketplace); (b) is entered into in the ordinary course of business with a bona fide unrelated third party tenant, and Borrower, acting in good faith and exercising due diligence, has determined that the tenant is financially capable of performing its obligations under the Lease; (c) is received by Lender, together with any guaranty(ies) and financial information received by Borrower regarding the tenant and any guarantor(s), within fifteen (15) days after execution; (d) reflects an arm’s length transaction; (e) contains no option or right of first refusal to purchase all or any portion of the Property or any present or future interest therein; (f) requires the tenant to execute and deliver to Lender an estoppel certificate in form and substance reasonably acceptable to Lender within thirty (30) days after notice from Lender; and (g) does not cover in excess of twenty percent (20%) of the aggregate net rentable area of the Improvements or have a rental rate that is less than (i) $20.00 15.00 per square foot per year (on a triple net basis) for space on the first floor of the Improvements, (ii) $8.50 per square foot per year (on a triple net basis) for space on the second through fourth floor of the Improvements, and (iii) $14.00 per square foot per year (on a triple net basis) for space on the fifth floor of the Improvements and above). Borrower shall provide to Lender a correct and complete copy of each Lease, including any exhibits, and any guaranty(ies) thereof, prior to execution unless the Lease meets the foregoing requirements for “deemed” approval by Lender. Borrower shall pay all reasonable costs incurred by Lender in reviewing and approving Leases and any guaranties thereof, and also in negotiating subordination agreements and subordination, nondisturbance and attornment agreements with tenants, including reasonable attorneys’ fees and costs. For Leases that require Lender’s approval, Borrower shall provide Lender with a copy of the letter of intent (“LOI”) for each proposed Lease and, to the extent available, with financial information on the proposed tenant to aid Lender in determining whether it will consent thereto. A proposed LOI shall be deemed approved by Lender unless Lender disapproves such LOI in writing within five (5) Banking Days after such LOI is submitted to Lender for approval. Upon approval (or deemed approval) of the LOI, no further approval will be required by Lender and Lender will have granted its consent to the Lease that results from the LOI so long as such Lease is on the Borrower’s standard form of tenant lease approved by Agent (which lease form may be modified to address customary lease modifications in the marketplace), and the business terms in the Lease are not materially different from the terms outlined in the approved (or deemed approved) LOI. In the event Borrower satisfies all of the conditions of this Section 3 with respect to any Lease, Lender’s consent to such Lease shall not be required.

Leasing Guidelines. Except as expressly permitted under this Agreement, Borrower shall not enter into any Lease of space in the Improvements unless approved or deemed approved by Lender prior to execution (which consent shall not be unreasonably withheld, conditioned or delayed)execution. Borrower’s standard form of tenant lease, and any revisions thereto, must have the prior written approval of Lender. Lender shall be “deemed” to have approved any Lease that: (a) is on the standard form lease approved by Lender with no deviations except as approved by Lender (subject to modifications to address customary lease modifications in the marketplace)Lender; (b) is entered into in the ordinary course of business with a bona fide unrelated third party tenant, and Borrower, acting in good faith and exercising due diligence, has determined that the tenant is financially capable of performing its obligations under the Lease; (c) is received by Lender, together with any guaranty(ies) and financial information received by Borrower regarding the tenant and any guarantor(s), within fifteen (15) days after execution; (d) reflects an arm’s length transaction; (e) contains no option or right of first refusal to purchase all or any portion of the Property or any present or future interest therein; (f) requires the tenant to execute and deliver to Lender an estoppel certificate in form and substance reasonably acceptable to Lender within thirty ten (3010) days after notice from Lender; and (g) does not cover in excess of twenty twenty-five percent (2025%) of the aggregate net rentable area of the Improvements or have a rental rate that is less than (i) $20.00 25.00 per square foot per year (on a triple net basis) for space on the first floor of the Improvements, (ii) $8.50 per square foot per year (on a triple net basis) for space on the second through fourth floor of the Improvements, and (iii) $14.00 per square foot per year (on a triple net basis) for space on the fifth floor of the Improvements and abovefoot. Borrower shall provide to Lender a correct and complete copy of each Lease, including any exhibits, and any guaranty(ies) thereof, prior to execution unless the Lease meets the foregoing requirements for “deemed” approval by Lender. Borrower shall pay all reasonable costs incurred by Lender in reviewing and approving Leases and any guaranties thereof, and also in negotiating subordination agreements and subordination, nondisturbance and attornment agreements with tenants, including reasonable attorneys’ fees and costs. For Leases that require Lender’s approval, Borrower shall provide Lender with a copy of the letter of intent (“LOI”) for each proposed Lease and, to the extent available, with financial information on the proposed tenant to aid Lender in determining whether it will consent thereto. A proposed LOI shall be deemed approved by Lender unless Lender disapproves such LOI in writing within five (5) Banking Days after such LOI is submitted to Lender for approval. Upon approval (or deemed approval) of the LOI, no further approval will be required by Lender and Lender will have granted its consent to the Lease that results from the LOI so long as such Lease is on the Borrower’s standard form of tenant lease approved by Agent (which lease form may be modified to address customary lease modifications in the marketplace), and the business terms in the Lease are not materially different from the terms outlined in the approved (or deemed approved) LOI. In the event Borrower satisfies all of the conditions of this Section 3 with respect to any Lease, Lender’s consent to such Lease shall not be required.

Leasing Guidelines. Except as expressly permitted under this Agreement, Borrower shall not enter into any Lease of space in the Improvements unless approved or deemed approved by Lender and Permanent Lender prior to execution (which consent shall not be unreasonably withheld, conditioned or delayed)execution. Borrower’s standard form of tenant lease, and any revisions thereto, must have the prior written approval of LenderLender (which will not be unreasonably withheld, conditioned or delayed). Lender shall be “deemed” to have approved any Lease that: (a) is on the standard form lease approved by Lender with no deviations except as approved by Lender (subject to modifications to address customary lease modifications in the marketplace)Lender; (b) is entered into in the ordinary course of business with a bona fide unrelated third party tenant, and Borrower, acting in good faith and exercising due diligence, has determined that the tenant is financially capable of performing its obligations under the Lease; (c) is received by Lender, together with any guaranty(ies) and financial information received by Borrower regarding the tenant and any guarantor(s), within fifteen (15) days after execution; (d) reflects an arm’s length transaction; (e) contains no option or right of first refusal to purchase all or any portion of the Property or any present or future interest therein; (f) requires the tenant to execute and deliver to Lender an estoppel certificate in form and substance reasonably acceptable to Lender within thirty sixty (3060) days after notice from Lender; and (g) does not cover in excess of twenty twenty-five percent (2025%) of the aggregate net rentable area of the Improvements or have a rental rate that is less than (i) $20.00 10.00 per square foot per year (on a triple net basis) for space on the first floor of the Improvements, (ii) $8.50 per square foot per year (on a triple net basis) for space on the second through fourth floor of the Improvements, and (iii) $14.00 per square foot per year (on a triple net basis) for space on the fifth floor of the Improvements and abovefoot. Borrower shall provide to Lender a correct and complete copy of each Lease, including any exhibits, and any guaranty(ies) thereof, prior to execution unless the Lease meets the foregoing requirements for “deemed” approval by Lender. Borrower shall pay all reasonable costs incurred by Lender in reviewing and approving Leases and any guaranties thereof, and also in negotiating subordination agreements and subordination, nondisturbance and attornment agreements with tenants, including reasonable attorneys’ fees and costs. For Leases that require Lender’s approval, Borrower shall provide Lender with a copy of the letter of intent (“LOI”) for each proposed Lease and, to the extent available, with financial information on the proposed tenant to aid Lender in determining whether it will consent thereto. A proposed LOI shall be deemed approved by Lender unless Lender disapproves such LOI in writing within five (5) Banking Days after such LOI is submitted to Lender for approval. Upon approval (or deemed approval) of the LOI, no further approval will be required by Lender and Lender will have granted its consent to the Lease that results from the LOI so long as such Lease is on the Borrower’s standard form of tenant lease approved by Agent (which lease form may be modified to address customary lease modifications in the marketplace), and the business terms in the Lease are not materially different from the terms outlined in the approved (or deemed approved) LOI. In the event Borrower satisfies all of the conditions of this Section 3 with respect to any Lease, Lender’s consent to such Lease shall not be required.

Leasing Guidelines. Except as expressly permitted under this Agreement, Borrower shall not enter into any Lease lease of tenant space in the Improvements unless approved or deemed approved by Lender prior to execution (which consent shall not be unreasonably withheld, conditioned or delayed)execution. Borrower’s standard form of tenant lease, and any revisions thereto, must have the prior written approval of Lender. Lender shall be “deemed” to have approved any Lease Lease, except a lease of Unit 101 in the building having an address of 0000 Xxx Xxxxxxxx Xxxx or a lease of Unit 100 in the building having an address of 0000 Xxx Xxxxxxxx Xxxx, that: (a) is on the standard form lease approved by Lender with no material deviations except as approved by Lender (subject to modifications to address customary lease modifications in the marketplace)Lender; (b) is entered into in the ordinary course of business with a bona fide unrelated third party tenant, and Borrower, acting in good faith and exercising due diligence, has determined that the tenant is financially capable of performing its obligations under the Lease; (c) is received by Lender, together with any guaranty(ies) and financial information received by Borrower regarding the tenant and any guarantor(s), within fifteen (15) days after execution; (d) reflects an arm’s length transaction; (e) contains no option or right of first refusal to purchase all or any portion of the Property or any present or future interest therein; (f) requires the tenant to execute and deliver to Lender an estoppel certificate in form and substance reasonably acceptable to Lender within thirty (30) days after notice from Lender; and (g) does not cover in excess the case of twenty percent (20%) of the aggregate net rentable area of the Improvements or have a those premises identified on Exhibit A to this Schedule 4, provides for an effective rental rate that is no less than (i) $20.00 per square foot per year (applicable rate specified on a triple net basis) for space on the first floor of the Improvements, (ii) $8.50 per square foot per year (on a triple net basis) for space on the second through fourth floor of the Improvements, and (iii) $14.00 per square foot per year (on a triple net basis) for space on the fifth floor of the Improvements and above. said Exhibit A. Borrower shall provide to Lender a correct and complete copy of each Lease, including any exhibits, and any guaranty(ies) thereof, prior to execution unless the Lease meets the foregoing requirements for “deemed” approval by Lender. Borrower shall pay all reasonable costs incurred by Lender in reviewing and approving Leases and any guaranties thereof, and also in negotiating subordination agreements and subordination, nondisturbance and attornment agreements with tenants, including reasonable attorneys’ fees and costs. For Leases that require Lender’s approval, Borrower shall provide Lender with a copy of the letter of intent (“LOI”) for each proposed Lease and, to the extent available, with financial information on the proposed tenant to aid Lender in determining whether it will consent thereto. A proposed LOI shall be deemed approved by Lender unless Lender disapproves such LOI in writing within five (5) Banking Days after such LOI is submitted to Lender for approval. Upon approval (or deemed approval) of the LOI, no further approval will be required by Lender and Lender will have granted its consent to the Lease that results from the LOI so long as such Lease is on the Borrower’s standard form of tenant lease approved by Agent (which lease form may be modified to address customary lease modifications in the marketplace), and the business terms in the Lease are not materially different from the terms outlined in the approved (or deemed approved) LOI. In the event Borrower satisfies all of the conditions of this Section 3 with respect to any Lease, Lender’s consent to such Lease shall not be required.

Leasing Guidelines. Except as expressly permitted under this Agreement, Borrower shall not enter into any Lease of space in the Improvements unless approved or deemed approved by Lender prior to execution (which consent shall not be unreasonably withheld, conditioned or delayed)Administrative Agent. Borrower’s standard form forms of tenant lease, lease previously provided to Administrative Agent have been approved. Any material revisions Borrower’s standard forms of tenant lease must be approved by Administrative Agent with the understanding that Administrative Agent will review such revised form(s) at Borrower’s cost and any revisions thereto, must have the prior written approval of Lenderif reasonably acceptable to Administrative Agent such revised form(s) shall be deemed to be standard form(s) for all applicable purposes hereunder. Lender Administrative Agent shall be “deemed” to have approved any Lease that: (a) is on the standard form lease approved by Lender Administrative Agent with no material deviations except as approved by Lender (subject Administrative Agent or on market terms that would be acceptable to modifications a commercial landlord in a similar building in Austin, Texas utilizing sound business judgment, provided that the form requires the Lessee to address customary lease modifications contribute to real estate taxes, insurance and other shared operating expenses on a commercially reasonable basis and that no subordination, attornment or other mortgage/deed of trust-related provisions of the standard form Lease shall be modified in the marketplace)any material respect unless actually approved by Administrative Agent; (b) is entered into in the ordinary course of business with a bona fide unrelated third party tenant, and Borrower, acting in good faith and exercising due diligence, has determined that the tenant is financially capable of performing its obligations under the Lease; (c) is received by LenderAdministrative Agent, together with any guaranty(ies) and financial information received by Borrower regarding the tenant and any guarantor(s), within fifteen (15) days after execution; (d) reflects an arm’s length transaction; (e) contains no option or right of first refusal to purchase all or any portion of the Property or any present or future interest therein; (f) does not require Borrower to provide funds for tenant improvements in excess of $45.00 per square foot; (g) requires the tenant to execute and deliver to Lender Administrative Agent an estoppel certificate in form and substance reasonably acceptable to Lender Administrative Agent within thirty ten (3010) days after notice from LenderAdministrative Agent; and (gh) with respect to any Lease of space in any Commercial Unit(s) does not cover in excess of twenty twenty-five percent (2025%) of the aggregate net rentable area of the Improvements or Commercial Units, and with respect to any Lease of space in the Office Unit does not cover in excess of twenty-five percent (25%) of the net rentable area of the Office Unit; and (i) (x) with respect to the Office Unit, does not have a rental rate that is less than (i) $20.00 31.00 per rentable square foot per year (on a triple net basis) of premises leased for space on under the first floor of the Improvements, (ii) $8.50 per square foot per year (on a triple net basis) for space on the second through fourth floor of the Improvementsapplicable Lease, and (iiiy) with respect to the Commercial Units, does not have a rental rate that is less than $14.00 33.00 per rentable square foot per year (on a triple net basis) for space on of premises leased under the fifth floor of the Improvements and aboveapplicable Lease. Borrower shall provide to Lender Administrative Agent a correct and complete copy of each Lease, including any exhibits, and any guaranty(ies) thereof, prior to execution unless the Lease meets the foregoing requirements for “deemed” approval by LenderAdministrative Agent. Borrower shall pay all reasonable costs incurred by Lender Administrative Agent in reviewing and approving Leases and any guaranties thereof, and also in negotiating subordination agreements and subordination, nondisturbance and attornment agreements with tenants, including reasonable attorneys’ fees and costs. For Leases Administrative Agent agrees that require Lender’s approvalit will review any proposed Lease submitted to it for review promptly and will, within ten (10) Banking Days of the day the proposed Lease is submitted to Administrative Agent for review, either (i) approve the Lease, or (ii) provide Borrower shall provide Lender with a copy statement containing reasonable detail as to the deficiencies of the letter of intent (“LOI”) for each such proposed Lease and, in order for Borrower to address the extent available, with financial information on issues and re-submit the proposed tenant to aid Lender in determining whether it will consent theretoLease for approval by Administrative Agent. A proposed LOI shall be deemed approved by Lender unless Lender disapproves such LOI If Administrative Agent does not respond in writing within such ten (10) Banking Day period, then Borrower will provide to Administrative Agent an additional notice of such Lease request. If Administrative Agent does not respond in writing within a five (5) Banking Days after Day period following receipt of such LOI is submitted notice, then Administrative Agent shall be deemed to Lender for approval. Upon approval (or deemed approval) of have approved the LOI, no further approval will be required by Lender and Lender will have granted its consent to the Lease that results from the LOI so long as such Lease is on the Borrower’s standard form of tenant lease approved by Agent (which lease form may be modified to address customary lease modifications in the marketplace), and the business terms in the Lease are not materially different from the terms outlined in the approved (or deemed approved) LOI. In the event Borrower satisfies all of the conditions of this Section 3 with respect to any proposed Lease, Lender’s consent to such Lease shall not be required.

Leasing Guidelines. Except as expressly permitted under this Agreement, no Borrower shall not enter into any Lease of space in the Improvements of such Borrower unless approved or deemed approved by Lender Administrative Agent (and, to the extent required below, Required Lenders) prior to execution (which consent shall not be unreasonably withheld, conditioned or delayed). Each Borrower’s standard form of tenant lease, and any revisions thereto, must have the prior written approval of LenderAdministrative Agent, not to be unreasonably withheld, conditioned or delayed. Lender Administrative Agent and Required Lenders shall be “deemed” to have approved any Lease that: (a) is on the standard form lease approved by Lender Administrative Agent with no deviations except as approved by Lender Administrative Agent (subject to modifications to address customary lease modifications in the marketplace); (b) is entered into in the ordinary course of business with a bona fide unrelated third party tenant, and the applicable Borrower, acting in good faith and exercising due diligence, has determined that the tenant is financially capable of performing its obligations under the Lease; (c) is received by LenderAdministrative Agent, together with any guaranty(ies) and financial information received by the applicable Borrower regarding the tenant and any guarantor(s), within fifteen (15) days after execution; (d) reflects an arm’s length transaction; (e) contains no option or right of first refusal to purchase all or any portion of the any Property or any present or future interest therein; (f) requires the tenant to execute and deliver to Lender Administrative Agent an estoppel certificate in form and substance reasonably acceptable to Lender Administrative Agent within thirty (30) days after notice from LenderAdministrative Agent; and (g) does not cover in excess of ten percent (10%) of the aggregate net rentable area of the applicable Improvements or have a rental rate that is less than as set forth below: RBC Plaza Property Floors 3-11: $16/SF (NNN)* Floors 12-22: $17/SF (NNN) Floors 23-40: $17.50/SF (NNN) Retail Sky Space: $25/SF (NNN) Retail Street Space: $30/SF (NNN) 000 Xxxx Xxxxxxx Property Floors 3-15: $20/SF (NNN) Floors 16-29: $21.50/SF (NNN) Floors 30-40: $23/SF (NNN) Retail Space: $42.50/SF (NNN) Restaurant Space: $35.00/SF (NNN) Legacy Town Center Property Tower 1: $23/SF (NNN) Tower 2: $22/SF (NNN) Tower 3: $22/SF (NNN) One Washingtonian Property $30/SF (Modified Gross – Base Year) Preston Commons Property $22/SF (NNN) Sterling Plaza Property Floors 1-10: $21/SF (NNN) Floors 11-19: $22/SF (NNN) Ten Almaden Property $42/SF (Full Service Gross) Towers at Emeryville Property Tower I: $22.50/SF (Gross) Tower II: Office Floors Floors 1-5: $41/SF (Full Service Gross) Floors 6-9: $42SF (Full Service Gross” Floors 10-16: $43/SF (Full Service Gross)Tower III: $5.50/SF (“Gross”) *NNN means “Net-Net-Net” Any Lease that covers in excess of ten percent (10%) of the aggregate net rentable area of the applicable Improvements shall require the prior written approval of Administrative Agent, and any Lease that covers in excess of twenty percent (20%) of the aggregate net rentable area of the applicable Improvements or have a rental rate that is less than (i) $20.00 per square foot per year (on a triple net basis) for space on shall require the first floor prior written approval of the Improvements, (ii) $8.50 per square foot per year (on a triple net basis) for space on the second through fourth floor of the Improvements, and (iii) $14.00 per square foot per year (on a triple net basis) for space on the fifth floor of the Improvements and aboveRequired Lenders. Borrower Borrowers shall provide to Lender Administrative Agent (who will then provide copies to all Lenders if and when the consent of the Required Lenders is required pursuant to the terms hereof, if at all) a correct and complete copy of each Lease, including any exhibits, and any guaranty(ies) thereof, prior to execution unless the Lease meets the foregoing requirements for “deemed” approval by LenderAdministrative Agent (and, if applicable, by the Required Lenders). Borrower Borrowers shall pay all reasonable costs incurred by Lender Administrative Agent in reviewing and approving Leases and any guaranties thereof, and also in negotiating subordination agreements and subordination, nondisturbance and attornment agreements with tenants, including reasonable attorneys’ fees and costs. For Leases that require LenderAdministrative Agent’s approvalapproval (and, Borrower if applicable, the approval of the Required Lenders), Borrowers shall provide Lender Administrative Agent (who will then provide copies to all Lenders if and when the consent of the Required Lenders is required pursuant to the terms hereof, if at all) with a copy of the letter of intent (“LOI”) for each proposed Lease and, to the extent available, with financial information on the proposed tenant to aid Lender Administrative Agent (and, if applicable, the Required Lenders) in determining whether it will consent thereto. A proposed LOI shall be deemed approved by Lender Administrative Agent (and, if applicable, by the Required Lenders) unless Lender Administrative Agent (and, if applicable, the Required Lenders) disapproves such LOI in writing within five (5) Banking Business Days after such LOI is submitted to Lender Administrative Agent for approval. Upon approval (or deemed approval) of the LOI, no further approval will be required by Lender Administrative Agent (and, if applicable, by the Required Lenders) and Lender Administrative Agent (and, if applicable, the Required Lenders) will have granted its consent to the Lease that results from the LOI so long as such Lease is on the applicable Borrower’s standard form of tenant lease approved by Administrative Agent (which lease form may be modified to address customary lease modifications in the marketplace), and the business terms in the Lease are not materially different from the terms outlined in the approved (or deemed approved) LOI. In the event a Borrower satisfies all of the conditions of this Section 3 with respect to any Lease, LenderAdministrative Agent’s (and/or the Required Lenders’, if applicable) consent to such Lease shall not be required.

Leasing Guidelines. Except as expressly permitted under this Agreement, Borrower shall not enter into any Lease lease of tenant space in the Improvements covering more than 20,000 square feet unless approved or deemed approved by Lender prior to execution (which consent shall not be unreasonably withheld, conditioned or delayed)execution. Borrower’s standard form of tenant lease, and any revisions thereto, must have the prior written approval of Lender. Lender shall be “deemed” to have approved any Lease, except any Lease of more than 80,000 square feet (which are not subject to being “deemed” approved), that: (a) is on the standard form lease approved by Lender with no material deviations except as approved by Lender (subject to modifications to address customary lease modifications in the marketplace)Lender; (b) is entered into in the ordinary course of business with a bona fide unrelated third party tenant, and Borrower, acting in good faith and exercising due diligence, has determined that the tenant is financially capable of performing its obligations under the Lease; (c) is received by Lender, together with any guaranty(ies) and financial information received by Borrower regarding the tenant and any guarantor(s), within fifteen (15) days after execution; (d) reflects an arm’s length transactiontransaction at then-current market rate for comparable space; (e) contains no option or right of first refusal to purchase all or any portion of the Property or any present or future interest therein; (f) requires the tenant to execute and deliver to Lender an estoppel certificate in form and substance reasonably acceptable to Lender within thirty (30) days after notice from Lender; and (g) does not cover in excess the case of twenty percent (20%) of the aggregate net rentable area of the Improvements or have a those premises identified on Exhibit A to this Schedule 4, provides for an effective rental rate that is no less than (i) $20.00 per square foot per year (applicable rate specified on a triple net basis) for space on the first floor of the Improvements, (ii) $8.50 per square foot per year (on a triple net basis) for space on the second through fourth floor of the Improvements, and (iii) $14.00 per square foot per year (on a triple net basis) for space on the fifth floor of the Improvements and above. said Exhibit A. Borrower shall provide to Lender a correct and complete copy of each Lease, including any exhibits, and any guaranty(ies) thereof, prior to execution unless the Lease meets the foregoing requirements for “deemed” approval by Lender. Borrower shall pay all reasonable costs incurred by Lender in reviewing and approving Leases and any guaranties thereof, and also in negotiating subordination agreements and subordination, nondisturbance and attornment agreements with tenants, including reasonable attorneys’ fees and costs. For Leases that require Lender’s approval, Borrower Lender shall provide Lender with a copy use commercially reasonable efforts to respond to any request for approval within ten (10) Banking Days after receipt of such request. Notwithstanding anything to the letter of intent (“LOI”) for each proposed Lease andcontrary in this Schedule 4, to the extent available, with financial information on the proposed tenant to aid Lender in determining whether it will consent thereto. A proposed LOI shall be deemed approved by Lender unless Lender disapproves such LOI in writing within five (5) Banking Days after such LOI is submitted to Lender for approval. Upon has approval (or deemed approval) of the LOI, no further approval will be required by Lender and Lender will have granted its consent to the Lease that results from the LOI so long as such Lease is on the Borrower’s standard form of tenant lease approved by Agent (which lease form may be modified to address customary lease modifications in the marketplace), and the business terms in the Lease are not materially different from the terms outlined in the approved (or deemed approved) LOI. In the event Borrower satisfies all of the conditions of this Section 3 rights with respect to any Leaselease or revisions thereto, Lender’s consent Lender shall be deemed to approve any terms of such lease or revisions thereto which the Borrower believes, upon the advice of counsel, are reasonably necessary to ensure that the Rents received pursuant to such Lease shall not be requiredlease qualify as “rents from real property” within the meaning of Section 856(d) of the Code.

Leasing Guidelines. Except as expressly permitted under this Agreement, no Borrower shall not enter into any Lease of space in the Improvements of such Borrower unless approved or deemed approved by Lender Administrative Agent prior to execution (which consent shall not be unreasonably withheld, conditioned or delayed). Each Borrower’s standard form of tenant lease, and any revisions thereto, must have the prior written approval of LenderAdministrative Agent, not to be unreasonably withheld, conditioned or delayed. Lender Administrative Agent shall be “deemed” to have approved any Lease that: (a) is on the standard form lease approved by Lender Administrative Agent with no deviations except as approved by Lender Administrative Agent (subject to modifications to address customary lease modifications in the marketplace); (b) is entered into in the ordinary course of business with a bona fide unrelated third party tenant, and the applicable Borrower, acting in good faith and exercising due diligence, has determined that the tenant is financially capable of performing its obligations under the Lease; (c) is received by LenderAdministrative Agent, together with any guaranty(ies) and financial information received by the applicable Borrower regarding the tenant and any guarantor(s), within fifteen (15) days after execution; (d) reflects an arm’s length transaction; (e) contains no option or right of first refusal to purchase all or any portion of the any Property or any present or future interest therein; (f) requires the tenant to execute and deliver to Lender Administrative Agent an estoppel certificate in form and substance reasonably acceptable to Lender Administrative Agent within thirty (30) days after notice from LenderAdministrative Agent; and (g) does not cover in excess of twenty ten percent (2010%) of the aggregate net rentable area of the applicable Improvements or have a an annual rental rate that is less than as set forth below (iprovided that any Lease of ground floor retail space in any Improvements that complies with the provisions of clauses (a) through (f) above shall not require the prior approval of Administrative Agent): 100-200 Campus Drive Property $20.00 per square foot per year 30.00/SF (on a triple net basisFull Service Gross) for space on the first floor 300-600 Campus Drive Property $30.00/SF (Full Service Gross) Willow Oaks Property $26.50/SF (Full Service Gross) Xxxxxx XxXxxxx Center Property $25.25/SF (Full Service Gross) 000 Xxxxx Xxxxxxxx Property $37.00/SF (Full Service Gross) Emerald View Property $20.00/SF (NNN) Granite Tower Property $34.00/SF (Full Service Gross) Fountainhead Property $20.00/SF (NNN) *NNN means “Net-Net-Net” Any Lease that covers in excess of ten percent (10%) of the Improvements, (ii) $8.50 per square foot per year (on a triple aggregate net basis) for space on the second through fourth floor rentable area of the Improvements, and (iii) $14.00 per square foot per year (on a triple net basis) for space on applicable Improvements shall require the fifth floor prior written approval of the Improvements and aboveAdministrative Agent. Borrower Borrowers shall provide to Lender Administrative Agent a correct and complete copy of each Lease, including any exhibits, and any guaranty(ies) thereof, prior to execution unless the Lease meets the foregoing requirements for “deemed” approval by LenderAdministrative Agent. Borrower Borrowers shall pay all reasonable costs incurred by Lender Administrative Agent in reviewing and approving Leases and any guaranties thereof, and also in negotiating subordination agreements and subordination, nondisturbance and attornment agreements with tenants, including reasonable attorneys’ fees and costs. For Leases that require LenderAdministrative Agent’s approval, Borrower Borrowers shall provide Lender Administrative Agent with a copy of the letter of intent (“LOI”) for each proposed Lease and, to the extent available, with financial information on the proposed tenant to aid Lender Administrative Agent in determining whether it will consent thereto. A proposed LOI shall be deemed approved by Lender Administrative Agent unless Lender Administrative Agent disapproves such LOI in writing within five (5) Banking Business Days after such LOI is submitted to Lender Administrative Agent for approval. Upon approval (or deemed approval) of the LOI, no further approval will be required by Lender Administrative Agent and Lender Administrative Agent will have granted its consent to the Lease that results from the LOI so long as such Lease is on the applicable Borrower’s standard form of tenant lease approved by Administrative Agent (which lease form may be modified to address customary lease modifications in the marketplace), and the business terms in the Lease are not materially different from the terms outlined in the approved (or deemed approved) LOI. In the event a Borrower satisfies all of the conditions of this Section 3 with respect to any Lease, LenderAdministrative Agent’s consent to such Lease shall not be required.

Leasing Guidelines. Except as expressly permitted under this Agreement, no Borrower shall not enter into any Lease of space in the Improvements of such Borrower unless approved or deemed approved by Lender prior to execution (which consent shall not be unreasonably withheld, conditioned or delayed). Each Borrower’s standard form of tenant lease, and any revisions thereto, must have the prior written approval of Lender. Lender shall be “deemed” to have approved any Lease that: (a) is on the standard form lease approved by Lender with no deviations except as approved by Lender (subject to modifications to address customary lease modifications in the marketplace); (b) is entered into in the ordinary course of business with a bona fide unrelated third party tenant, and the applicable Borrower, acting in good faith and exercising due diligence, has determined that the tenant is financially capable of performing its obligations under the Lease; (c) is received by Lender, together with any guaranty(ies) and financial information received by the applicable Borrower regarding the tenant and any guarantor(s), within fifteen (15) days after execution; (d) reflects an arm’s length transaction; (e) contains no option or right of first refusal to purchase all or any portion of the any Property or any present or future interest therein; (f) requires the tenant to execute and deliver to Lender an estoppel certificate in form and substance reasonably acceptable to Lender within thirty (30) days after notice from Lender; and (g) does not cover in excess of twenty twenty-five percent (2025%) of the aggregate net rentable area of the applicable Improvements or have a rental rate that is less than (i) $20.00 22.50 per square foot per year (on a triple net full service basis) for space on with respect to the first floor of the ImprovementsWest Loop Property, or (ii) $8.50 19.15 per square foot per year (on a triple net full service basis) for with respect to the S4-1 office space on at the second through fourth floor of the Improvements, and (iii) $14.00 per square foot per year (on a triple net basis) for space on the fifth floor of the Improvements and aboveIron Point Property. Borrower Borrowers shall provide to Lender a correct and complete copy of each Lease, including any exhibits, and any guaranty(ies) thereof, prior to execution unless the Lease meets the foregoing requirements for “deemed” approval by Lender. Borrower Borrowers shall pay all reasonable costs incurred by Lender in reviewing and approving Leases and any guaranties thereof, and also in negotiating subordination agreements and subordination, nondisturbance and attornment agreements with tenants, including reasonable attorneys’ fees and costs. For Leases that require Lender’s approval, Borrower Borrowers shall provide Lender with a copy of the letter of intent (“LOI”) for each proposed Lease and, to the extent available, with financial information on the proposed tenant to aid Lender in determining whether it will consent thereto. A proposed LOI shall be deemed approved by Lender unless Lender disapproves such LOI in writing within five (5) Banking Days after such LOI is submitted to Lender for approval. Upon approval (or deemed approval) of the LOI, no further approval will be required by Lender and Lender will have granted its consent to the Lease that results from the LOI so long as such Lease is on the applicable Borrower’s standard form of tenant lease approved by Agent Lender (which lease form may be modified to address customary lease modifications in the marketplace), and the business terms in the Lease are not materially different from the terms outlined in the approved (or deemed approved) LOI. In the event a Borrower satisfies all of the conditions of this Section 3 with respect to any Lease, Lender’s consent to such Lease shall not be required.

Leasing Guidelines. Except as expressly permitted under this Agreement, (a) Borrower shall not enter into any Lease without the prior consent of space in the Improvements unless approved or deemed approved by Lender prior to execution (Lender, which consent shall not be unreasonably withheld, conditioned or delayed). Borrower’s standard form ; provided, however, such consent shall not be required in the case of tenant lease, and any revisions thereto, must have the prior written approval of Lender. Lender shall be “deemed” to have approved any Lease that: which satisfies all of the following conditions: (ai) such Lease is on the standard in writing and in a form lease approved by Lender with no deviations except other than for completion of relevant information such as approved by Lender Tenant name and demised area and such revisions that, taking into consideration the then-current market conditions, do not have a material adverse effect on the value of the Property; (subject to modifications to address customary lease modifications ii) such Lease provides for a term of not less than [_____] years and, exclusive of any extension options, not greater than [______] years; (iii) such Lease encompasses a demised area, individually and in aggregate for each Tenant and its Affiliates, of not less than [______] net rentable square feet and not greater than [______] net rentable square feet; (iv) such Lease requires a capital expenditure on Borrower’s behalf including, but not limited to, Tenant improvements and leasing commissions, of not greater than _____ dollars ($__.00) per net rentable square foot; (v) such Lease provides for abated or free rent not greater than _____ months for each year in the marketplaceinitial term of such Lease; and (vi) such Lease provides for a minimum average gross rent over the Lease term (inclusive of early termination rights and exclusive of any extension rights) of _______ dollars ($______); a per net rentable square foot for full service with base year expense stop. Borrower shall not, without the prior consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed, modify, amend, extend, waive or grant consents or approvals under any Lease or any guaranty thereof, unless (bi) the foregoing is entered into done at a time that no Event of Default shall have occurred and be continuing, (ii) the foregoing is done in the ordinary course of business with a bona fide unrelated third party tenant, and of Borrower, acting in good faith and exercising due diligence, has determined that the tenant is financially capable of performing its obligations under the Lease; (c) is received by Lender, together with any guaranty(ies) and financial information received by Borrower regarding the tenant and any guarantor(s), within fifteen (15) days after execution; (d) reflects an arm’s length transaction; (e) contains no option or right of first refusal to purchase all or any portion of the Property or any present or future interest therein; (f) requires the tenant to execute and deliver to Lender an estoppel certificate in form and substance reasonably acceptable to Lender within thirty (30) days after notice from Lender; and (g) does not cover in excess of twenty percent (20%) of the aggregate net rentable area of the Improvements or have a rental rate that is less than (i) $20.00 per square foot per year (on a triple net basis) for space on the first floor of the Improvements, (ii) $8.50 per square foot per year (on a triple net basis) for space on the second through fourth floor of the Improvements, and (iii) $14.00 per square foot per year (on a triple net basis) for space on the fifth floor of the Improvements and above. Borrower shall provide to Lender a correct and complete copy of each Lease, including any exhibits, and any guaranty(ies) thereof, prior to execution unless the Lease meets the foregoing requirements for “deemed” approval by Lender. Borrower shall pay all reasonable costs incurred by Lender in reviewing and approving Leases and any guaranties thereof, and also in negotiating subordination agreements and subordination, nondisturbance and attornment agreements with tenants, including reasonable attorneys’ fees and costs. For Leases that require Lender’s approval, Borrower shall provide Lender with a copy of the letter of intent (“LOI”) for each proposed Lease and, after giving effect to the extent availableforegoing, with financial information on the proposed tenant to aid Lender in determining whether it will consent thereto. A proposed LOI shall be deemed approved by Lender unless Lender disapproves such LOI in writing within five (5) Banking Days after such LOI is submitted to Lender for approval. Upon approval (or deemed approval) of the LOI, no further approval will be required by Lender and Lender will have granted its consent to the Lease that results from the LOI so long as such Lease is on would not have required the Borrower’s standard form consent of tenant lease approved by Agent Lender pursuant to Section 3(a) hereof when entered into, (which lease form may be modified to address customary lease modifications in iv) the marketplace), and the business terms in the Lease are not materially different from the terms outlined in the approved (or deemed approved) LOI. In the event Borrower satisfies all of the conditions of this Section 3 with respect to any Lease, Lender’s consent to Tenant under such Lease shall not be requiredan Affiliate of Borrower and (v) there shall be no modification or waiver of any of the subordination, attornment or lender protection provisions of such Lease. Borrower shall not, without the prior consent of Lender, terminate, accept a surrender of or shorten the term of any Lease or any guaranty thereof unless it (i) is done at a time that no Event of Default shall have occurred and be continuing, (ii) is done in the ordinary course of business of Borrower and (iii) is done on account of a default by the Tenant under such Lease.

Leasing Guidelines. Except as expressly permitted under this Agreement, (a) Borrower shall not enter into any Lease without the prior consent of space in the Improvements unless approved or deemed approved by Lender prior to execution (Lender, which consent shall not be unreasonably withheld, conditioned or delayed). Borrower’s standard form ; provided, however, such consent shall not be required in the case of tenant lease, and any revisions thereto, must have the prior written approval of Lender. Lender shall be “deemed” to have approved any Lease that: which satisfies all of the following conditions: (ai) such Lease is on the standard in writing and in a form lease approved by Lender with no deviations except other than for completion of relevant information such as approved by Lender Tenant name and demised area and such revisions that, taking into consideration the then-current market conditions, do not have a material adverse effect on the value of the Property; (subject to modifications to address customary lease modifications ii) such Lease provides for a term of not less than [_____] years and, exclusive of any extension options, not greater than [______] years; (iii) such Lease encompasses a demised area, individually and in aggregate for each Tenant and its Affiliates, of not less than [______] net rentable square feet and not greater than [______] net rentable square feet; (iv) such Lease requires a capital expenditure on Borrower’s behalf including, but not limited to, Tenant improvements and leasing commissions, of not greater than _____ dollars ($__.00) per net rentable square foot; (v) such Lease provides for abated or free rent not greater than _____ months for each year in the marketplaceinitial term of such Lease; and (vi) such Lease provides for a minimum average gross rent over the Lease term (inclusive of early termination rights and exclusive of any extension rights) of _______ dollars ($______); a per net rentable square foot for full service with base year expense stop. (b) Borrower shall not, without the prior consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed, modify, amend, extend, waive or grant consents or approvals under any Lease or any guaranty thereof, unless (i) the foregoing is entered into done at a time that no Event of Default shall have occurred and be continuing, (ii) the foregoing is done in the ordinary course of business with a bona fide unrelated third party tenant, and of Borrower, acting in good faith (iii) after giving effect to the foregoing, such Lease would not have required the consent of Lender pursuant to Section 3(a) hereof when entered into, (iv) the Tenant under such Lease shall not be an Affiliate of Borrower and exercising due diligence(v) there shall be no modification or waiver of any of the subordination, has determined that attornment or lender protection provisions of such Lease. Borrower shall not, without the tenant is financially capable prior consent of performing its obligations under the Lease; (c) is received by Lender, together with terminate, accept a surrender of or shorten the term of any guaranty(ies) and financial information received by Borrower regarding the tenant and any guarantor(s), within fifteen (15) days after execution; (d) reflects an arm’s length transaction; (e) contains no option or right of first refusal to purchase all Lease or any portion of the Property or any present or future interest therein; (f) requires the tenant to execute and deliver to Lender an estoppel certificate in form and substance reasonably acceptable to Lender within thirty (30) days after notice from Lender; and (g) does not cover in excess of twenty percent (20%) of the aggregate net rentable area of the Improvements or have a rental rate that is less than guaranty thereof unless it (i) $20.00 per square foot per year (on is done at a triple net basis) for space on the first floor time that no Event of the ImprovementsDefault shall have occurred and be continuing, (ii) $8.50 per square foot per year (on a triple net basis) for space on is done in the second through fourth floor ordinary course of the Improvements, business of Borrower and (iii) $14.00 per square foot per year is done on account of a default by the Tenant under such Lease. (on a triple net basisc) for space on the fifth floor of the Improvements and above. If Borrower is required to obtain Lender’s consent under this Section 3, Borrower shall provide submit to Lender a correct and complete copy written request for approval of each such Lease, including or such renewal, modification or extension, which written request shall include: (i) the following in the reference line of the request in all capital, bolded, block letters: “LEASE APPROVAL; THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN TEN (10) BUSINESS DAYS OF RECEIPT.”; (ii) a summary of the economic terms of the proposed Lease, renewal, modification or extension (as applicable), any exhibitsnon-economic terms that may materially vary from the form lease approved by Lender or the existing Lease (as applicable), (iii) Borrower’s calculation of the Net Effective Base Rent under the proposed Lease, or the modified, renewed or extended Lease, as applicable, and any guaranty(ies(iv) thereof, prior to execution unless the Lease meets the foregoing requirements for “deemed” approval by Lender. Borrower shall pay all reasonable costs incurred by Lender in reviewing and approving Leases and any guaranties thereof, and also in negotiating subordination agreements and subordination, nondisturbance and attornment agreements with tenants, including reasonable attorneys’ fees and costs. For Leases that require Lender’s approval, Borrower shall provide Lender with a copy of the letter of intent (“LOI”) for each proposed Lease and, to the extent available, with financial information on the proposed tenant Tenant as Lender may reasonably require (to aid the extent reasonably available to Borrower). Lender in determining whether it will consent theretoshall provide written notice of its approval or disapproval of such request, which notice of disapproval shall include a reason for such disapproval, within ten (10) Business Days of receipt of such request and required information. A proposed LOI shall be deemed approved by Lender unless Lender disapproves such LOI In the event Xxxxxx fails to respond in writing to such request within such ten (10) Business Day time period, then Borrower may send to Lender a second (2nd) notice requesting consent, which notice shall include the following in the reference line of the request in all capital, bolded, block letters: “LEASE APPROVAL; THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.” Xxxxxx’s failure to respond to such second request within five (5) Banking Business Days after of receipt of the request shall constitute a deemed approval of such LOI is request on the terms submitted to Lender for approval. Upon approval (or deemed approval) of the LOI, no further approval will be required by Lender and Lender will have granted its consent to the Lease that results from the LOI so long as such Lease is on the Borrower’s standard form of tenant lease approved by Agent (which lease form may be modified to address customary lease modifications in the marketplace), and the business terms in the Lease are not materially different from the terms outlined in the approved (or deemed approved) LOI. In the event Borrower satisfies all of the conditions For purposes of this Section 3 provision, “Net Effective Base Rent” shall mean, with respect to any Lease, Lender’s consent (1) the sum of (a) the total of all base rent to be paid by a Tenant under its Lease during the initial lease term (including all early termination rights and excluding any extension options), plus (b) any termination payments and required unreimbursed tenant improvement and leasing commission payments and relocation costs to be paid by such Lease shall Tenant, minus (c) the total of all costs to be incurred by Borrower to secure such Lease, including but not be required.limited to, tenant improvements, leasing commissions, free rent and relocation costs, divided by (2) the number of years in the initial lease term (including all early termination rights and excluding any extension options), divided by (3) the net rentable square footage of the Lease.]52

Leasing Guidelines. Except as expressly permitted under this Agreement, (a) Borrower shall not enter into any Lease without the prior consent of space in the Improvements unless approved or deemed approved by Lender prior to execution (Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed). ; provided, however, such consent shall not be required in the case of any Lease which satisfies all of the following conditions: (i) such Lease is in writing and in a form approved by Administrative Agent other than for completion of relevant information such as Tenant name and demised area and such revisions that, taking into consideration the then-current market conditions, do not have a material adverse effect on the value of the Property; (ii) such Lease provides for a term of not less than [_____] years and, exclusive of any extension options, not greater than [______] years; (iii) such Lease encompasses a demised area, individually and in aggregate for each Tenant and its Affiliates, of not less than [______] net rentable square feet and not greater than [______] net rentable square feet; (iv) such Lease requires a capital expenditure on Borrower’s standard form behalf including, but not limited to, Tenant improvements and leasing commissions, of tenant lease, and any revisions thereto, must have the prior written approval of Lender. Lender shall be “deemed” to have approved any not greater than _____ dollars ($__.00) per net rentable square foot; (v) such Lease that: (a) is on the standard form lease approved by Lender with no deviations except as approved by Lender (subject to modifications to address customary lease modifications provides for abated or free rent not greater than _____ months for each year in the marketplaceinitial term of such Lease; and (vi) such Lease provides for a minimum average gross rent over the Lease term (inclusive of early termination rights and exclusive of any extension rights) of _______ dollars ($______); a per net rentable square foot for full service with base year expense stop. (b) Borrower shall not, without the prior consent of Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed, modify, amend, extend, waive or grant consents or approvals under any Lease or any guaranty thereof, unless (i) the foregoing is entered into done at a time that no Event of Default shall have occurred and be continuing, (ii) the foregoing is done in the ordinary course of business with a bona fide unrelated third party tenant, and of Borrower, acting in good faith (iii) after giving effect to the foregoing, such Lease would not have required the consent of Administrative Agent pursuant to Section 3(a) hereof when entered into, (iv) the Tenant under such Lease shall not be an Affiliate of Borrower and exercising due diligence(v) there shall be no modification or waiver of any of the subordination, has determined that attornment or lender protection provisions of such Lease. Borrower shall not, without the tenant is financially capable prior consent of performing its obligations under Administrative Agent, terminate, accept a surrender of or shorten the Lease; (c) is received by Lender, together with term of any guaranty(ies) and financial information received by Borrower regarding the tenant and any guarantor(s), within fifteen (15) days after execution; (d) reflects an arm’s length transaction; (e) contains no option or right of first refusal to purchase all Lease or any portion of the Property or any present or future interest therein; (f) requires the tenant to execute and deliver to Lender an estoppel certificate in form and substance reasonably acceptable to Lender within thirty (30) days after notice from Lender; and (g) does not cover in excess of twenty percent (20%) of the aggregate net rentable area of the Improvements or have a rental rate that is less than guaranty thereof unless it (i) $20.00 per square foot per year (on is done at a triple net basis) for space on the first floor time that no Event of the ImprovementsDefault shall have occurred and be continuing, (ii) $8.50 per square foot per year (on a triple net basis) for space on is done in the second through fourth floor ordinary course of the Improvements, business of Borrower and (iii) $14.00 per square foot per year is done on account of a default by the Tenant under such Lease. (on a triple net basisc) for space on the fifth floor of the Improvements and above. If Borrower shall provide is required to Lender a correct and complete copy of each Lease, including any exhibits, and any guaranty(ies) thereof, prior to execution unless the Lease meets the foregoing requirements for “deemed” approval by Lender. Borrower shall pay all reasonable costs incurred by Lender in reviewing and approving Leases and any guaranties thereof, and also in negotiating subordination agreements and subordination, nondisturbance and attornment agreements with tenants, including reasonable attorneys’ fees and costs. For Leases that require Lenderobtain Administrative Agent’s approvalconsent under this Section 3, Borrower shall provide Lender with submit to Administrative Agent a copy written request for approval of such Lease, or such renewal, modification or extension, which written request shall include: (i) the following in the reference line of the letter request in all capital, bolded, block letters: “LEASE APPROVAL; THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN TEN (10) BUSINESS DAYS OF RECEIPT.”; (ii) a summary of intent the economic terms of the proposed Lease, renewal, modification or extension (“LOI”as applicable), any non-economic terms that may materially vary from the form lease approved by Administrative Agent or the existing Lease (as applicable), (iii) for each Borrower’s calculation of the Net Effective Base Rent under the proposed Lease andLease, to or the extent availablemodified, with renewed or extended Lease, as applicable, and (iv) financial information on the proposed tenant Tenant as Administrative Agent may reasonably require (to aid Lender in determining whether it will consent theretothe extent reasonably available to Borrower). A proposed LOI Administrative Agent shall be deemed approved by Lender unless Lender disapproves provide written notice of its approval or disapproval of such LOI request, which notice of disapproval shall include a reason for such disapproval, within ten (10) Business Days of receipt of such request and required information. In the event Administrative Agent fails to respond in writing to such request within such ten (10) Business Day time period, then Borrower may send to Administrative Agent a second (2nd) notice requesting consent, which notice shall include the following in the reference line of the request in all capital, bolded, block letters: “LEASE APPROVAL; THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.” Administrative Agent’s failure to respond to such second request within five (5) Banking Business Days after of receipt of the request shall constitute a deemed approval of such LOI is request on the terms submitted to Lender Administrative Agent for approval. Upon approval (or deemed approval) of the LOI, no further approval will be required by Lender and Lender will have granted its consent to the Lease that results from the LOI so long as such Lease is on the Borrower’s standard form of tenant lease approved by Agent (which lease form may be modified to address customary lease modifications in the marketplace), and the business terms in the Lease are not materially different from the terms outlined in the approved (or deemed approved) LOI. In the event Borrower satisfies all of the conditions For purposes of this Section 3 provision, “Net Effective Base Rent” shall mean, with respect to any Lease, Lender’s consent (1) the sum of (a) the total of all base rent to be paid by a Tenant under its Lease during the initial lease term (including all early termination rights and excluding any extension options), plus (b) any termination payments and required unreimbursed tenant improvement and leasing commission payments and relocation costs to be paid by such Lease shall Tenant, minus (c) the total of all costs to be incurred by Borrower to secure such Lease, including but not be required.limited to, tenant improvements, leasing commissions, free rent and relocation costs, divided by (2) the number of years in the initial lease term (including all early termination rights and excluding any extension options), divided by (3) the net rentable square footage of the Lease.]59 [for multifamily projects, substitute the below for Section 3 above:

Leasing Guidelines. Except as expressly permitted under this Agreement, no Borrower shall not enter into any Lease of space in the Improvements of such Borrower unless approved or deemed approved by Lender prior to execution (which consent shall not be unreasonably withheld, conditioned or delayed). Each Borrower’s standard form of tenant lease, and any revisions thereto, must have the prior written approval of Lender. Lender shall be “deemed” to have approved any Lease that: (a) is on the standard form lease approved by Lender with no deviations except as approved by Lender (subject to modifications to address customary lease modifications in the marketplace); (b) is entered into in the ordinary course of business with a bona fide unrelated third party tenant, and the applicable Borrower, acting in good faith and exercising due diligence, has determined that the tenant is financially capable of performing its obligations under the Lease; (c) is received by Lender, together with any guaranty(ies) and financial information received by the applicable Borrower regarding the tenant and any guarantor(s), within fifteen (15) days after execution; (d) reflects an arm’s length transaction; (e) contains no option or right of first refusal to purchase all or any portion of the any Property or any present or future interest therein; (f) requires the tenant to execute and deliver to Lender an estoppel certificate in form and substance reasonably acceptable to Lender within thirty (30) days after notice from Lender; and (g) does not cover in excess of twenty twenty-five percent (2025%) of the aggregate net rentable area of the applicable Improvements or have a rental rate that is less than (i) $20.00 26.50 per square foot per year (on a triple net full service basis) for space on with respect to the first floor of the ImprovementsPreston Commons Property, (ii) $8.50 25.65 per square foot per year (on a triple net full service basis) for space on with respect to the second through fourth floor of the ImprovementsSterling Plaza Property, and or (iii) $14.00 30.60 per square foot per year (on a triple net full service basis) for with respect to the office space on at the fifth floor of the Improvements and aboveOne Washingtonian Property. Borrower Borrowers shall provide to Lender a correct and complete copy of each Lease, including any exhibits, and any guaranty(ies) thereof, prior to execution unless the Lease meets the foregoing requirements for “deemed” approval by Lender. Borrower Borrowers shall pay all reasonable costs incurred by Lender in reviewing and approving Leases and any guaranties thereof, and also in negotiating subordination agreements and subordination, nondisturbance and attornment agreements with tenants, including reasonable attorneys’ fees and costs. For Leases that require Lender’s approval, Borrower Borrowers shall provide Lender with a copy of the letter of intent (“LOI”) for each proposed Lease and, to the extent available, with financial information on the proposed tenant to aid Lender in determining whether it will consent thereto. A proposed LOI shall be deemed approved by Lender unless Lender disapproves such LOI in writing within five (5) Banking Days after such LOI is submitted to Lender for approval. Upon approval (or deemed approval) of the LOI, no further approval will be required by Lender and Lender will have granted its consent to the Lease that results from the LOI so long as such Lease is on the applicable Borrower’s standard form of tenant lease approved by Agent Lender (which lease form may be modified to address customary lease modifications in the marketplace), and the business terms in the Lease are not materially different from the terms outlined in the approved (or deemed approved) LOI. In the event a Borrower satisfies all of the conditions of this Section 3 with respect to any Lease, Lender’s consent to such Lease shall not be required.

Leasing Guidelines. Except as expressly permitted under this Agreement, no Borrower shall not enter into any Lease of space in the Improvements of such Borrower unless approved or deemed approved by Lender prior to execution (which consent shall not be unreasonably withheld, conditioned or delayed). Each Borrower’s standard form of tenant lease, and any revisions thereto, must have the prior written approval of Lender. Lender shall be “deemed” to have approved any Lease that: (a) is on the standard form lease approved by Lender with no deviations except as approved by Lender (subject to modifications to address customary lease modifications in the marketplace); (b) is entered into in the ordinary course of business with a bona fide unrelated third party tenant, and the applicable Borrower, acting in good faith and exercising due diligence, has determined that the tenant is financially capable of performing its obligations under the Lease; (c) is received by Lender, together with any guaranty(ies) and financial information received by the applicable Borrower regarding the tenant and any guarantor(s), within fifteen (15) days after execution; (d) reflects an arm’s length transaction; (e) contains no option or right of first refusal to purchase all or any portion of the any Property or any present or future interest therein; (f) requires the tenant to execute and deliver to Lender an estoppel certificate in form and substance reasonably acceptable to Lender within thirty (30) days after notice from Lender; and (g) does not cover in excess of twenty twenty-five percent (2025%) of the aggregate net rentable area of the applicable Improvements or have a rental rate that is less than (i) $20.00 16.00 per square foot per year (on a triple net full service gross basis) for with respect to the office space on at the first floor of the ImprovementsNorthridge Property, (ii) $8.50 16.00 per square foot per year (on a triple net full service gross basis) for with respect to the office space on at the second through fourth floor of the ImprovementsPowers Ferry Property, and (iii) $21.50 per square foot per year (on a full service gross S4-1 basis) with respect to the West Loop Property, (iv) $14.00 per square foot per year (on a triple net basis) for with respect to the office space at the Great Hills Property, (v) $14.50 per square foot per year (on the fifth floor a triple net basis) with respect to all of the Improvements office space at the Park Centre Property except for the interior first floor space (no window space) at Park Centre Buildings 1 and above3, which shall have a rental rate that is less than $8.00 per square foot per year (on a triple net basis) , or (vi) $15.00 per square foot per year (on a triple net basis) with respect to the office space at the Westech 360 Property. Borrower Borrowers shall provide to Lender a correct and complete copy of each Lease, including any exhibits, and any guaranty(ies) thereof, prior to execution unless the Lease meets the foregoing requirements for “deemed” approval by Lender. Borrower Borrowers shall pay all reasonable costs incurred by Lender in reviewing and approving Leases and any guaranties thereof, and also in negotiating subordination agreements and subordination, nondisturbance and attornment agreements with tenants, including reasonable attorneys’ fees and costs. For Leases that require Lender’s approval, Borrower Borrowers shall provide Lender with a copy of the letter of intent (“LOI”) for each proposed Lease and, to the extent available, with financial information on the proposed tenant to aid Lender in determining whether it will consent thereto. A proposed LOI shall be deemed approved by Lender unless Lender disapproves such LOI in writing within five (5) Banking Days after such LOI is submitted to Lender for approval. Upon approval (or deemed approval) of the LOI, no further approval will be required by Lender and Lender will have granted its consent to the Lease that results from the LOI so long as such Lease is on the applicable Borrower’s standard form of tenant lease approved by Agent Lender (which lease form may be modified to address customary lease modifications in the marketplace), and the business terms in the Lease are not materially different from the terms outlined in the approved (or deemed approved) LOI. In the event a Borrower satisfies all of the conditions of this Section 3 with respect to any Lease, Lender’s consent to such Lease shall not be required.

Leasing Guidelines. Except as expressly permitted under this Agreement, Borrower shall not enter into any Lease of space in the Improvements unless approved or deemed approved by Lender Administrative Agent prior to execution (which consent shall not be unreasonably withheld, conditioned or delayed). Borrower’s standard form of tenant lease, and any revisions thereto, must have the prior written approval of LenderAdministrative Agent, not to be unreasonably withheld, conditioned ore delayed. Lender Administrative Agent shall be “deemed” to have approved any Lease that: (a) is on the standard form lease approved by Lender Administrative Agent with no deviations except as approved by Lender Administrative Agent (subject to modifications to address customary lease modifications in the marketplace); (b) is entered into in the ordinary course of business with a bona fide unrelated third party tenant, and Borrower, acting in good faith and exercising due diligence, has determined that the tenant is financially capable of performing its obligations under the Lease; (c) is received by LenderAdministrative Agent, together with any guaranty(ies) and financial information received by Borrower regarding the tenant and any guarantor(s), within fifteen (15) days after execution; (d) reflects an arm’s length transaction; (e) contains no option or right of first refusal to purchase all or any portion of the Property or any present or future interest therein; (f) requires the tenant to execute and deliver to Lender Administrative Agent an estoppel certificate in form and substance reasonably acceptable to Lender Administrative Agent within thirty (30) days after notice from LenderAdministrative Agent; and (g) does not cover in excess of twenty twenty-five percent (2025%) of the aggregate net rentable area of the Improvements or have a rental rate that is less than (i) $20.00 36.50 per square foot per year (annum on a triple net full service gross basis) for space on the first floor of the Improvements, (ii) $8.50 per square foot per year (on a triple net basis) for space on the second through fourth floor of the Improvements, and (iii) $14.00 per square foot per year (on a triple net basis) for space on the fifth floor of the Improvements and above. Borrower shall provide to Lender Administrative Agent a correct and complete copy of each Lease, including any exhibits, and any guaranty(ies) thereof, prior to execution unless the Lease meets the foregoing requirements for “deemed” approval by LenderAdministrative Agent. Borrower shall pay all reasonable costs incurred by Lender Administrative Agent in reviewing and approving Leases and any guaranties thereof, and also in negotiating subordination agreements and subordination, nondisturbance and attornment agreements with tenants, including reasonable attorneys’ fees and costs. Borrower shall provide to Administrative Agent a correct and complete copy of each Lease, including any exhibits, and any guaranty(ies) thereof, prior to execution unless the Lease meets the foregoing requirements for “deemed” approval by Administrative Agent. Borrowers shall pay all reasonable costs incurred by Administrative Agent in reviewing and approving Leases and any guaranties thereof, and also in negotiating subordination agreements and subordination, nondisturbance and attornment agreements with tenants, including reasonable attorneys’ fees and costs. For Leases that require LenderAdministrative Agent’s approval, Borrower shall provide Lender Administrative Agent with a copy of the letter of intent (“LOI”) for each proposed Lease and, to the extent available, with financial information on the proposed tenant to aid Lender Administrative Agent in determining whether it will consent thereto. A proposed LOI shall be deemed approved by Lender Administrative Agent unless Lender Administrative Agent disapproves such LOI in writing within five (5) Banking Business Days after such LOI is submitted to Lender Administrative Agent for approval. Upon approval (or deemed approval) of the LOI, no further approval will be required by Lender Administrative Agent and Lender Administrative Agent will have granted its consent to the Lease that results from the LOI so long as such Lease is on the Borrower’s standard form of tenant lease approved by Administrative Agent (which lease form may be modified to address customary lease modifications in the marketplace), and the business terms in the Lease are not materially different from the terms outlined in the approved (or deemed approved) LOI. In the event Borrower satisfies all of the conditions of this Section 3 with respect to any Lease, LenderAdministrative Agent’s consent to such Lease (or any amendment or modification thereof) shall not be required.

Leasing Guidelines. Except as expressly permitted under this Agreement, Borrower shall not enter into any Lease of space in the Improvements unless approved or deemed approved by Lender prior to execution (which consent shall not be unreasonably withheld, conditioned or delayed)execution. Borrower’s standard form of tenant lease, and any revisions thereto, must have the prior written approval of Lender. Lender shall be “deemed” to have approved any Lease that: (a) is on the standard form lease approved by Lender with no material deviations except as approved by Lender (subject to modifications to address customary lease modifications in the marketplace)Lender; (b) is entered into in the ordinary course of business with a bona fide unrelated third party tenant, and Borrower, acting in good faith and exercising due diligence, has determined that the tenant is financially capable of performing its obligations under the Lease; (c) is received by Lender, together with any guaranty(ies) and financial information received by Borrower regarding the tenant and any guarantor(s), within fifteen (15) days after execution; (d) reflects an arm’s length transactiontransaction at then-current market rate for comparable space; (e) contains no option or right of first refusal to purchase all or any portion of the Property or any present or future interest therein; (f) requires the tenant to execute and deliver to Lender an estoppel certificate in form and substance reasonably acceptable to Lender within thirty ten (3010) days after notice from Lender; and (g) does not cover in excess of twenty twenty-five percent (2025%) of the aggregate net rentable area of the Improvements or have a rental rate that is less than (i) $20.00 per square foot per year (on a triple net basis) for space on the first floor of the Improvements, (ii) $8.50 per square foot per year (on a triple net basis) for space on the second through fourth floor of the Improvements, and (iii) $14.00 per square foot per year (on a triple net basis) for space on the fifth floor of the Improvements and above. Borrower shall provide to Lender a correct and complete copy of each Lease, including any exhibits, and any guaranty(ies) thereof, prior to execution unless the Lease meets the foregoing requirements for “deemed” approval by Lender. Borrower shall pay all reasonable costs incurred by Lender in reviewing and approving Leases and any guaranties thereof, and also in negotiating subordination agreements and subordination, nondisturbance and attornment agreements with tenants, including reasonable attorneys’ fees and costs. For Leases that require Lender’s approval, Borrower shall provide Lender with a copy of the letter of intent (“LOI”) for each proposed Lease and, to the extent available, with financial information on the proposed tenant to aid Lender in determining whether it will consent thereto. A proposed LOI shall be deemed approved by Lender unless Lender disapproves such LOI in writing within five (5) Banking Days after such LOI is submitted to Lender for approval. Upon approval (or deemed approval) of the LOI, no further approval will be required by Lender and Lender will have granted its consent to the Lease that results from the LOI so long as such Lease is on the Borrower’s standard form of tenant lease approved by Agent (which lease form may be modified to address customary lease modifications in the marketplace), and the business terms in the Lease are not materially different from the terms outlined in the approved (or deemed approved) LOI. In the event Borrower satisfies all of the conditions of this Section 3 with respect to any Lease, Lender’s consent to such Lease shall not be required.

Leasing Guidelines. Except as expressly permitted under this Agreement, Borrower shall not enter into any Lease of space in the Improvements unless approved or deemed approved by Lender Administrative Agent prior to execution (which consent shall not be unreasonably withheld, conditioned or delayed). Borrower’s standard form of tenant lease, and any revisions thereto, must have the prior written approval of LenderAdministrative Agent. Lender Administrative Agent shall be “deemed” to have approved any Lease that: (a) is on the standard form lease approved by Lender Administrative Agent with no deviations except as approved by Lender Administrative Agent (subject to modifications to address customary lease modifications in the marketplace); (b) is entered into in the ordinary course of business with a bona fide unrelated third party tenant, and Borrower, acting in good faith and exercising due diligence, has determined that the tenant is financially capable of performing its obligations under the Lease; (c) is received by LenderAdministrative Agent, together with any guaranty(ies) and financial information received by Borrower regarding the tenant and any guarantor(s), within fifteen (15) days after execution; (d) reflects an arm’s length transaction; (e) contains no option or right of first refusal to purchase all or any portion of the Property or any present or future interest therein; (f) requires the tenant to execute and deliver to Lender Administrative Agent an estoppel certificate in form and substance reasonably acceptable to Lender Administrative Agent within thirty (30) days after notice from LenderAdministrative Agent; and (g) does not cover in excess of twenty twenty-five percent (2025%) of the aggregate net rentable area of the Improvements or have a rental rate that is less than than, (i) with respect to floors one through four, $20.00 48 per square foot per year (on a full service gross basis), (ii) with respect to floors five through twelve, $51 per square foot per year (on a full service gross basis), and (iii) with respect to retail space, $30 per square foot per year (on a triple net basis) for space on the first floor of the Improvements, (ii) $8.50 per square foot per year (on a triple net basis) for space on the second through fourth floor of the Improvements, and (iii) $14.00 per square foot per year (on a triple net basis) for space on the fifth floor of the Improvements and above). Borrower shall provide to Lender Administrative Agent a correct and complete copy of each Lease, including any exhibits, and any guaranty(ies) thereof, prior to execution unless the Lease meets the foregoing requirements for “deemed” approval by LenderAdministrative Agent. Borrower shall pay all reasonable costs incurred by Lender Administrative Agent in reviewing and approving Leases and any guaranties thereof, and also in negotiating subordination agreements and subordination, nondisturbance and attornment agreements with tenants, including reasonable attorneys’ fees and costs. For Leases that require LenderAdministrative Agent’s approval, Borrower shall provide Lender Administrative Agent with a copy of the letter of intent (“LOI”) for each proposed Lease and, to the extent available, with financial information on the proposed tenant to aid Lender Administrative Agent in determining whether it will consent thereto. A proposed LOI shall be deemed approved by Lender Administrative Agent unless Lender Administrative Agent disapproves such LOI in writing within five (5) Banking Business Days after such LOI is submitted to Lender Administrative Agent for approval. Upon approval (or deemed approval) of the LOI, no further approval will be required by Lender Administrative Agent and Lender Administrative Agent will have granted its consent to the Lease that results from the LOI so long as such Lease is on the Borrower’s standard form of tenant lease approved by Administrative Agent (which lease form may be modified to address customary lease modifications in the marketplace), and the business terms in the Lease are not materially different from the terms outlined in the approved (or deemed approved) LOI. In the event Borrower satisfies all of the conditions of this Section 3 with respect to any Lease, LenderAdministrative Agent’s consent to such Lease shall not be required.

Leasing Guidelines. Except as expressly permitted under this Agreement, no Borrower shall not enter into any Lease of space in the Improvements of such Borrower unless approved or deemed approved by Lender Administrative Agent (and, to the extent required below, Required Lenders) prior to execution (which consent shall not be unreasonably withheld, conditioned or delayed). Each Borrower’s standard form of tenant lease, and any revisions thereto, must have the prior written approval of LenderAdministrative Agent, not to be unreasonably withheld, conditioned or delayed. Lender Administrative Agent and Required Lenders shall be “deemed” to have approved any Lease that: (a) is on the standard form lease approved by Lender Administrative Agent with no deviations except as approved by Lender Administrative Agent (subject to modifications to address customary lease modifications in the marketplace); (b) is entered into in the ordinary course of business with a bona fide unrelated third party tenant, and the applicable Borrower, acting in good faith and exercising due diligence, has determined that the tenant is financially capable of performing its obligations under the Lease; (c) is received by LenderAdministrative Agent, together with any guaranty(ies) and financial information received by the applicable Borrower regarding the tenant and any guarantor(s), within fifteen (15) days after execution; (d) reflects an arm’s length transaction; (e) contains no option or right of first refusal to purchase all or any portion of the any Property or any present or future interest therein; (f) requires the tenant to execute and deliver to Lender Administrative Agent an estoppel certificate in form and substance reasonably acceptable to Lender Administrative Agent within thirty (30) days after notice from LenderAdministrative Agent; and (g) does not cover in excess of ten percent (10%) of the aggregate net rentable area of the applicable Improvements or have a rental rate that is less than as set forth below: RBC Plaza Property Floors 3-11: $17.00/SF (NNN)* Floors 12-22: $18.00/SF (NNN) Floors 23-40: $19.00/SF (NNN) Retail Space: $32.00/SF (NNN) Legacy Town Center Property Tower 1: $27.00/SF (NNN) Tower 2: $26.00/SF (NNN) Tower 3: $26.00/SF (NNN) Preston Commons Property Bank Tower: $25.00/SF (NNN) East/West Bldg: $27.50/SF (NNN) Retail: $36.00/SF (NNN) Sterling Plaza Property Floors 1-10: $27.00/SF (NNN) Floors 11-19: $27.50/SF (NNN) Ten Almaden Property $47.50/SF (Full Service Gross) Towers at Emeryville Property Office: $50.00/SF (Full Service Gross) Café: $6.00/SF (Gross) *NNN means “Net-Net-Net” Any Lease that covers in excess of ten percent (10%) of the aggregate net rentable area of the applicable Improvements shall require the prior written approval of Administrative Agent, and any Lease that covers in excess of twenty percent (20%) of the aggregate net rentable area of the applicable Improvements or have a rental rate that is less than (i) $20.00 per square foot per year (on a triple net basis) for space on shall require the first floor prior written approval of the Improvements, (ii) $8.50 per square foot per year (on a triple net basis) for space on the second through fourth floor of the Improvements, and (iii) $14.00 per square foot per year (on a triple net basis) for space on the fifth floor of the Improvements and aboveRequired Lenders. Borrower Borrowers shall provide to Lender Administrative Agent (who will then provide copies to all Lenders if and when the consent of the Required Lenders is required pursuant to the terms hereof, if at all) a correct and complete copy of each Lease, including any exhibits, and any guaranty(ies) thereof, prior to execution unless the Lease meets the foregoing requirements for “deemed” approval by LenderAdministrative Agent (and, if applicable, by the Required Lenders). Borrower Borrowers shall pay all reasonable costs incurred by Lender Administrative Agent in reviewing and approving Leases and any guaranties thereof, and also in negotiating subordination agreements and subordination, nondisturbance and attornment agreements with tenants, including reasonable attorneys’ fees and costs. For Leases that require LenderAdministrative Agent’s approvalapproval (and, Borrower if applicable, the approval of the Required Lenders), Borrowers shall provide Lender Administrative Agent (who will then provide copies to all Lenders if and when the consent of the Required Lenders is required pursuant to the terms hereof, if at all) with a copy of the letter of intent (“LOI”) for each proposed Lease and, to the extent available, with financial information on the proposed tenant to aid Lender Administrative Agent (and, if applicable, the Required Lenders) in determining whether it will consent thereto. A proposed LOI shall be deemed approved by Lender Administrative Agent (and, if applicable, by the Required Lenders) unless Lender Administrative Agent (and, if applicable, the Required Lenders) disapproves such LOI in writing within five (5) Banking Business Days after such LOI is submitted to Lender Administrative Agent for approval. Upon approval (or deemed approval) of the LOI, no further approval will be required by Lender Administrative Agent (and, if applicable, by the Required Lenders) and Lender Administrative Agent (and, if applicable, the Required Lenders) will have granted its consent to the Lease that results from the LOI so long as such Lease is on the applicable Borrower’s standard form of tenant lease approved by Administrative Agent (which lease form may be modified to address customary lease modifications in the marketplace), and the business terms in the Lease are not materially different from the terms outlined in the approved (or deemed approved) LOI. In the event a Borrower satisfies all of the conditions of this Section 3 with respect to any Lease, LenderAdministrative Agent’s (and/or the Required Lenders’, if applicable) consent to such Lease shall not be required.

Leasing Guidelines. Except as expressly permitted under this Agreement, (a) Borrower shall not enter into any Lease without the prior consent of space in the Improvements unless approved or deemed approved by Lender prior to execution (Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed). ; provided, however, such consent shall not be required in the case of any Lease which satisfies all of the following conditions: (i) such Lease is in writing and in a form approved by Administrative Agent other than for completion of relevant information such as Tenant name and demised area and such revisions that, taking into consideration the then-current market conditions, do not have a material adverse effect on the value of the Property; (ii) such Lease provides for a term of not less than [_____] years and, exclusive of any extension options, not greater than [______] years; (iii) such Lease encompasses a demised area, individually and in aggregate for each Tenant and its Affiliates, of not less than [______] net rentable square feet and not greater than [______] net rentable square feet; (iv) such Lease requires a capital expenditure on Borrower’s standard form behalf including, but not limited to, Tenant improvements and leasing commissions, of tenant lease, and any revisions thereto, must have the prior written approval of Lender. Lender shall be “deemed” to have approved any not greater than _____ dollars ($__.00) per net rentable square foot; (v) such Lease that: (a) is on the standard form lease approved by Lender with no deviations except as approved by Lender (subject to modifications to address customary lease modifications provides for abated or free rent not greater than _____ months for each year in the marketplaceinitial term of such Lease; and (vi) such Lease provides for a minimum average gross rent over the Lease term (inclusive of early termination rights and exclusive of any extension rights) of _______ dollars ($______); a per net rentable square foot for full service with base year expense stop. (b) Borrower shall not, without the prior consent of Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed, modify, amend, extend, waive or grant consents or approvals under any Lease or any guaranty thereof, unless (i) the foregoing is entered into done at a time that no Event of Default shall have occurred and be continuing, (ii) the foregoing is done in the ordinary course of business with a bona fide unrelated third party tenant, and of Borrower, acting in good faith (iii) after giving effect to the foregoing, such Lease would not have required the consent of Administrative Agent pursuant to Section 3(a) hereof when entered into, (iv) the Tenant under such Lease shall not be an Affiliate of Borrower and exercising due diligence(v) there shall be no modification or waiver of any of the subordination, has determined that attornment or lender protection provisions of such Lease. Borrower shall not, without the tenant is financially capable prior consent of performing its obligations under Administrative Agent, terminate, accept a surrender of or shorten the Lease; (c) is received by Lender, together with term of any guaranty(ies) and financial information received by Borrower regarding the tenant and any guarantor(s), within fifteen (15) days after execution; (d) reflects an arm’s length transaction; (e) contains no option or right of first refusal to purchase all Lease or any portion of the Property or any present or future interest therein; (f) requires the tenant to execute and deliver to Lender an estoppel certificate in form and substance reasonably acceptable to Lender within thirty (30) days after notice from Lender; and (g) does not cover in excess of twenty percent (20%) of the aggregate net rentable area of the Improvements or have a rental rate that is less than guaranty thereof unless it (i) $20.00 per square foot per year (on is done at a triple net basis) for space on the first floor time that no Event of the ImprovementsDefault shall have occurred and be continuing, (ii) $8.50 per square foot per year (on a triple net basis) for space on is done in the second through fourth floor ordinary course of the Improvements, business of Borrower and (iii) $14.00 per square foot per year is done on account of a default by the Tenant under such Lease. (on a triple net basisc) for space on the fifth floor of the Improvements and above. If Borrower shall provide is required to Lender a correct and complete copy of each Lease, including any exhibits, and any guaranty(ies) thereof, prior to execution unless the Lease meets the foregoing requirements for “deemed” approval by Lender. Borrower shall pay all reasonable costs incurred by Lender in reviewing and approving Leases and any guaranties thereof, and also in negotiating subordination agreements and subordination, nondisturbance and attornment agreements with tenants, including reasonable attorneys’ fees and costs. For Leases that require Lenderobtain Administrative Agent’s approvalconsent under this Section 3, Borrower shall provide Lender with submit to Administrative Agent a copy written request for approval of such Lease, or such renewal, modification or extension, which written request shall include: (i) the following in the reference line of the letter request in all capital, bolded, block letters: “LEASE APPROVAL; THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN TEN (10) BUSINESS DAYS OF RECEIPT.”; (ii) a summary of intent the economic terms of the proposed Lease, renewal, modification or extension (“LOI”as applicable), any non-economic terms that may materially vary from the form lease approved by Administrative Agent or the existing Lease (as applicable), (iii) for each Borrower’s calculation of the Net Effective Base Rent under the proposed Lease andLease, to or the extent availablemodified, with renewed or extended Lease, as applicable, and (iv) financial information on the proposed tenant Tenant as Administrative Agent may reasonably require (to aid Lender in determining whether it will consent theretothe extent reasonably available to Borrower). A proposed LOI Administrative Agent shall be deemed approved by Lender unless Lender disapproves provide written notice of its approval or disapproval of such LOI request, which notice of disapproval shall include a reason for such disapproval, within ten (10) Business Days of receipt of such request and required information. In the event Administrative Agent fails to respond in writing to such request within such ten (10) Business Day time period, then Borrower may send to Administrative Agent a second (2nd) notice requesting consent, which notice shall include the following in the reference line of the request in all capital, bolded, block letters: “LEASE APPROVAL; THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.” Administrative Agent’s failure to respond to such second request within five (5) Banking Business Days after of receipt of the request shall constitute a deemed approval of such LOI is request on the terms submitted to Lender Administrative Agent for approval. Upon approval (or deemed approval) of the LOI, no further approval will be required by Lender and Lender will have granted its consent to the Lease that results from the LOI so long as such Lease is on the Borrower’s standard form of tenant lease approved by Agent (which lease form may be modified to address customary lease modifications in the marketplace), and the business terms in the Lease are not materially different from the terms outlined in the approved (or deemed approved) LOI. In the event Borrower satisfies all of the conditions For purposes of this Section 3 provision, “Net Effective Base Rent” shall mean, with respect to any Lease, Lender’s consent (1) the sum of (a) the total of all base rent to be paid by a Tenant under its Lease during the initial lease term (including all early termination rights and excluding any extension options), plus (b) any termination payments and required unreimbursed tenant improvement and leasing commission payments and relocation costs to be paid by such Lease shall Tenant, minus (c) the total of all costs to be incurred by Borrower to secure such Lease, including but not be required.limited to, tenant improvements, leasing commissions, free rent and relocation costs, divided by (2) the number of years in the initial lease term (including all early termination rights and excluding any extension options), divided by (3) the net rentable square footage of the Lease.]32

Leasing Guidelines. Except as expressly permitted under this Agreement, Borrower shall not enter into any Lease lease of tenant space in the Improvements covering more than 20,000 square feet unless approved or deemed approved by Lender prior to execution (which consent shall not be unreasonably withheld, conditioned or delayed)execution. Borrower’s standard form of tenant lease, and any revisions thereto, must have the prior written approval of Lender. Lender shall be “deemed” to have approved any Lease, except any Lease of more than 80,000 square feet (which are not subject to being “deemed” approved), that: (a) is on the standard form lease approved by Lender with no material deviations except as approved by Lender (subject to modifications to address customary lease modifications in the marketplace)Lender; (b) is entered into in the ordinary course of business with a bona fide unrelated third party tenant, and Borrower, acting in good faith and exercising due diligence, has determined that the tenant is financially capable of performing its obligations under the Lease; (c) is received by Lender, together with any guaranty(ies) and financial information received by Borrower regarding the tenant and any guarantor(s), within fifteen (15) days after execution; (d) reflects an arm’s arms’ length transactiontransaction at then-current market rate for comparable space; (e) contains no option or right of first refusal to purchase all or any portion of the Property or any present or future interest therein; (f) requires the tenant to execute and deliver to Lender an estoppel certificate in form and substance reasonably acceptable to Lender within thirty (30) days after notice from Lender; and (g) does not cover in excess the case of twenty percent (20%) of the aggregate net rentable area of the Improvements or have a those premises identified on Exhibit A to this Schedule 4, provides for an effective rental rate that is no less than (i) $20.00 per square foot per year (applicable rate specified on a triple net basis) for space on the first floor of the Improvements, (ii) $8.50 per square foot per year (on a triple net basis) for space on the second through fourth floor of the Improvements, and (iii) $14.00 per square foot per year (on a triple net basis) for space on the fifth floor of the Improvements and above. said Exhibit A. Borrower shall provide to Lender a correct and complete copy of each Lease, including any exhibits, and any guaranty(ies) thereof, prior to execution unless the Lease meets the foregoing requirements for “deemed” approval by Lender. Borrower shall pay all reasonable costs incurred by Lender in reviewing and approving Leases and any guaranties thereof, and also in negotiating subordination agreements and subordination, nondisturbance and attornment agreements with tenants, including reasonable attorneys’ fees and costs. For Leases that require Lender’s approval, Borrower Lender shall provide Lender with a copy use commercially reasonable efforts to respond to any request for approval within ten (10) Banking Days after receipt of such request. Notwithstanding anything to the letter of intent (“LOI”) for each proposed Lease andcontrary in this Schedule 4, to the extent available, with financial information on the proposed tenant to aid Lender in determining whether it will consent thereto. A proposed LOI shall be deemed approved by Lender unless Lender disapproves such LOI in writing within five (5) Banking Days after such LOI is submitted to Lender for approval. Upon has approval (or deemed approval) of the LOI, no further approval will be required by Lender and Lender will have granted its consent to the Lease that results from the LOI so long as such Lease is on the Borrower’s standard form of tenant lease approved by Agent (which lease form may be modified to address customary lease modifications in the marketplace), and the business terms in the Lease are not materially different from the terms outlined in the approved (or deemed approved) LOI. In the event Borrower satisfies all of the conditions of this Section 3 rights with respect to any Leaselease or revisions thereto, Lender’s consent Lender shall be deemed to approve any terms of such lease or revisions thereto which the Borrower believes, upon the advice of counsel, are reasonably necessary to ensure that the Rents received pursuant to such Lease shall not be requiredlease qualify as “rents from real property” within the meaning of Section 856(d) of the Code.