Common use of Leasing Restrictions Clause in Contracts

Leasing Restrictions. Without the prior written consent of Lender, Borrower shall not (i) enter into any lease for any residential unit at the Project on a lease form other than the form of lease previously approved by Lender, (ii) materially modify such approved lease form, (iii) enter into any residential leases on terms substantially less favorable to Borrower than the then-current market terms, (iv) accept any rental payment more than 30 days in advance of its due date, (v) enter into any residential leases for a term of more than one year, (vi) enter into any non-residential leases other than a customary laundry lease for the Project reasonably acceptable to Lender, subject to a subordination, non-disturbance and attornment agreement acceptable to Lender in form and substance, (vii) modify, amend or terminate any non-residential Lease, except in the event of an uncured default by a tenant that would entitle Borrower, as landlord, to terminate such Lease, or (viii) enter into any ground lease of the Project. Borrower shall provide Lender not less than 10 Business Days to review any proposed non-residential leases, any proposed material modifications of, or material amendments to, a Lease, and any proposed change to the lease form for the leasing of residential units. All Leases must contain an automatic attornment provision whereby in the event of a foreclosure, the tenant automatically shall recognize the successor owner as landlord and such tenant shall have no right to terminate its Lease in the event of such foreclosure. If Borrower enters into any new non-residential lease or any modification or renewal of any existing non-residential Lease, at Lender’s request, Borrower shall cause the Tenant thereunder to execute a subordination and attornment agreement in form and substance satisfactory to Lender. Borrower shall provide Lender with a copy of the fully executed original of all non-residential Leases promptly following their execution.

Leasing Restrictions. Without The Borrower will give notice to the Agent of any proposed new Lease at the Project for the lease of space therein and shall provide to the Agent a copy of the proposed Lease, or any proposed Lease modification or amendment, and any and all agreements or documents related thereto, current financial information for the proposed tenant and any guarantor of the proposed Lease and such other information as the Agent may reasonably request. The Borrower will not lease all or any portion of the Project or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or grant any concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any now existing or future Lease without the prior written consent of Lenderthe Agent not to be unreasonably withheld, conditioned or delayed; provided, however, that without the prior written approval of Agent, the Borrower shall not may (i) enter into an Approved Lease; provided further, however, that without the prior written approval of Agent, the Borrower may amend, supplement or otherwise modify any lease for any residential unit at Lease so long as such modifications (x) do not negatively impact the Project on a lease form other than economic terms of the form of lease previously approved by Lender, (ii) materially modify such approved lease form, (iii) enter into any residential leases on terms substantially less favorable to Borrower than the then-current market terms, (iv) accept any rental payment more than 30 days in advance of its due date, (v) enter into any residential leases for a term of more than one year, (vi) enter into any non-residential leases other than a customary laundry lease for the Project reasonably acceptable to Lender, subject to a subordination, non-disturbance and attornment agreement acceptable to Lender in form and substance, (vii) modify, amend or terminate any non-residential Lease, except in the event of an uncured default by a tenant that would entitle Borrower, as landlord, to terminate such Lease, or (viiiy) impose any additional obligations on Borrower under the Lease. Notwithstanding anything in this Agreement to the contrary, Borrower may enter into any ground lease Leases that do not meet part (iv) of the Projectcriteria of an Approved Lease without the prior written approval of Agent provided that such Leases are consistent with sound leasing and management practices for similar properties, and such Leases do not in the aggregate involve more than 3.64 megawatts of critical load power. If Borrower submits to Agent a written request for approval with respect to a proposed Lease and Agent fails to approve or disapprove any such action within ten (10) days after Agent receives from Borrower such request together with a copy of the final version of such proposed Lease, such action shall be deemed approved, provided that Agent will only be deemed to have given such approval if, and only if, such request includes all of the supporting documentation reasonably necessary for Agent to make a decision regarding such request, as determined by Agent, and includes the following in all capital, bolded, block letters on the first page thereof: “THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN TEN (10) DAYS OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.” Borrower shall provide Lender not less than 10 Business Days to review any proposed non-residential leases, any proposed material modifications of, or material amendments to, a Lease, and any proposed change to the lease form for the leasing of residential units. All Leases must contain an automatic attornment provision whereby in the event of a foreclosure, the tenant automatically shall recognize the successor owner as landlord and such tenant shall have no right to terminate its Lease in the event of such foreclosure. If Borrower enters into any new non-residential lease or any modification or renewal of any existing non-residential Lease, at Lender’s request, Borrower shall cause the Tenant thereunder to execute a subordination and attornment agreement in form and substance satisfactory to Lender. Borrower shall provide Lender Agent with a copy of the fully executed original of all non-residential Leases promptly following their execution. At Agent’s request, Borrower shall cause all Tenants to execute Subordination, Non-Disturbance and Attornment Agreements reasonably satisfactory to Agent. Agent reserves the right to subordinate the Mortgage to any Lease. At Borrower’s request, Agent shall execute Subordination, Non-Disturbance and Attornment Agreements reasonably satisfactory to Agent.

Leasing Restrictions. Without (i) Borrower shall not enter into any Leases pertaining to the Project without Lender's prior written consent of Lender, Borrower shall not (i) enter into any lease for any residential unit at the Project on a lease form other than the form of lease previously approved by Lender, (ii) materially modify such approved lease form, (iii) enter into any residential leases on terms substantially less favorable to Borrower than the then-current market terms, (iv) accept any rental payment more than 30 days in advance of its due date, (v) enter into any residential leases for a term of more than one year, (vi) enter into any non-residential leases other than a customary laundry lease for the Project reasonably acceptable to Lender, subject to a subordination, non-disturbance and attornment agreement acceptable to Lender in form and substance, (vii) modify, amend or terminate any non-residential Lease, except in the event of an uncured default by a tenant that would entitle Borrower, as landlord, to terminate such Lease, or (viii) enter into any ground lease of the Project. Borrower shall provide Lender not less than 10 Business Days to review any proposed non-residential leases, any proposed material modifications of, or material amendments to, a Lease, and any proposed change to the lease form for the leasing of residential units. All Leases must contain an automatic attornment provision whereby in the event of a foreclosure, the tenant automatically shall recognize the successor owner as landlord and such tenant shall have no right to terminate its Lease in the event of such foreclosure. If Borrower enters into any new non-residential lease or any modification or renewal of any existing non-residential Lease, at Lender’s request, Borrower shall cause the Tenant thereunder to execute a subordination and attornment agreement in form and substance satisfactory to Lendersole discretion. Borrower shall provide Lender with a copy of any proposed Lease no less than ten (10) Business Days prior to the fully executed original proposed execution date of all such Lease. Lender's approval of any Lease for the Commercial Space shall be predicated upon, among other things: (a) current tenant financial information in sufficient detail to assess the experience and credit worthiness of the proposed tenant, (b) credit worthiness of the proposed tenant, (c) form and content of the Lease, including, among other things, the proposed tenant's obligation to provide, at least annually, its financial information to Borrower, (d) the proposed tenant's agreement to enter into an acceptable subordination, non-residential Leases promptly following their executiondisturbance and attornment agreement, and (e) a minimum (7) seven year term, without any right to cancel prior to five (5) years; provided, however, Lender shall approve a five (5) year Lease term, but the tenant improvement funding permitted for such Lease shall be reduced proportionately. Except as otherwise consented to by Lender, each Lease must provide for a minimum annual triple net rent per Rentable Square Foot as specified in Exhibit Q at all times throughout the term of the related Lease, and, for purposes of calculating such rent, the total value of free rent, non- standard lease concessions and tenant improvements in excess of the budgeted amount will be amortized at a per annum rate of ten percent (10%) over the full term of the Lease, including any free rent period. The resulting amount will be deducted from the lowest stated rent at any point in the term of the Lease, and that figure must be equal to or greater than the applicable minimum rent as specified in Exhibit Q. Furthermore, Borrower will in no event offer more than six (6) months of free rent, tenant improvements in excess of twenty percent (20%) more than the budgeted amount, or other non-standard concessions unacceptable to the Lender. Each Lease must otherwise satisfy the applicable requirements set forth on Exhibit Q (including, without limitation, the amount of leasing commissions that may be paid to Borrower's representative and the Tenant's representative), unless Lender otherwise consents in writing, which consent may be granted or withheld in Lender's sole discretion.

Leasing Restrictions. Without the prior written consent of Lender, Borrower shall not permit Owner or Master Tenant to (i) enter into any lease for any residential unit at the Project on a lease form other than the form of lease previously approved by Lender, (ii) materially modify such approved lease form, (iii) enter into any residential leases on terms substantially less favorable to Borrower than the then-current market terms, (iv) accept any rental payment more than 30 days in advance of its due date, (v) enter into any residential leases for a term of more than one year, (vi) enter into any non-residential leases other than a customary laundry lease for Leases, (ii) modify the Project reasonably acceptable to form of Lease previously approved by Lender, subject to a subordination, non-disturbance and attornment agreement acceptable to Lender in form and substance, (viiiii) modify, amend or terminate any non-residential Lease, except (iv) accept any rental payment in the event advance of an uncured default by a tenant that would entitle Borrower, as landlord, to terminate such Lease, its due date or (viiiv) enter into any ground lease of any Project; provided, however, that clauses (i) and (ii) of this Section 4.1(a) shall not apply to subleases of space at a Project for use as a beauty salon, barbershop, commissary, concessions or other services in the Projectordinary course of business which can be terminated by Owner or Master Tenant on 30 days' notice without extra fee or penalty and are for a maximum of 500 square feet ("SERVICES SUBLEASES"). Borrower shall provide cause Lender not less than 10 Business Days to review any proposed be provided with a copy of all non-residential leasesLeases, any proposed material modifications ofother than Services Subleases, no less than ten (10) days prior to execution of such Leases by Owner or material amendments to, a LeaseMaster Tenant, and any proposed change to such Leases shall be on the form of lease previously approved by Lender (if such form for the leasing of residential units. All Leases must lease does not already contain such a provision, Borrower shall cause an automatic attornment provision to be added to such form lease whereby in the event of a foreclosure, the tenant automatically shall recognize the successor owner as landlord and such tenant shall have no right to terminate its Lease lease in the event of such foreclosure). If Borrower enters into Lender consents to any new non-residential lease Lease or any the modification or renewal of any existing non-residential LeaseLease (or if Owner or Master Tenant enters into or modifies a non-residential Lease that does not require Lender's prior consent thereto), at Lender’s 's request, Borrower shall or shall cause Owner or Master Tenant to cause the Tenant thereunder to execute a subordination and attornment agreement in form and substance satisfactory to Lender. Borrower shall and shall cause Owner or Master Tenant to provide Lender with a copy of the fully executed original of all non-residential Leases Leases, other than Services Subleases, promptly following their execution. Borrower will not permit Master Tenant or Owner to enter into any residential Leases for a term of more than one (1) year and all such residential Leases shall be at market rates on the form previously approved by Lender without material modification. Upon request from time to time, Borrower shall deliver to Lender copies of all Services Subleases.

Leasing Restrictions. Without the prior written consent of Lender, (i) Borrower shall not (i) enter into any lease for any residential unit at Leases pertaining to the Project on a lease form other than the form of lease previously approved by Lender, (ii) materially modify such approved lease form, (iii) enter into any residential leases on terms substantially less favorable to Borrower than the then-current market terms, (iv) accept any rental payment more than 30 days in advance of its due date, (v) enter into any residential leases for a term of more than one year, (vi) enter into any non-residential leases other than a customary laundry lease for the Project reasonably acceptable to Lender, subject to a subordination, non-disturbance and attornment agreement acceptable to Lender in form and substance, (vii) modify, amend or terminate any non-residential Lease, except in the event of an uncured default by a tenant that would entitle Borrower, as landlord, to terminate such Lease, or (viii) enter into any ground lease of the Project. Borrower shall provide Lender not less than 10 Business Days to review any proposed non-residential leases, any proposed material modifications of, or material amendments to, a Lease, and any proposed change to the lease form for the leasing of residential units. All Leases must contain an automatic attornment provision whereby in the event of a foreclosure, the tenant automatically shall recognize the successor owner as landlord and such tenant shall have no right to terminate its Lease in the event of such foreclosure. If Borrower enters into any new non-residential lease or any modification or renewal of any existing non-residential Lease, at without Lender’s request, Borrower shall cause the Tenant thereunder to execute a subordination and attornment agreement prior written approval in form and substance satisfactory to Lenderits sole discretion. Borrower shall provide Lender with a copy of any proposed Lease no less than ten (10) days prior to the fully executed original proposed execution date of all such Lease. Lender’s approval of any Lease for the Commercial Space shall be predicated upon, among other things: (A) current tenant financial information in sufficient detail to assess the experience and credit worthiness of the tenant, (B) credit worthiness of tenant, (C) form and content of the Lease, including, among other things, tenant’s obligation to provide, at least annually, its financial information to Borrower, (D) tenant’s agreement to enter into an acceptable subordination, non-residential Leases promptly following their executiondisturbance and attornment agreement, and (E) a minimum (7) seven year term, without any right to cancel prior to five (5) years; provided, however, Lender shall approve a five (5) year Lease term, but the tenant improvement funding permitted for such Lease shall be reduced proportionately. Except as otherwise approved by Lender, each Lease must provide for a minimum triple net rent of $35 per Rentable Square Foot at all times throughout the term of the Loan, and, for purposes of calculating such rent, the total value of free rent, non-standard lease concessions and tenant improvements in excess of the budgeted amount will be amortized at a per annum rate of ten percent (10%) over the full term of the Lease, including any free rent period. The resulting amount will be deducted from the lowest stated rent at any point in the term of the Lease, and that figure must be equal to or greater than the minimum rent noted above. Furthermore, Borrower will in no event offer more than six (6) months of free rent, tenant improvements in excess of twenty percent (20%) more than the budgeted amount, or other non-standard concessions unacceptable to the Lender.

Leasing Restrictions. Without the prior written consent of Lender, Borrower shall not and shall not permit Master Tenant to (i) enter into any lease for any residential unit at the Project on a lease form other than the form of lease previously approved by Lender, (ii) materially modify such approved lease form, (iii) enter into any residential leases on terms substantially less favorable to Borrower than the then-current market terms, (iv) accept any rental payment more than 30 days in advance of its due date, (v) enter into any residential leases for a term of more than one year, (vi) enter into any non-residential leases other than a customary laundry lease for Leases, (ii) modify the Project reasonably acceptable to form of Lease previously approved by Lender, subject to a subordination, non-disturbance and attornment agreement acceptable to Lender in form and substance, (viiiii) modify, amend or terminate any non-residential Lease, except (iv) accept any rental payment in the event advance of an uncured default by a tenant that would entitle Borrower, as landlord, to terminate such Lease, its due date or (viiiv) enter into any ground lease of any Project; provided, however, that clauses (i) and (ii) of this Section 4.1(a) shall not apply to subleases of space at a Project for use as a beauty salon, barbershop, commissary, concessions or other services in the Projectordinary course of business which can be terminated by Borrower or Master Tenant on 30 days' notice without extra fee or penalty and are for a maximum of 500 square feet ("SERVICES SUBLEASES"). Borrower shall provide Lender not less than 10 Business Days to review any proposed with a copy of all non-residential leasesLeases, any proposed material modifications ofother than Services Subleases, no less than ten (10) days prior to execution of such Leases by Borrower or material amendments to, a LeaseMaster Tenant, and any proposed change to such Leases shall be on the form of lease previously approved by Lender (if such form for the leasing of residential units. All Leases must lease does not already contain such a provision, Borrower and Master Tenant shall add an automatic attornment provision to such form lease whereby in the event of a foreclosure, the tenant automatically shall recognize the successor owner as landlord and such tenant shall have no right to terminate its Lease lease in the event of such foreclosure). If Borrower enters into Lender consents to any new non-residential lease Lease or any the modification or renewal of any existing non-residential LeaseLease (or if Borrower or Master Tenant enters into or modifies a non-residential Lease that does not require Lender's prior consent thereto), at Lender’s 's request, Borrower shall or shall cause Master Tenant to cause the Tenant thereunder to execute a subordination and attornment agreement in form and substance satisfactory to Lender. Borrower shall and shall cause Master Tenant to provide Lender with a copy of the fully executed original of all non-residential Leases Leases, other than Services Subleases, promptly following their execution. Borrower will not enter into, and will not permit Master Tenant to enter into, any residential Leases for a term of more than one (1) year and all such residential Leases shall be at market rates on the form previously approved by Lender without material modification. Upon request from time to time, Borrower shall deliver to Lender copies of all Services Subleases.

Leasing Restrictions. Without the prior written consent of Lender, Borrower Borrowers shall not (i) enter into any lease for any residential unit at the Project on a lease form other than leases, (ii) modify the form of lease previously approved by Lender, (ii) materially modify such approved lease form, (iii) enter into modify, amend or terminate any residential leases on terms substantially less favorable to Borrower than the then-current market termsLease, (iv) accept any rental payment more than 30 days in advance of its due date, date or (v) enter into any residential leases for a term of more than one year, (vi) enter into any non-residential leases other than a customary laundry lease for the Project reasonably acceptable to Lender, subject to a subordination, non-disturbance and attornment agreement acceptable to Lender in form and substance, (vii) modify, amend or terminate any non-residential Lease, except in the event of an uncured default by a tenant that would entitle Borrower, as landlord, to terminate such Lease, or (viii) enter into any ground lease of the Project. Borrower Borrowers shall provide Lender not less than 10 Business Days to review any proposed non-residential leases, any proposed material modifications of, or material amendments to, a Lease, leases and any proposed change modifications or amendments to the lease form for the leasing of residential unitsany Lease. All Leases must contain an automatic attornment provision whereby in the event of a foreclosure, the tenant automatically shall recognize the successor owner as landlord and such tenant shall have no right to terminate its Lease in the event of such foreclosure. If Borrower enters Borrowers enter into any new non-residential lease Lease or any modification or renewal of any existing non-residential Lease, at Lender’s request, Borrower Borrowers shall cause the Tenant thereunder to execute a subordination subordination, non-disturbance and attornment agreement in form and substance reasonably satisfactory to Lender. Borrower Borrowers shall provide Lender with a copy of the fully executed original of all non-residential Leases promptly following their execution. Within 10 Business Days after written request from Borrower, Lender shall execute and deliver a subordination, non-disturbance and attornment agreement substantially in the form reasonably approved by Lender (with such modifications thereto requested by the tenant as may be reasonably acceptable to Lender) to any tenant under any Lease and shall negotiate in good faith the terms of such subordination, non-disturbance and attornment agreements with proposed tenants under proposed Leases (or existing tenants under proposed extensions or renewals of existing Leases). Notwithstanding the foregoing, so long as no Event of Default exists Borrowers may, without Lender’s prior written consent, enter into any Lease for 10,000 net rentable square feet of space or less in any Project so long as: (A) such Lease is on the form previously approved by Lender without material modifications; (B) the term of such Lease is at least five (5) years; (C) the rent for such Lease is not less than 95% of the market rent and the rent for any renewal option is not less than 95% of the market rent at the time of renewal; (D) the tenant improvement costs and leasing commissions relating to such Lease to be paid by Borrowers are “market” and otherwise comparable to improvements and commissions for other tenants engaged in a similar business; and (E) the aggregate rentable square feet leased pursuant to all Leases entered into without Lender’s consent pursuant to this sentence during the term of the Loan at any Project does not exceed, in the aggregate, 15% of the net rentable square feet at any such Project. If Lender fails to approve or disapprove any matter for which Borrowers have requested consent or approval pursuant to this Section 4.1(a) within seven (7) Business Days after Lender’s receipt of Borrowers’ written request therefor, Borrowers shall send a second written request for consent to Lender which the first page thereof states, in bold type and all capital letters: “YOUR FAILURE TO RESPOND TO THIS SECOND REQUEST WITHIN FIVE (5) BUSINESS DAYS OF YOUR RECEIPT HEREOF SHALL BE DEEMED, PURSUANT TO THE TERMS OF THE LOAN AGREEMENT BETWEEN YOU AND THE UNDERSIGNED, TO BE YOUR GRANTING OF CONSENT FOR THE MATTER FOR WHICH CONSENT WAS REQUESTED.” Lender’s failure to respond to such second request within such five (5) Business Day period shall be deemed Lender’s approval of the matter for which approval was requested pursuant to this Section 4.1.(a).

Leasing Restrictions. Without Not, without the prior express written consent of LenderAdministrative Agent, Borrower shall not to be unreasonably withheld, conditioned or delayed, (i) enter into any lease for any residential unit at the Project on a lease form other than the form of lease previously approved by LenderMajor Leases, (ii) materially modify such the form of a Major Lease previously approved by Administrative Agent (other than modifications to address customary lease formmodifications in the existing local market for similar properties that do not otherwise require Administrative Agent’s consent hereunder), (iii) enter into modify, amend or terminate any residential leases on terms substantially less favorable to Borrower than the then-current market termsMajor Lease modify any Lease that will result in such Lease constituting a Major Lease, (iv) accept any rental payment more than 30 thirty (30) days in advance of its due date, date or (v) enter into any residential leases for a term of more than one year, (vi) enter into any non-residential leases other than a customary laundry lease for the Project reasonably acceptable to Lender, subject to a subordination, non-disturbance and attornment agreement acceptable to Lender in form and substance, (vii) modify, amend or terminate any non-residential Lease, except in the event of an uncured default by a tenant that would entitle Borrower, as landlord, to terminate such Lease, or (viii) enter into any ground lease of all or a substantial portion of the ProjectPremises. Any lease termination payments (i) in excess of $250,000 or (ii) during a Cash Sweep Period, shall be delivered to Administrative Agent (with any lease termination payments to be deposited into the Clearing Account and applied in accordance with the terms of this Agreement), on behalf of the Lenders, to be held as additional collateral for the Loan. Provided no Event of Default has occurred and is continuing, Borrower shall provide Lender not less than 10 Business Days be permitted to review request disbursements of any proposed non-residential leases, any proposed material modifications of, or material amendments to, lease termination payments then being held by Administrative Agent to pay tenant improvement costs and leasing commission in connection with securing a Lease, and any proposed change to the lease form replacement tenant for the leasing of residential unitsapplicable space. All Leases must contain an automatic attornment provision whereby in the event of upon a foreclosure, the tenant automatically shall recognize the successor owner as landlord and such tenant shall have no right to terminate its Lease in the event of upon such foreclosure. If Borrower enters into any new non-residential lease Lease or any modification or renewal of any existing non-residential Lease, at LenderAdministrative Agent’s request, Borrower shall cause the Tenant tenant thereunder to execute a subordination and attornment agreement in form and substance satisfactory to LenderAdministrative Agent unless such lease contains attornment provisions reasonably acceptable to Administrative Agent. Borrower shall provide Lender Administrative Agent with a copy copies of the fully executed original of all non-residential Leases promptly following their execution. Notwithstanding the foregoing, so long as no Event of Default exists, Borrower may, without Administrative Agent’s prior written consent, enter into any Lease that is not a Major Lease so long as: (A) such Lease is on the form previously approved by Administrative Agent (subject to modifications to address customary lease modifications in the existing local market for similar properties that do not otherwise require Administrative Agent’s consent hereunder); (B) the tenant improvement costs relating to such Lease to be paid by Borrower are comparable to improvements made for other tenants engaged in a similar business; and (C) such Lease is not a “master lease” (i.e., a Lease which is entered into by Borrower, as landlord, with any Guarantor, any Affiliate of Borrower or any Guarantor, or Borrower itself, as tenant). Prior to seeking Administrative Agent’s consent to any proposed Major Lease, Borrower shall deliver to Administrative Agent (1) a term sheet for any such proposed Major Lease containing the applicable information reasonably approved by Borrower and Administrative Agent, (2) any reasonable information relating to the prospective tenant (to the extent such information is in Borrower’s possession and subject to Administrative Agent’s execution of a confidentiality agreement in form and substance reasonably acceptable to Administrative Agent, Borrower and the applicable prospective tenant) requested by Administrative Agent, including financial and credit information of prospective tenant; and an (3) executed letter of intent. To the extent Administrative Agent’s approval of a proposed Major Lease or termination, modification or amendment to a Major Lease is required under this Section and Administrative Agent fails to provide written notice of disapproval of such proposed Lease, together with reasonably detailed identification of the disapproved terms and corresponding alternative approved terms within five (5) Business Days after receipt of such notice, then Borrower shall submit a second written request for approval by first-class certified or registered United States mail, postage prepaid, return receipt requested, by nationally-recognized overnight courier, or by personal delivery, in all cases with charges prepaid, which second request shall contain (i) the following notice in bold-face capital letters in 14-point font or larger: “RESPONSE REQUIRED WITHIN TWO (2) BUSINESS DAYS OF RECEIPT. FAILURE TO DISAPPROVE THE SAME SHALL BE DEEMED APPROVAL IF NOT DISAPPROVED IN WRITING” and (ii) attach the initial request for approval. In the event that Administrative Agent fails to provide written notice of disapproval within two (2) Business Days of receipt of such second notice, together with reasonably detailed identification of the disapproved terms and corresponding alternative approved terms to such proposed Leases and any proposed modifications or amendments to any Lease, Administrative Agent’s approval and consent shall be deemed to have been granted. All Leases in excess of 50,000 square feet shall require approval of the Required Lenders and all requests for approval of proposed Leases in excess of 50,000 square feet shall be delivered simultaneously to Administrative Agent and the Lenders. Administrative Agent shall notify Borrower of the contact information for each Lender promptly upon Borrower request to facilitate obtaining such Lender’s approval. Notwithstanding the above, Borrower shall remit to Administrative Agent a copy of each new Lease together with any financial information received by Borrower with respect to such tenant.

Leasing Restrictions. Without the prior written consent of Lender, no Borrower shall not (i) enter into (or permit any lease for Project Lessee to enter into) any residential unit at Commercial Leases of the Project on a lease form other than the form of lease previously approved by Lenderor any portion thereof, (ii) materially modify such approved lease form, (iii) enter into any residential leases on terms substantially less favorable to Borrower than the then-current market terms, (iv) accept any rental payment more than 30 days in advance of its due date, (v) enter into any residential leases for a term of more than one year, (vi) enter into any non-residential leases other than a customary laundry lease for the Project reasonably acceptable to Lender, subject to a subordination, non-disturbance and attornment agreement acceptable to Lender in form and substance, (vii) modify, amend or terminate (or permit each Project Lessee to modify, amend or terminate) any non-residential Commercial Lease, except (iii) accept any rental payment on a Commercial Lease for more than one month in the event advance of an uncured default by a tenant that would entitle Borrower, as landlord, to terminate such Lease, its due date or (viiiiv) enter into any ground lease of the Project. Borrower Borrowers shall provide (or cause each Project Lessee to provide) Lender not with a copy of all Commercial Leases no less than 10 Business Days ten (10) days' prior to review any proposed non-residential leases, any proposed material modifications of, execution of such Commercial Leases and the effectiveness of each such Commercial Lease shall be subject to Lender's approval. Borrowers shall add (or material amendments to, a Lease, and any proposed change require each Project Lessee to the lease form for the leasing of residential units. All Leases must contain add) an automatic attornment provision to such Commercial Lease whereby in the event of a foreclosure, the tenant automatically shall recognize the successor owner as landlord and such tenant shall have no right to terminate its Commercial Lease in the event of such foreclosure). If Borrower enters into Lender consents to any new non-residential lease Commercial Lease or any the modification or renewal of any existing non-residential Lease, Commercial Lease at Lender’s 's request, Borrower Borrowers shall cause (or shall require each Project Lessee to cause) the Tenant thereunder to execute a subordination and attornment agreement in form and substance satisfactory to Lender. Borrower Borrowers shall provide Lender with a copy of the fully executed original of all non-residential Commercial Leases promptly following their execution.

Leasing Restrictions. Without the prior written consent of Lender, Borrower shall not (i) enter into any lease for any residential unit at the Project on a lease form other than the form of lease previously approved by Lender, (ii) materially modify such approved lease form, (iii) enter into any residential leases on terms substantially less favorable to Borrower than the then-current market terms, (iv) accept any rental payment more than 30 days in advance of its due date, (v) enter into any residential leases for a term of more than one year, (vi) enter into any non-residential leases other than a customary laundry lease for the Project reasonably acceptable to Lender, subject to a subordination, non-disturbance and attornment agreement acceptable to Lender in form and substance, (vii) modify, amend or terminate any non-residential Lease, except in the event of an uncured default by a tenant that would entitle Borrower, as landlord, to terminate such Lease, or (viii) enter into any ground lease of the Project. Borrower shall provide Lender not less than 10 Business Days to review any proposed non-residential leases, any proposed material modifications of, or material amendments to, a Lease, and any proposed change to the lease form for the leasing of residential units. All Leases must contain an automatic attornment provision whereby in the event of a foreclosure, the tenant automatically shall recognize the successor owner as landlord and such tenant shall have no right to terminate its Lease in the event of such foreclosure. If Borrower enters into any new non-residential lease or any modification or renewal of any existing non-residential Lease, at Lender’s 's request, Borrower shall cause the Tenant thereunder to execute a subordination and attornment agreement in form and substance satisfactory to Lender. Borrower shall provide Lender with a copy of the fully executed original of all non-residential Leases promptly following their execution.

Leasing Restrictions. Without (i) Borrower shall not enter into any Leases pertaining to the Project without Lender’s prior written consent of Lenderin its sole discretion; provided, Borrower however, Lender shall not (i) enter into any lease for any residential unit at the Project on a lease form other than the form of lease previously approved by Lender, (ii) materially modify be deemed to have consented to such approved lease form, (iii) enter into any residential leases on terms substantially less favorable to Borrower than the then-current market terms, (iv) accept any rental payment more than 30 days in advance of its due date, (v) enter into any residential leases for a term of more than one year, (vi) enter into any non-residential leases other than a customary laundry lease for the Project reasonably acceptable to Lender, subject to a subordination, non-disturbance and attornment agreement acceptable to Lease if Senior Lender in form and substance, (vii) modify, amend or terminate any non-residential Lease, except in the event of an uncured default by a tenant that would entitle Borrower, as landlord, to terminate such Lease, or (viii) enter into any ground lease of the Project. Borrower shall provide Lender not less than 10 Business Days to review any proposed non-residential leases, any proposed material modifications of, or material amendments to, a Lease, and any proposed change consents to the lease form for the leasing of residential units. All Leases must contain an automatic attornment provision whereby in the event of a foreclosure, the tenant automatically shall recognize the successor owner as landlord and such tenant shall have no right to terminate its Lease in the event of such foreclosure. If Borrower enters into any new non-residential lease or any modification or renewal of any existing non-residential Lease, at Lender’s request, Borrower shall cause the Tenant thereunder to execute a subordination and attornment agreement in form and substance satisfactory to Lender. Borrower shall provide Lender with a copy of any proposed Lease no less than ten (10) Business Days prior to the fully executed original proposed execution date of all such Lease. Lender’s approval of any Lease for the Commercial Space shall be predicated upon, among other things: (a) current tenant financial information in sufficient detail to assess the experience and credit worthiness of the proposed tenant, (b) credit worthiness of the proposed tenant, (c) form and content of the Lease, including, among other things, the proposed tenant’s obligation to provide, at least annually, its financial information to Borrower, (d) the proposed tenant’s agreement to enter into an acceptable subordination, non-residential Leases promptly following their executiondisturbance and attornment agreement, and (e) a minimum (7) seven year term, without any right to cancel prior to five (5) years; provided, however, Lender shall approve a five (5) year Lease term, but the tenant improvement funding permitted for such Lease shall be reduced proportionately. Except as otherwise consented to by Lender, each Lease must provide for a minimum annual triple net rent per Rentable Square Foot as specified in Exhibit Q at all times throughout the term of the related Lease, and, for purposes of calculating such rent, the total value of free rent, non-standard lease concessions and tenant improvements in excess of the budgeted amount will be amortized at a per annum rate of ten percent (10%) over the full term of the Lease, including any free rent period. The resulting amount will be deducted from the lowest stated rent at any point in the term of the Lease, and that figure must be equal to or greater than the applicable minimum rent as specified in Exhibit Q. Furthermore, Borrower will in no event offer more than six (6) months of free rent, tenant improvements in excess of twenty percent (20%) more than the budgeted amount, or other non-standard concessions unacceptable to the Lender. Each Lease must otherwise satisfy the applicable requirements set forth on Exhibit Q (including, without limitation, the amount of leasing commissions that may be paid to Borrower’s representative and the Tenant’s representative), unless Lender otherwise consents in writing, which consent may be granted or withheld in Lender’s sole discretion.

Leasing Restrictions. Without the prior written consent of Lender(a) With respect to any Lease with a Major Tenant (a “Major Tenant Lease”), Borrower shall not not, without first obtaining Lender’s prior written consent, (i) amend or modify, in any material respect (which shall be deemed to include any amendment or modification changing the rent payable by such Major Tenant, the space leased by such Major Tenant, the term of such Major Tenant Lease, reduce any payments or reimbursements by such Major Tenant, increase the payments, reimbursements or other obligations on the part of the landlord under such Major Tenant Lease or any other amendment or modification deemed material by Lender, in Lender’s discretion exercised in good faith), any Major Tenant Lease, (ii) extend or renew (except in accordance with mandatory actions by the lessor or options granted to and exercised by the Major Tenant without requiring the consent of the landlord under such Major Tenant Lease under the existing Major Tenant Lease provisions, if any) any Major Tenant Lease, (iii) terminate or accept the surrender of any Major Tenant Lease, (iv) enter into any lease for any residential unit at the Project on a lease form other than the form of lease previously approved by Lender, (ii) materially modify such approved lease form, (iii) enter into any residential leases on terms substantially less favorable to Borrower than the then-current market terms, (iv) accept any rental payment more than 30 days in advance of its due datenew Major Tenant Lease, (v) enter into any residential leases for consent to, or otherwise accept, an assignment of a term of more than one year, (vi) enter into any non-residential leases other than a customary laundry lease for the Project reasonably acceptable to Lender, subject to a subordination, non-disturbance and attornment agreement acceptable to Lender in form and substance, (vii) modify, amend or terminate any non-residential Major Tenant Lease, except which assignment would result in the event of an uncured default by a tenant that would entitle Borrower, as landlord, to terminate Major Tenant being relieved from any liability under such Major Tenant Lease, or (viiivi) enter into accept any ground lease (A) prepayment of the Project. Borrower shall provide Lender not less rent more than 10 Business Days to review any proposed non-residential leasesone (1) month in advance, any proposed material modifications of(B) termination fee, or material amendments to, a Lease, and any proposed change to the lease form for the leasing of residential units. All Leases must contain an automatic attornment provision whereby in the event of a foreclosure, the tenant automatically shall recognize the successor owner as landlord and such tenant shall have no right to terminate its Lease in the event of such foreclosure. If Borrower enters into any new non-residential lease or any modification or renewal of any existing non-residential Lease, at Lender’s request, Borrower shall cause the Tenant thereunder to execute a subordination and attornment agreement in form and substance satisfactory to Lender. Borrower shall provide Lender with a copy of the fully executed original of all non-residential Leases promptly following their execution(C) similar payment.