Common use of Standard Lease Form; Approval Rights Clause in Contracts

Standard Lease Form; Approval Rights. Except as provided below, all future leases and other rental arrangements shall in all respects be approved by Lender and shall be on a standard lease form provided to Lender with no material modifications (except as approved by Lender). Except as provided below, all retail and office leases and other rental arrangements shall in all respects be approved by Lender and shall be on a standard lease form approved by Lender with no material modifications (except as approved by Lender). Lender hereby approves of the Borrower’s current standard forms for self-storage leases and office/retail leases which have been provided to Lender. Retail and office lease forms shall provide that the tenant shall attorn to Lender, and that any cancellation, surrender, or amendment of such lease without the prior written consent of Lender shall be voidable by Lender. Borrower shall, and shall cause each Subsidiary to, hold, in trust, all tenant security deposits related to Borrower’s and such Subsidiary’s Project(s) in the manner required by the applicable leases and applicable law. Within ten (10) days after Lender’s request, Borrower shall furnish to Lender a statement of all tenant security deposits, copies of all retail and office leases not previously delivered to Lender and a current rent roll for each Project, each certified by Borrower as being true and correct. Notwithstanding anything contained in the Loan Documents, Lender’s approval shall not be required for future self-storage leases or self-storage lease extensions at a Project if there exists no Event of Default. Notwithstanding anything contained in the Loan Documents, Lender’s approval shall not be required for future retail or office leases or retail or office lease extensions at a Project if the following conditions are satisfied: (1) there exists no Potential Default or Event of Default; (2) the lease is on the standard lease form approved by Lender with no material modifications (except as approved by Lender, such approval not to be unreasonably withheld or delayed); (3) the lease does not conflict with any restrictive covenant affecting the Project or any other lease for space in the Project; and (4) the leased premises, when combined with all other space in the Project leased to the same tenant or any Affiliate thereof, are not greater than 5,000 rentable square feet, and the lease term is at least 36 months (but not more than 60 months).

Standard Lease Form; Approval Rights. Except as provided below, all future All leases and other rental arrangements shall in all respects be approved by Lender Administrative Agent and shall be on a standard lease form provided to Lender for the Office Component, approved by Administrative Agent with no material modifications (except as approved by LenderAdministrative Agent in writing). Except as provided below, all retail and office leases and other rental arrangements shall in all respects be approved by Lender and shall be on a standard Such lease form approved by Lender with no material modifications (except as approved by Lender). Lender hereby approves of the Borrower’s current standard forms for self-storage leases and office/retail leases which have been provided to Lender. Retail and office lease forms shall provide (a) that the lease is subordinate to the Mortgages, (b) that the tenant shall attorn to Lender, Administrative Agent (on behalf of the Lenders) following an Event of Default and (c) that any cancellation, surrender, or amendment of such lease without the prior written consent of Lender Administrative Agent shall be voidable by LenderAdministrative Agent. Borrower shall, and shall cause each Subsidiary to, hold, in trust, all tenant security deposits related in a segregated account, and, to Borrower’s and such Subsidiary’s Project(s) in the manner extent required by the applicable leases and applicable lawApplicable Law, shall not commingle any such funds with any other funds of Borrower. Within ten (10) days after LenderAdministrative Agent’s request, Borrower shall furnish to Lender Administrative Agent a statement of all tenant security deposits, and copies of all retail and office leases not previously delivered to Lender and a current rent roll for each ProjectAdministrative Agent, each certified by Borrower as being true and correct. Notwithstanding anything contained in the Loan Documents, LenderAdministrative Agent’s approval shall not be required for future self-storage leases or self-storage lease extensions at a Project if there exists no Event of Default. Notwithstanding anything contained in the Loan Documents, Lender’s approval shall not be required for future retail or office leases or retail or office lease extensions at a Project if the following conditions are satisfied: (1) there exists no Potential Default or Event of Default; (2) the lease is on the standard lease form approved by Lender Administrative Agent with no material modifications (except as approved by Lenderfor commercially reasonable changes agreed to in the ordinary course of Borrower’s business, such approval not but in any event there shall be no modifications to be unreasonably withheld or delayed)the subordination, attornement, estoppel and landlord liability clause without the prior written consent of Administrative Agent; (3) the lease does not conflict with any restrictive covenant affecting the Project or any other lease for space in the Project; and (4) the leased premises, when combined with all other space in lease is not a Major Lease; (5) the Project leased lease shall provide for rental rates and landlord concessions comparable to existing local market rates as shall be established pursuant to the same tenant or any Affiliate thereof, are not greater than 5,000 rentable square feet, and Leasing Guidelines; (6) the lease is with a third party not an Affiliate of Borrower, Sponsor or Guarantor; (7) the lease shall not contain any options for renewal or expansion by the tenant at rental rates which are below reasonable comparable market levels at the time the lease is executed; (8) the lease shall be to a tenant which Borrower, in its professional and commercially reasonable judgment, has determined is creditworthy and (9) the lease is for a term is at least 36 months (but of not more than 60 monthsten (10) years (exclusive of renewal options which, together with the initial lease term shall not exceed fifteen (15) years).

Standard Lease Form; Approval Rights. Except as provided below, all future All leases and other rental arrangements shall in all respects be approved by Lender Administrative Agent and shall be on a standard lease form provided form, to Lender the extent possible, using commercially reasonable efforts, for the Office Component, approved by Administrative Agent with no material modifications (except as approved by LenderAdministrative Agent in writing). Except as provided below, all retail and office leases and other rental arrangements shall in all respects be approved by Lender and shall be on a standard Such lease form approved by Lender with no material modifications (except as approved by Lender). Lender hereby approves of the Borrower’s current standard forms for self-storage leases and office/retail leases which have been provided to Lender. Retail and office lease forms shall provide (a) that the lease is subordinate to the Mortgage, (b) that the tenant shall attorn to Lender, Administrative Agent (on behalf of the Lenders) following an Event of Default and (c) that any cancellation, surrender, or amendment of such lease without the prior written consent of Lender Administrative Agent shall be voidable by LenderAdministrative Agent. Borrower shall, and shall cause each Subsidiary to, hold, in trust, all tenant security deposits related in a segregated account, and, to Borrower’s and such Subsidiary’s Project(s) in the manner extent required by the applicable leases and applicable law, shall not commingle any such funds with any other funds of Borrower. Within ten (10) days after LenderAdministrative Agent’s request, Borrower shall furnish to Lender Administrative Agent a statement of all tenant security deposits, and copies of all retail and office leases not previously delivered to Lender and a current rent roll for each ProjectAdministrative Agent, each certified by Borrower as being true and correct. Notwithstanding anything contained in the Loan Documents, LenderAdministrative Agent’s approval shall not be required for future self-storage leases or self-storage lease extensions at a Project if there exists no Event of Default. Notwithstanding anything contained in the Loan Documents, Lender’s approval shall not be required for future retail or office leases or retail or office lease extensions at a Project if the following conditions are satisfied: (1) there exists no Potential Default or Event of Default; (2) the lease is on the standard lease form approved by Lender Administrative Agent with no material modifications (except as approved by Lenderfor commercially reasonable changes agreed to in the ordinary course of Borrower’s business, such approval not but in any event there shall be no modifications to be unreasonably withheld or delayed)the subordination, attornment, estoppel and landlord liability clause without the prior written consent of Administrative Agent; (3) the lease does not conflict with any restrictive covenant affecting the Project or any other lease for space in the Project; and (4) the leased premises, when combined with all other space in lease is not a Major Lease; (5) the Project leased lease shall provide for rental rates and landlord concessions comparable to existing local market rates as shall be established pursuant to the same tenant or any Affiliate thereof, are not greater than 5,000 rentable square feet, and Leasing Guidelines; (6) the lease is with a third party not an Affiliate of Borrower, Sponsor or Guarantor; (7) the lease shall not contain any options for renewal or expansion by the tenant at rental rates which are below reasonable comparable market levels at the time the lease is executed; (8) the lease shall be to a tenant which Borrower, in its professional and commercially reasonable judgment, has determined is creditworthy and (9) the lease is for a term is at least 36 months (but of not more than 60 monthsten (10) years (exclusive of renewal options which, together with the initial lease term shall not exceed fifteen (15) years).

Standard Lease Form; Approval Rights. Except as provided below, all future leases All Leases and other rental arrangements entered into or otherwise amended or modified during the Term of the Loan shall in all respects be approved by Lender and shall be on a standard lease form provided to Lender with no material modifications (except as approved by Lender). Except as provided below, all retail and office leases and other rental arrangements shall in all respects be approved by Lender the Administrative Agent and shall be on a standard lease form approved by Lender the Administrative Agent with respect to each Project with no material modifications (except as approved by Lenderthe Administrative Agent). Lender hereby approves of the Borrower’s current standard forms for self-storage leases and office/retail leases which have been provided to Lender. Retail and office Such lease forms form shall provide that the tenant shall attorn to Lenderthe Administrative Agent (on behalf of the Lenders), and that any cancellation, surrender, or amendment of such lease Lease without the prior written consent of Lender the Administrative Agent shall be voidable by Lenderthe Administrative Agent. Borrower shallAdministrative Agent, upon request by Borrowers, will provide non-disturbance agreements in form and substance reasonably acceptable to Administrative Agent, to all tenants under leases hereafter entered into, within twenty (20) days after such request, provided Administrative Agent approves such Lease. The Borrowers shall cause each Subsidiary to, hold, hold in trust, all tenant security deposits related in a segregated account, and, to Borrower’s and such Subsidiary’s Project(s) in the manner extent required by applicable law or any Lease, shall not commingle any such funds with any other funds of the applicable leases and applicable lawBorrowers. Within ten (10) days after Lender’s the Administrative Agent's request, Borrower the Borrowers shall furnish to Lender the Administrative Agent a statement of all tenant security deposits, and copies of all retail and office leases Leases not previously delivered to Lender and a current rent roll for each Projectthe Administrative Agent, each certified by Borrower the Borrowers as being true and correct. Notwithstanding anything to the contrary contained in this paragraph, the Loan Documents, Lender’s Administrative Agent's approval shall not be required for future self-storage leases Leases or self-storage lease Lease extensions at a Project if there exists no Event of Default. Notwithstanding anything contained in the Loan Documents, Lender’s approval shall not be required for future retail or office leases or retail or office lease extensions at a Project if the following conditions are satisfied: (1a) there exists no Potential Default or Event of Default; (2b) the lease Lease is on the standard lease form approved by Lender the Administrative Agent with no material modifications (except as approved by Lender, such approval not to be unreasonably withheld or delayed)modifications; (3c) the lease Lease does not conflict with any restrictive covenant affecting the such Project or any other lease for space in the such Project; and (4d) the leased premises, when combined with all other space in the Project leased to the same tenant or any Affiliate affiliate thereof, are not greater than 5,000 ten percent (10%) of the rentable square feetfeet contained in such Project and such leased premises do not constitute ten percent (10%) or more of the gross revenues from such Project, and the lease term is at least 36 twelve (12) months (but not more than 60 one hundred twenty (120) months); and (e) the effective rental rate is at least equal to the then prevailing market rents for similar properties in the market where such Project is located for the entire term of the Lease.

Standard Lease Form; Approval Rights. Except as provided below, all future leases and other rental arrangements shall in all respects be approved by Lender and shall be on a standard lease form provided to Lender with no material modifications (except as approved by Lender). Except as provided below, all retail and office All leases and other rental arrangements shall in all respects be approved by Lender and shall be on a standard lease form approved by Lender with no material modifications (except as approved by Lender, which approval will not be unreasonably withheld or delayed). Lender hereby approves of the Borrower’s current standard forms for self-storage leases and office/retail leases which have been provided to Lender. Retail and office Such lease forms form shall provide that (a) the lease is subordinate to the Mortgage, (b) the tenant shall attorn to Lender, and (c) that any cancellation, surrender, or amendment of such lease without the prior written consent of Lender shall be voidable by Lender. Borrower shall, and shall cause each Subsidiary to, hold, in trust, all tenant security deposits related in a segregated account, and, to Borrower’s and such Subsidiary’s Project(s) in the manner extent required by the applicable leases and applicable law, shall not commingle any such funds with any other funds of Borrower. Within ten (10) days after Lender’s 's request, Borrower shall furnish to Lender a statement of all tenant security deposits, and copies of all retail and office leases not previously delivered to Lender and a current rent roll for each ProjectLender, each certified by Borrower as being true and correct. Notwithstanding anything contained in the Loan Documents, Lender’s 's approval shall not be required for future self-storage leases or self-storage lease extensions at a Project if there exists no Event of Default. Notwithstanding anything contained in the Loan Documents, Lender’s approval shall not be required for future retail or office leases or retail or office lease extensions at a Project if the following conditions are satisfied: (1) i there exists no Potential Default or Event of Default; (2) ii the lease is on the standard lease form approved by Lender with no material modifications (except as approved by Lender, such approval not to be unreasonably withheld or delayed)modifications; (3) iii the lease does not conflict with any restrictive covenant affecting the Project or any other lease for space in the Project; (iv the lease provides for an effective rental rate that is a market rate; and (4) v the leased premises, when combined with all other space in lease is for less than 20,000 square feet. Leases that require the Project leased approval of Lender shall be submitted to Lender and shall be deemed approved by Lender unless Lender disapproves the same tenant or within ten (10) business days of receipt. All costs and expenses incurred by Lender in its review and approval of any Affiliate thereof, are not greater than 5,000 rentable square feet, and the lease term is at least 36 months (but not more than 60 months)shall be paid by Borrower promptly upon request.

Standard Lease Form; Approval Rights. Except as provided below, all future leases All Leases and other rental arrangements shall in all respects be approved by Lender and shall be on a standard lease form provided to Lender with no material modifications (except as approved by Lender). Except as provided below, all retail and office leases and other rental arrangements shall in all respects be approved by Lender the Administrative Agent and shall be on a standard lease form approved by Lender the Administrative Agent prior to the Closing Date with no material modifications (except as expressly approved in writing by Lenderthe Administrative Agent). Lender hereby approves of the Borrower’s current The standard forms for self-storage leases and office/retail leases which have been provided to Lender. Retail and office lease forms form shall provide (1) that the lease is subordinate to the Mortgage, (2) that the tenant shall attorn to Lenderthe Administrative Agent (on behalf of the Lenders) following an event of default, provided that the Administrative Agent has agreed not to disturb tenant’s occupancy under the lease, and (3) that any cancellation, surrender, or material amendment of such lease without the prior written consent of Lender the Administrative Agent shall be voidable by Lenderthe Administrative Agent. Borrower shall, and shall cause each Subsidiary to, hold, in trust, all tenant security deposits related deposits, and, to Borrower’s and such Subsidiary’s Project(s) in the manner extent required by the applicable leases and applicable lawApplicable Law, shall not commingle any such funds with any other funds of Borrower. Within ten (10) days after Lenderthe Administrative Agent’s request, Borrower shall furnish to Lender the Administrative Agent a statement of all tenant security deposits, and copies of all retail and office leases not previously delivered to Lender and a current rent roll for each Projectthe Administrative Agent, each certified by Borrower as being true and correct. Notwithstanding anything contained in the Loan Documents, Lenderthe Administrative Agent hereby confirms that it has consented to the Xxxxxx Xxxx Lease and the New Century Lease, and the Administrative Agent’s approval shall not be required for future self-storage leases Leases or self-storage lease Lease extensions at a Project if there exists no Event of Default. Notwithstanding anything contained in the Loan Documents, Lender’s approval shall not be required for future retail or office leases or retail or office lease extensions at a Project if the following conditions are satisfied: (1) there exists no Potential Default or Event of Default; (2) the lease is on the standard lease form approved by Lender the Administrative Agent with no modifications and complies with the Leasing Guidelines, except for commercially reasonable changes agreed to in the ordinary course of Borrower’s business, but in any event there shall be no material modifications (except as approved by Lenderto the subordination, such approval attornment, estoppel and landlord liability clauses without the prior written consent of the Administrative Agent, which consent shall not to be unreasonably withheld or delayed)withheld; (3) the lease does not conflict with any restrictive covenant affecting the Project or any other lease for space in the Project; and (4) the leased premises, when combined with all other space in the Project leased to the same tenant or any Affiliate thereof, are lease is not greater than 5,000 rentable square feet, and a Major Lease; (5) the lease term provides for rental rates and landlord concessions comparable to existing local market rates as established on the Leasing Guidelines; (6) the lease is an arms-length transaction and in no event with an Affiliate of Borrower; (7) the lease shall be to a tenant which Borrower, in its professional and commercially reasonable judgment, has determined is credit worthy; (8) the lease does not contain any options for renewal or expansion by the tenant at least 36 months (but not more than 60 months).rental rates which are below reasonable comparable market levels at the time the lease is executed; and

Standard Lease Form; Approval Rights. Except as provided below, all future leases and other rental arrangements shall in all respects be approved by Lender and shall be on a standard lease form provided to Lender with no material modifications (except as approved by Lender). Except as provided below, all retail and office leases All Leases and other rental arrangements shall in all respects be approved by Lender and shall be on a standard lease form approved by Lender with no material modifications (except as approved by Lender). Lender hereby approves of the Borrower’s current standard forms for self-storage leases and office/retail leases which have been provided to Lender. Retail and office Such lease forms form shall provide that (a) the lease is subordinate to the Security Instrument, (which may be subject to Lender agreement of non-disturbance), (b) the tenant shall attorn to Lender, and that (c) any cancellation, surrender, or amendment of such lease a Lease without the prior written consent of Lender shall be voidable by Lender. Borrower shall, and shall cause each Subsidiary to, hold, in trust, hold all tenant security deposits related to Borrower’s and such Subsidiary’s Project(s) in the manner required by the applicable leases and applicable lawApplicable Law. Within ten twenty (1020) days after Lender’s request, Borrower shall furnish to Lender a statement of all tenant security deposits, and copies of all retail and office leases not previously delivered to Lender and a current rent roll for each ProjectLender, each certified by Borrower as being true and correct. Notwithstanding anything contained in the Loan Documents, Borrower shall have the right to enter into Leases or amendments, renewals, expansions or modifications of any existing Leases without Lender’s approval shall consent provided (i) the proposed Lease, renewal, modification, expansion is an arm’s length transaction, on economic terms conforming to current market conditions, with a Tenant that is not be required for future self-storage leases or self-storage lease extensions at a Project if there exists no Event of Default. Notwithstanding anything contained an Affiliate and (ii) the proposed Lease is in the Loan Documents, Lender’s approval shall not be required for future retail or office leases or retail or office lease extensions at a Project if the following conditions are satisfied: (1) there exists no Potential Default or Event of Default; (2) the lease is on the standard lease form previously approved by Lender with no without any material modifications (except as approved by LenderLender except for those modifications that are transaction specific, such approval not to be unreasonably withheld or delayed); (3) the lease does not conflict with any restrictive covenant affecting the Project or any other lease for space commercially reasonable in the Project; and (4) the leased premises, when combined with all other space in the Project leased to the same tenant or any Affiliate thereof, marketplace for similar leases and/or are not greater than 5,000 rentable square feet, and the lease term is at least 36 months (but not more than 60 monthsapproved by Lender).

Standard Lease Form; Approval Rights. Except as provided below, all future All leases and other rental arrangements shall in effect on the Closing Date are in all respects be approved by Lender and shall be on a standard lease form provided to Lender with no material modifications (except as approved by Lender)the Administrative Agent. Except as provided belowherein, all retail and office future leases and other rental arrangements shall in all respects be approved by Lender and shall be on a standard lease form approved by Lender the Administrative Agent with no material modifications (except as approved by Lenderthe Administrative Agent). Lender hereby approves of the Borrower’s current standard forms for self-storage leases and office/retail leases which have been provided to Lender. Retail and office Such lease forms form shall provide that the tenant shall attorn to Lender, and that any cancellation, surrender, or amendment the Administrative Agent (on behalf of such lease without the prior written consent of Lender shall be voidable by LenderLenders). Borrower shall, and shall cause each Subsidiary to, hold, in trust, all tenant security deposits related , and, to Borrower’s and such Subsidiary’s Project(s) in the manner extent required by the applicable leases and applicable law, shall not commingle any such funds with any other funds of Borrower. Within ten (10) days after Lenderthe Administrative Agent’s request, Borrower shall furnish to Lender the Administrative Agent a statement of all tenant security deposits, and copies of all retail and office leases not previously delivered to Lender and a current rent roll for each Projectthe Administrative Agent, each certified by Borrower as being true and correct. Notwithstanding anything to the contrary contained herein or in the Loan Documents, LenderBorrower shall have the right to enter into, renew, amend, cancel, terminate or otherwise modify any lease without the Administrative Agent’s approval, provided such lease is not a Major Lease. . If Administrative Agent’s approval shall not be is required for future self-storage leases the execution, amendment, or self-storage mutual termination of any lease extensions at a Project if there exists no Event of Default. Notwithstanding anything contained in pursuant to this Section 5.2, the Loan Documents, Lender’s approval Borrower shall not be required for future retail or office leases or retail or office lease extensions at a Project if deliver to the Administrative Agent the following conditions are satisfied: information (1collectively, the “Lease Approval Package”): (i) there exists no Potential Default or Event the identity of Defaultthe proposed tenant; (2ii) such information with respect to the lease is on prospective tenant as shall permit the standard lease form approved by Lender with no material modifications (except as approved by LenderAdministrative Agent to assess such proposed tenant’s business, such approval not to be unreasonably withheld or delayed); (3) the lease does not conflict with any restrictive covenant affecting the Project or any other lease for space in the Projectcharacter and creditworthiness; and (4iii) a draft of the leased premisesproposed lease or lease modification and a summary of the material terms of such lease or modification . Within five (5) Business Days after the Administrative Agent shall have received a Lease Approval Package, the Administrative Agent shall either consent or refuse to consent to such Lease Approval Package. If the Administrative Agent shall fail to respond within such five (5) Business Day period, the Administrative Agent shall be deemed to have consented to such proposed lease or lease modification. Any lease of space within a Project that, when combined with all other space in the Project leased to the same tenant or to any Affiliate thereofaffiliate of such tenant, are not greater than 5,000 exceeds 30,000 rentable square feet, and the lease term feet is at least 36 months (but not more than 60 months)referred to herein as a “Major Lease.”

Standard Lease Form; Approval Rights. Except as provided belowWith respect to each Property, all future leases Leases and other rental arrangements shall comply in all respects with the Leasing Guidelines set forth in the applicable Loan Application. If a Lease complies with the Leasing Guidelines and is not a Material Lease, then Senior Lender's approval of such Lease shall not be approved by Lender and required; otherwise Senior Lender's approval shall be on a standard lease form provided to Lender with no required. Any material modifications (except as approved by Lender). Except as provided below, all retail and office leases and other rental arrangements shall from the Leasing Guidelines in all respects be approved by Lender and the applicable Loan Application shall be on a standard lease form approved by subject to Senior Lender's prior written approval in its discretion. Borrower shall furnish (or shall cause to be furnished to) Senior Lender with no material modifications copies of all executed Leases and at least five (except as approved by Lender). Lender hereby approves 5) Business Days prior written notice of the Borrower’s current standard forms for self-storage leases and office/retail leases which have been provided to Lender. Retail and office lease forms shall provide that the tenant shall attorn to Lenderall amendments, and that any cancellation, surrendermodifications, or amendment of supplements to any and all Leases if, after giving effect to such lease without amendment, modification or supplement the prior written consent of Lease would be a Material Lease or would not comply with the Leasing Guidelines for the particular Property. Senior Lender shall endeavor to approve or disapprove all Leases and modifications subject to its approval that are submitted to Senior Lender within five (5) Business Days after receipt of all necessary documentation in connection therewith. Senior Lender's failure to respond within such period shall be voidable by Lenderdeemed disapproval. Borrower shall, and shall cause each Subsidiary to, hold, in trust, all tenant security deposits related in a segregated account, and, to Borrower’s and the extent required by applicable law, shall not commingle any such funds with any other funds of Borrower or such Subsidiary’s Project(s) in the manner required by the applicable leases and applicable law, as applicable. Within ten (10) days after Senior Lender’s 's request, Borrower shall furnish to Senior Lender a statement of all tenant security deposits, and copies of all retail and office leases Leases not previously delivered to Lender and a current rent roll for each ProjectSenior Lender, each certified by Borrower as being true and correct. Notwithstanding anything contained Senior Lender agrees that in the Loan Documentsevent that a particular existing space tenant is entitled to receive a non-disturbance agreement, Senior Lender shall execute a subordination, non-disturbance agreement in form reasonably acceptable to Senior Lender’s approval . Senior Lender shall not be required for future self-storage leases or self-storage lease extensions at a Project if there exists no Event of Default. Notwithstanding anything contained in have the Loan Documents, Lender’s approval shall not be required for future retail or office leases or retail or office lease extensions at a Project if the following conditions are satisfied: right to review and approve (1) there exists no Potential Default or Event of Default; (2) the lease is on the standard lease form approved by Lender with no material modifications (except as approved by Lender, such approval not to be unreasonably withheld withheld) all tenant improvement costs and allowances proposed to be incurred by the Borrower or delayed); (3) the lease does not conflict applicable Subsidiary in onnection with renewing any restrictive covenant affecting existing Leases or executing new Leases on any Property, unless same are consistent with the Project Leasing Guidelines for such Property. All leasing commissions incurred by Borrower with respect to the renewal of any existing Leases or the execution of a new Lease for any Property shall be commercially reasonable. The applicable Mortgage and Assignment of Rents and Leases shall provide that all rents and other lease monies received by the Borrower or the applicable Subsidiary with respect to any Leases shall be subject to the Lien of such documents and shall be held by the applicable Subsidiary in trust for space the benefit of Senior Lender for use in the Project; and (4) payment of all sums due under the leased premises, when combined with all other space in the Project leased Loan allocable to the same tenant or any Affiliate thereof, are not greater than 5,000 rentable square feet, and the lease term is at least 36 months (but not more than 60 months).such Subsidiary. Section 5.3

Standard Lease Form; Approval Rights. Except All existing leases and other rental arrangements required to be reviewed by Lender have been approved by Lender as provided belowof the Closing Date, and all future leases and other rental arrangements shall in all respects be approved by Lender and shall be on a standard lease form provided to which has been approved by Lender as of the Closing Date, with no material modifications (except as approved by Lender). Except as provided below, all retail and office leases and other rental arrangements shall in all respects be approved by Lender and shall be on a standard Such lease form approved by Lender with no material modifications (except as approved by Lender). Lender hereby approves of the Borrower’s current standard forms for self-storage leases and office/retail leases which have been provided to Lender. Retail and office lease forms shall provide that (a) the lease is subordinate to the Mortgage, (b) the tenant shall attorn to Lender, and (c) that any cancellation, surrender, or amendment (except for minor modifications and amendments entered into in the ordinary course of business, consistent with prudent property management practices, not affecting the economic terms of the lease) of such lease without the prior written consent of Lender shall be voidable by Lender. Borrower shall, and shall cause each Subsidiary to, hold, in trust, all tenant security deposits related in a segregated account, and, to Borrower’s and such Subsidiary’s Project(s) in the manner extent required by the applicable leases and applicable law, shall not commingle any such funds with any other funds of Borrower. Within ten (10) days after Lender’s request, Borrower shall furnish to Lender a statement of all tenant security deposits, and copies of all retail and office leases not previously delivered to Lender and a current rent roll for each ProjectLender, each certified by Borrower as being true and correct. Notwithstanding anything contained in the Loan Documents, Lender’s approval shall not be required for future self-storage leases or self-storage lease extensions at a Project if there exists no Event of Default. Notwithstanding anything contained in the Loan Documents, Lender’s approval shall not be required for future retail 10,000 square feet or office leases or retail or office lease extensions at a Project less if the following conditions are satisfied: (1i) there exists no Potential Default or Event of Default; (2ii) the lease is on the standard lease form approved by Lender with no material modifications (except as approved by Lender, such approval not to be unreasonably withheld or delayed)modifications; (3iii) the lease does not conflict with any restrictive covenant affecting the Project or any other lease for space in the Project; and (4iv) the leased premises, when combined with all other space in rental rate and the Project leased economic terms are within written parameters approved by Lender. For any lease that requires the approval of Lender Borrower shall submit a term sheet for such lease to Lender at least seven (7) days prior to the same tenant proposed execution date of the lease. If Borrower has not received a response from Lender within seven (7) days from the date the term sheet was submitted to Lender, the proposed terms shall be deemed approved by Lender. If the term sheet is approved or any Affiliate thereofdeemed approved by Lender, are Borrower shall not greater than 5,000 rentable square feet, and be required to submit the lease for approval unless (i) there are material differences from the term sheet approved by Lender or (ii) the lease is at least 36 months (but not more than 60 months)on the standard form approved by Lender. All costs and expenses incurred by Lender in its review and approval of any lease shall be paid by Borrower promptly upon request.

Standard Lease Form; Approval Rights. Except as otherwise provided belowherein, all future leases any Leases and other rental arrangements entered into from the date hereof until the Obligations have been paid shall in all respects be reasonably approved by Lender Administrative Agent and shall be on a standard lease form provided to Lender with no material modifications (except as reasonably approved by Lender)Administrative Agent. Except as provided below, all retail and office leases and other rental arrangements shall in all respects be approved by Lender and shall be on a standard Such lease form approved by Lender with no material modifications (except as approved by Lender). Lender hereby approves of the Borrower’s current standard forms for self-storage leases and office/retail leases which have been provided to Lender. Retail and office lease forms shall provide that (a) the lease is subordinate to the Mortgage, (b) the tenant shall attorn to LenderAdministrative Agent, and (c) that any cancellation, surrender, or amendment of such lease without the prior written consent of Lender Administrative Agent shall be voidable by LenderAdministrative Agent. Borrower shall, and Borrowers shall cause each Subsidiary to, hold, in trust, hold all tenant security deposits related to Borrower’s and such Subsidiary’s Project(s) in the manner a segregated account if required by the applicable leases and applicable lawRequirements of Law. Within ten (10) days after LenderAdministrative Agent’s request, Borrower Borrowers shall furnish to Lender Administrative Agent a statement of all tenant security deposits, and copies of all retail and office leases Leases not previously delivered to Lender and a current rent roll for each ProjectAdministrative Agent, each certified by Borrower Borrowers as being true and correct. Notwithstanding anything contained in the Loan DocumentsDocuments to the contrary, LenderBorrowers shall have the right to enter into Leases with third parties without Administrative Agent’s approval shall not be required for future self-storage leases or self-storage lease extensions at a Project if there exists no Event consent provided (i) the economic terms of Default. Notwithstanding anything contained the Lease are generally, in Borrowers’ reasonable discretion, market terms in the Loan Documentsmarket in which the Individual Project is located, Lender’s approval shall not be required for future retail or office leases or retail or office lease extensions at a Project if the following conditions are satisfied: (1) there exists no Potential Default or Event of Default; (2ii) the lease initial term is no longer than ten (10) years (excluding renewals, to the extent such renewal is an extension on substantially the standard lease form approved by Lender with no material modifications (except same terms as approved by Lenderthe existing Lease), such approval not to be unreasonably withheld or delayed); (3) the lease does not conflict with any restrictive covenant affecting the Project or any other lease for space in the Project; and (4iii) the leased premises, when combined with all other space in the (A) for any Project leased to the same tenant containing 35,000 or any Affiliate thereof, are not greater than 5,000 fewer rentable square feet, the leased premises is less than 7,000 rentable square feet and (B) for any Project containing greater than 35,000 rentable square feet, the rent payable by the Tenant pursuant to such Lease during the first month in which rent is not abated is no greater than twenty-five percent (25%) of the total revenue for such Individual Project during such month, (iv) the Lease is in the form previously reasonably approved by Administrative Agent; (v) intentionally omitted; (vi) the Lease and the lease term is at least 36 months tenant thereunder comply with the requirements of any applicable Ground Lease; and (but not more than 60 months).vii) if required under the terms of the Ground Lease, Lender shall have received evidence of written approval of the Lease by Ground Lessor. HTI MOB Portfolio

Standard Lease Form; Approval Rights. Except as provided below, all future leases and other rental arrangements shall in all respects be approved by Lender and shall be on a standard lease form provided to Lender with no material modifications (except as approved by Lender). Except as provided below, all retail and office All leases and other rental arrangements shall in all respects be approved by Lender and shall be on a standard lease form approved by Lender with no material modifications (except as approved by Lender, which approval will not be unreasonably withheld or delayed). Lender hereby approves of the Borrower’s current standard forms for self-storage leases and office/retail leases which have been provided to Lender. Retail and office Such lease forms form shall provide that (a) the lease is subordinate to the Mortgage, (b) the tenant shall attorn to Lender, and (c) that any cancellation, surrender, or amendment of such lease without the prior written consent of Lender shall be voidable by Lender. Borrower shall, and shall cause each Subsidiary to, hold, in trust, all tenant security deposits related in a segregated account, and, to Borrower’s and such Subsidiary’s Project(s) in the manner extent required by the applicable leases and applicable law, shall not commingle any such funds with any other funds of Borrower. Within ten (10) days after Lender’s 's request, Borrower shall furnish to Lender a statement of all tenant security deposits, and copies of all retail and office leases not previously delivered to Lender and a current rent roll for each ProjectLender, each certified by Borrower as being true and correct. Notwithstanding anything contained in the Loan Documents, Lender’s 's approval shall not be required for future self-storage leases or self-storage lease extensions at a Project if there exists no Event of Default. Notwithstanding anything contained in the Loan Documents, Lender’s approval shall not be required for future retail or office leases or retail or office lease extensions at a Project if the following conditions are satisfied: (1i) there exists no Potential Default or Event of Default; (2ii) the lease is on the standard lease form approved by Lender with no material modifications (except as approved by Lender, such approval not to be unreasonably withheld or delayed)modifications; (3iii) the lease does not conflict with any restrictive covenant affecting the Project project or any other lease for space in the Project; and (4iv) the leased premiseslease is in accordance with leasing parameters approved by Lender regarding rent, when combined term, size, and credit rating of tenants. Lender may evaluate potential leases with all respect to, among other space in factors, overall tenant mix, compatibility of intended use with the Project leased Project's market niche, cost of tenant improvements, and/or contingency, go dark and lease termination rights. Leases that require the approval of Lender shall be submitted to Lender at least thirty (30) days prior to the same tenant or proposed execution date. All costs and expenses incurred by Lender in its review and approval of any Affiliate thereof, are not greater than 5,000 rentable square feet, and the lease term is at least 36 months (but not more than 60 months)shall be paid by Borrower promptly upon request.

Standard Lease Form; Approval Rights. Except as provided below, all future leases All Leases and other rental arrangements shall in all respects be approved by Lender and shall be on a standard lease form provided to Lender with no material modifications (except as approved by Lender). Except as provided below, all retail and office leases and other rental arrangements shall in all respects be approved by Lender the Administrative Agent and shall be on a standard lease form approved by Lender the Administrative Agent prior to the Closing Date with no material modifications (except as expressly approved in writing by Lenderthe Administrative Agent). Lender hereby approves of the Borrower’s current The standard forms for self-storage leases and office/retail leases which have been provided to Lender. Retail and office lease forms form shall provide (1) that the lease is subordinate to the Mortgage, (2) that the tenant shall attorn to Lenderthe Administrative Agent (on behalf of the Lenders) following an event of default, provided that the Administrative Agent has agreed not to disturb tenant’s occupancy under the lease, and (3) that any cancellation, surrender, or material amendment of such lease without the prior written consent of Lender the Administrative Agent shall be voidable by Lenderthe Administrative Agent. Borrower shall, and shall cause each Subsidiary to, hold, in trust, all tenant security deposits related deposits, and, to Borrower’s and such Subsidiary’s Project(s) in the manner extent required by the applicable leases and applicable lawApplicable Law, shall not commingle any such funds with any other funds of Borrower. Within ten (10) days after Lenderthe Administrative Agent’s request, Borrower shall furnish to Lender the Administrative Agent a statement of all tenant security deposits, and copies of all retail and office leases not previously delivered to Lender and a current rent roll for each Projectthe Administrative Agent, each certified by Borrower as being true and correct. Notwithstanding anything contained in the Loan Documents, Lenderthe Administrative Agent hereby confirms that it has consented to the Xxxxxx Xxxx Lease and the New Century Lease, and the Administrative Agent’s approval shall not be required for future self-storage leases Leases or self-storage lease Lease extensions at a Project if there exists no Event of Default. Notwithstanding anything contained in the Loan Documents, Lender’s approval shall not be required for future retail or office leases or retail or office lease extensions at a Project if the following conditions are satisfied: (1) there exists no Potential Default or Event of Default; (2) the lease is on the standard lease form approved by Lender the Administrative Agent with no modifications and complies with the Leasing Guidelines, except for commercially reasonable changes agreed to in the ordinary course of Borrower’s business, but in any event there shall be no material modifications (except as approved by Lenderto the subordination, such approval attornment, estoppel and landlord liability clauses without the prior written consent of the Administrative Agent, which consent shall not to be unreasonably withheld or delayed)withheld; (3) the lease does not conflict with any restrictive covenant affecting the Project or any other lease for space in the Project; and (4) the leased premises, when combined with all other space in the Project leased to the same tenant or any Affiliate thereof, are lease is not greater than 5,000 rentable square feet, and a Major Lease; (5) the lease provides for rental rates and landlord concessions comparable to existing local market rates as established on the Leasing Guidelines; (6) the lease is an arms-length transaction and in no event with an Affiliate of Borrower; (7) the lease shall be to a tenant which Borrower, in its professional and commercially reasonable judgment, has determined is credit worthy; (8) the lease does not contain any options for renewal or expansion by the tenant at rental rates which are below reasonable comparable market levels at the time the lease is executed; and (9) the lease is for a term is at least 36 months (but of not more than 60 monthsten (10) years (exclusive of renewal options which together with the initial term shall not exceed twenty (20) years).

Standard Lease Form; Approval Rights. Except as provided below, all future leases All Leases and other rental arrangements shall in all respects be approved by Lender and shall be on a standard lease form provided to Lender with no material modifications (except as approved by Lender). Except as provided below, all retail and office leases and other rental arrangements shall in all respects be approved by Lender and shall be on a standard lease form approved by Lender with no material modifications (except as approved other than modifications entered into in the ordinary course of business by Lender)Borrower. Lender hereby approves of the Borrower’s current standard forms for self-storage leases and office/retail leases which have been provided to Lender. Retail and office lease forms Such Lease form shall provide that the tenant shall attorn to Lender. If required by applicable law, and that any cancellation, surrender, or amendment of such lease without the prior written consent of Lender Borrower shall be voidable by Lender. Borrower shall, and shall cause each Subsidiary to, hold, in trust, all tenant security deposits related in a segregated account and shall not commingle any such funds with any other funds of Borrower. If tenant security deposits are not maintained in a segregated account, Borrower shall expressly account for such security deposits in its books and records and in any balance sheet provided to Borrower’s and such Subsidiary’s Project(s) in the manner required by the applicable leases and applicable lawLender. Within ten (10) days after Lender’s request, Borrower shall furnish to Lender a statement of all tenant security deposits, deposits and copies of all retail and office leases Leases not previously delivered to Lender and a current rent roll for each ProjectLender, each certified by Borrower as being true and correct. Notwithstanding anything contained in the Loan Documents, Lender’s approval shall not be required for future self-storage leases Leases or self-storage lease Lease extensions at a Project if there exists no Event of Default. Notwithstanding anything contained in the Loan Documents, Lender’s approval shall not be required for future retail or office leases or retail or office lease extensions at a Project if the following conditions are satisfied: (1) there exists no Potential Default or Event of Default; (2) the lease Lease is on the standard lease form approved by Lender with no material modifications (except as approved by Lender, such approval not to be unreasonably withheld or delayed)modifications; (3) the lease Lease does not conflict with any restrictive covenant affecting the Project or any other lease Lease for space in the Project; and (4) the proposed use of the leased premises, when combined with all other space premises does not violate the permitted uses provision in the lease form for the Project leased to approved by Lender or otherwise violate the same tenant or any Affiliate thereof, are not greater than 5,000 rentable square feet, and the Condominium Declaration; (5) lease term is at least 36 twelve (12) months (but provided, however, that Borrower may enter into Leases of not greater than ten percent (10%) of the Condominium Units with terms less than twelve (12) months (it being understood however that in no event shall more than 60 months)two percent (2%) of Condominium Units be on a month-to-month basis) and (6) the effective rental rate is at least equal to current market rent; provided, however, that the Borrower shall have the right to lease Condominium Units to employees, at a discount, provided that the aggregate discount is not greater than .75% of the gross potential income of the Project.

Standard Lease Form; Approval Rights. Except as otherwise provided belowherein, all future leases any Leases and other rental arrangements entered into from the date hereof until the Obligations have been paid shall in all respects be reasonably approved by Lender Administrative Agent and shall be on a standard lease form provided to Lender with no material modifications (except as reasonably approved by Lender)Administrative Agent. Except as provided below, all retail and office leases and other rental arrangements shall in all respects be approved by Lender and shall be on a standard Such lease form approved by Lender with no material modifications (except as approved by Lender). Lender hereby approves of the Borrower’s current standard forms for self-storage leases and office/retail leases which have been provided to Lender. Retail and office lease forms shall provide that (a) the lease is subordinate to the Mortgage, (b) the tenant shall attorn to LenderAdministrative Agent, and (c) that any cancellation, surrender, or amendment of such lease without the prior written consent of Lender Administrative Agent shall be voidable by LenderAdministrative Agent. Borrower shall, and Borrowers shall cause each Subsidiary to, hold, in trust, hold all tenant security deposits related to Borrower’s and such Subsidiary’s Project(s) in the manner a segregated account if required by the applicable leases and applicable lawRequirements of Law. Within ten (10) days after LenderAdministrative Agent’s request, Borrower Borrowers shall furnish to Lender Administrative Agent a statement of all tenant security deposits, and copies of all retail and office leases Leases not previously delivered to Lender and a current rent roll for each ProjectAdministrative Agent, each certified by Borrower Borrowers as being true and correct. Notwithstanding anything contained in the Loan DocumentsDocuments to the contrary, LenderBorrowers shall have the right to enter into Leases with third parties without Administrative Agent’s approval shall not be required for future self-storage leases or self-storage lease extensions at a Project if there exists no Event consent provided (i) the economic terms of Default. Notwithstanding anything contained the Lease are generally, in Borrowers’ reasonable discretion, market terms in the Loan Documentsmarket in which the Individual Project is located, Lender’s approval shall not be required for future retail or office leases or retail or office lease extensions at a Project if the following conditions are satisfied: (1) there exists no Potential Default or Event of Default; (2ii) the lease initial term is on the standard lease form approved by Lender with no material modifications longer than ten (except as approved by Lender10) years, such approval not to be unreasonably withheld or delayed); (3) the lease does not conflict with any restrictive covenant affecting the Project or any other lease for space in the Project; and (4iii) the leased premises, when combined with all other space in the (A) for any Project leased to the same tenant containing 35,000 or any Affiliate thereof, are not greater than 5,000 fewer rentable square feet, the leased premises is less than 7,000 rentable square feet and (B) for any Project containing greater than 35,000 rentable square feet, the rent payable by the Tenant pursuant to such Lease during the first month in which rent is not abated is no greater than twenty-five percent (25%) of the total revenue for such Individual Project during such month, (iv) the Lease is in the form previously reasonably approved by Administrative Agent; (v) intentionally omitted; (vi) the Lease and the lease term is at least 36 months tenant thereunder comply with the requirements of any applicable Ground Lease; and (but not more than 60 months).vii) if required under the terms of the Ground Lease, Lender shall have received evidence of written approval of the Lease by Ground Lessor. LOAN AGREEMENT – PAGE 59 HTI MOB Portfolio

Standard Lease Form; Approval Rights. Except as provided below, all future All leases and other rental arrangements shall in effect on the date hereof have in all respects be approved by Lender and shall be on a standard lease form provided to Lender with no material modifications (except as been approved by Lender). Except as provided below, all retail and office leases and other rental arrangements shall in all respects be approved by Lender and Any lease entered into subsequent to the date hereof shall be on a standard lease form approved by Lender with no material modifications (except as approved by Lender), which approval will not be unreasonably withheld or delayed) and which approval shall be deemed given if Lender shall not respond in writing to any executed lease delivered to Lender within ten (10) Business Days of its receipt of all required submittals. Lender hereby approves of the Borrower’s current standard forms for self-storage leases and office/retail leases which have been provided to Lender. Retail and office Such lease forms form shall provide that (a) the lease is subordinate to the Mortgage, (b) the tenant shall attorn to Lender, and (c) that any cancellation, surrender, or amendment of such lease without the prior written consent of Lender shall be voidable by Lender. Borrower shall, and shall cause each Subsidiary to, hold, in trust, all tenant security deposits related in a segregated account, and, to Borrower’s and such Subsidiary’s Project(s) in the manner extent required by the applicable leases and applicable law, shall not commingle any such funds with any other funds of Borrower. Within ten (10) days after Lender’s 's request, Borrower shall furnish to Lender a statement of all tenant security deposits, and copies of all retail and office leases not previously delivered to Lender and a current rent roll for each ProjectLender, each certified by Borrower as being true and correct. Notwithstanding anything contained in the Loan Documents, Lender’s 's approval shall not be required for future self-storage leases or self-storage lease extensions at a Project if there exists no Event of Default. Notwithstanding anything contained in the Loan Documents, Lender’s approval shall not be required for future retail or office leases or retail or office lease extensions at a Project if the following conditions are satisfied: (1i) there exists no Potential Default or Event of Default; (2ii) the lease or lease extension is on the standard lease form approved by Lender with no material modifications (except as approved by Lender, such approval not to be unreasonably withheld or delayed)modifications; (3iii) the lease does not conflict with any restrictive covenant affecting the Project or any other lease for space in the Project; and (4iv) the leased premiseslease is in accordance with leasing parameters approved by Lender regarding rent, when combined term, size, and credit rating of tenants. Lender may evaluate potential leases with all respect to, among other space in factors, overall tenant mix, compatibility of intended use with the Project leased Project's market niche, cost of tenant improvements, and/or contingency, go dark and lease termination rights. Leases that require the approval of Lender shall be submitted to Lender at least ten (10) Business Days prior to the same tenant or proposed execution date. All reasonable costs and expenses incurred by Lender in its review and approval of any Affiliate thereof, are not greater than 5,000 rentable square feet, and the lease term is at least 36 months (but not more than 60 months)shall be paid by Borrower promptly upon request.

Standard Lease Form; Approval Rights. Except as provided below, all future leases All Leases and other rental arrangements shall in all respects be approved by Lender and shall be on a standard lease form provided to Lender with no material modifications (except as approved by Lender). Except as provided below, all retail and office leases and other rental arrangements shall in all respects be approved by Lender the Administrative Agent and shall be on a standard lease form approved by Lender the Administrative Agent prior to the Closing Date with no material modifications (except as expressly approved in writing by Lenderthe Administrative Agent). Lender hereby approves of the Borrower’s current The standard forms for self-storage leases and office/retail leases which have been provided to Lender. Retail and office lease forms form shall provide (1) that the lease is subordinate to the Mortgage, (2) that the tenant shall attorn to Lenderthe Administrative Agent (on behalf of the Lenders) following an event of default, provided that the Administrative Agent has agreed not to disturb tenant’s occupancy under the lease, and (3) that any cancellation, surrender, or material amendment of such lease without the prior written consent of Lender the Administrative Agent shall be voidable by Lenderthe Administrative Agent. Borrower shall, and shall cause each Subsidiary to, hold, in trust, all tenant security deposits related deposits, and, to Borrower’s and such Subsidiary’s Project(s) in the manner extent required by the applicable leases and applicable lawApplicable Law, shall not commingle any such funds with any other funds of Borrower. Within ten (10) days after Lenderthe Administrative Agent’s request, Borrower shall furnish to Lender the Administrative Agent a statement of all tenant security deposits, and copies of all retail and office leases not previously delivered to Lender and a current rent roll for each Projectthe Administrative Agent, each certified by Borrower as being true and correct. Notwithstanding anything contained in the Loan Documents, Lenderthe Administrative Agent hereby confirms that it has consented to the Xxxxxx Xxxx Lease and the New Century Lease, and the Administrative Agent’s approval shall not be required for future self-storage leases Leases or self-storage lease Lease extensions at a Project if there exists no Event of Default. Notwithstanding anything contained in the Loan Documents, Lender’s approval shall not be required for future retail or office leases or retail or office lease extensions at a Project if the following conditions are satisfied: (1) there exists no Potential Default or Event of Default; (2) the lease is on the standard lease form approved by Lender the Administrative Agent with no modifications and complies with the Leasing Guidelines, except for commercially reasonable changes agreed to in the ordinary course of Xxxxxxxx’s business, but in any event there shall be no material modifications (except as approved by Lenderto the subordination, such approval attornment, estoppel and landlord liability clauses without the prior written consent of the Administrative Agent, which consent shall not to be unreasonably withheld or delayed)withheld; (3) the lease does not conflict with any restrictive covenant affecting the Project or any other lease for space in the Project; and (4) the leased premises, when combined with all other space in the Project leased to the same tenant or any Affiliate thereof, are lease is not greater than 5,000 rentable square feet, and a Major Lease; (5) the lease term provides for rental rates and landlord concessions comparable to existing local market rates as established on the Leasing Guidelines; (6) the lease is an arms-length transaction and in no event with an Affiliate of Borrower; (7) the lease shall be to a tenant which Borrower, in its professional and commercially reasonable judgment, has determined is credit worthy; (8) the lease does not contain any options for renewal or expansion by the tenant at least 36 months (but not more than 60 months).rental rates which are below reasonable comparable market levels at the time the lease is executed; and

Standard Lease Form; Approval Rights. Except as provided below, all future leases All Leases and other rental arrangements shall in all respects be approved by Lender Administrative Agent and shall be on a standard lease form provided to Lender (except those Leases in effect as of the date hereof, which such Leases shall be deemed approved by Administrative Agent) approved by Administrative Agent with no material modifications (except as approved by LenderAdministrative Agent, which approval will not be unreasonably withheld, conditioned or delayed). Except as provided below, all retail and office leases and other rental arrangements shall in all respects be approved by Lender and shall be on a standard Such lease form approved by Lender with no material modifications (except as approved by Lender). Lender hereby approves of the Borrower’s current standard forms for self-storage leases and office/retail leases which have been provided to Lender. Retail and office lease forms shall provide that (a) the lease is subordinate to the Mortgage, (b) the tenant shall attorn to LenderAdministrative Agent, and (c) that any cancellation, surrender, or amendment of such lease without the prior written consent of Lender Administrative Agent shall be voidable by LenderAdministrative Agent. Borrower shall, and Borrowers shall cause each Subsidiary to, hold, in trust, all tenant security deposits related in a segregated account, and, to Borrower’s and such Subsidiary’s Project(s) in the manner extent required by the applicable leases and applicable law, shall not commingle any such funds with any other funds of Borrowers. Within ten (10) days after LenderAdministrative Agent’s request, Borrower Borrowers shall furnish to Lender Administrative Agent a statement of all tenant security deposits, and copies of all retail and office leases Leases not previously delivered to Lender and a current rent roll for each ProjectAdministrative Agent, each certified by Borrower Borrowers as being true and correct. Notwithstanding anything contained in the Loan Documents, LenderBorrowers (or Operators) shall have the right to enter into Leases without Administrative Agent’s approval shall consent provided (i) the economic terms of the Lease conform to those of the market, (ii) the initial term is not be required for future self-storage leases or self-storage lease extensions at a Project if there exists no Event longer than five (5) years, and (iii) the leased premises are not in excess of Default. Notwithstanding anything contained 3,000 square feet of any Project, (iv) the Lease is in the Loan Documentsform previously approved by Administrative Agent without material modification, Lender’s approval shall not be required for future retail or office leases or retail or office lease extensions at a Project if the following conditions are satisfied: (1) there exists no Potential Default or Event of Default; (2v) the lease is on Lease and the standard lease form approved by Lender tenant thereunder comply with no material modifications (except as approved by Lenderthe requirements of the Ground Lease, such approval not to be unreasonably withheld or delayed); (3) the lease does not conflict with any restrictive covenant affecting the Project or any other lease for space in the Projectif applicable; and (4vi) if required under the leased premisesterms of the Ground Lease, when combined with all other space in Lender shall have received evidence of written approval of the Project leased to the same tenant or any Affiliate thereof, are not greater than 5,000 rentable square feet, and the lease term is at least 36 months (but not more than 60 months)Lease by Ground Lessor.

Standard Lease Form; Approval Rights. Except as provided set forth below, all future leases and other rental arrangements shall in all respects be approved by Lender subject to Lender’s approval, such approval not to be unreasonably withheld, delayed or conditioned, and shall be on a standard lease form provided to Lender with no material modifications (except as approved by Lender). Except as provided below, all retail and office leases and other rental arrangements shall in all respects be approved by Lender and shall be on a standard lease form reasonably approved by Lender with no material modifications (except as approved by Lender, which approval will not be unreasonably withheld or delayed). Lender hereby approves of the Borrower’s current standard forms for self-storage leases and office/retail leases which have been provided to Lender. Retail and office Such lease forms form shall provide that (a) the lease is subordinate to the Mortgage and (b) the tenant shall attorn to Lender, and that any cancellation, surrender, or amendment of such lease without the prior written consent of Lender shall be voidable by Lender. Borrower shall, and shall cause each Subsidiary to, hold, in trust, all tenant security deposits related in a segregated account, and, to Borrower’s and such Subsidiary’s Project(s) in the manner extent required by the applicable leases and applicable law, shall not commingle any such funds with any other funds of Borrower. Within ten (10) days after Lender’s request, and in no event more than one (1) time in any twelve (12) month period, Borrower shall furnish to Lender a statement of all tenant security deposits, and copies of all retail and office leases not previously delivered to Lender and a current rent roll for each ProjectLender, each certified by Borrower as being true and correct. Notwithstanding anything contained in the Loan Documents, Lender’s approval shall not be required for future self-storage leases or self-storage lease extensions at a Project if there exists no Event extensions, renewals, modification or amendments of Default. Notwithstanding anything contained in the Loan Documents, Lender’s approval shall not be required 10,000 square feet or less for future retail space and 12,500 square feet or less for office leases or retail or office lease extensions at a Project space if the following conditions are satisfied: (1i) there exists no Potential Default or Event of Default; (2ii) the lease is on the standard lease form approved by Lender with no material modifications (except as approved by Lender, such approval not to be unreasonably withheld or delayed)modifications; (3iii) the lease does not conflict with any restrictive covenant affecting the Project or any other lease for space in the Project; and (4iv) the leased premises, when combined lease is in accordance with all other space market terms and conditions. All reasonable out-of-pocket costs and expenses incurred by Lender in the Project leased to the same tenant its review and approval of any lease shall be paid by Borrower promptly upon request. If Lender has not disapproved a proposed lease or any Affiliate thereofother action requiring Lender’s approval under this Article 5 within ten (10) Business Days after receipt of all required submittals, are not greater than 5,000 rentable square feet, and the lease term is at least 36 months (but not more than 60 months)such action shall be deemed approved.

Standard Lease Form; Approval Rights. Except as provided below, all future leases and other rental arrangements shall in all respects be approved by Lender and shall be on a standard lease form provided to Lender with no material modifications (except as approved by Lender). Except as provided below, all retail and office All leases and other rental arrangements shall in all respects be approved by Lender and shall be on a standard lease form approved by Lender with no material modifications (except as approved by Lender, which approval will not be unreasonably withheld or delayed). Lender hereby approves of the Borrower’s current standard forms for self-storage leases and office/retail leases which have been provided to Lender. Retail and office Such lease forms form shall provide that (a) the lease is subordinate to the Mortgage, (b) the tenant shall attorn to Lender, and (c) that any cancellation, surrender, or amendment of such lease without the prior written consent of Lender shall be voidable by Lender. Borrower shall, and or shall cause each Subsidiary Operating Lessee to, hold, in trust, all tenant security deposits related in a segregated account, and, to Borrower’s and such Subsidiary’s Project(s) in the manner extent required by the applicable leases and applicable law, shall not commingle any such funds with any other funds of Borrower or Operating Lessee. Within ten (10) days after Lender’s 's request, Borrower shall, or shall cause Operating Lessee to, furnish to Lender a statement of all tenant security deposits, and copies of all retail and office leases not previously delivered to Lender and a current rent roll for each ProjectLender, each certified by Borrower or Operating Lessee as being true and correct. Notwithstanding anything contained in the Loan Documents, Lender’s 's approval shall not be required for future self-storage leases or self-storage lease extensions at a Project if there exists no Event of Default. Notwithstanding anything contained in the Loan Documents, Lender’s approval shall not be required for future retail or office leases or retail or office lease extensions at a Project if the following conditions are satisfied: (1i) there exists no Potential Default or Event of Default; (2ii) the lease is on the standard lease form approved by Lender with no material modifications (except as approved by Lender, such approval not to be unreasonably withheld or delayed)modifications; (3iii) the lease does not conflict with any restrictive covenant affecting the Project or any other lease for space in the Project; and (4iv) the leased premiseslease is in accordance with leasing parameters approved by Lender regarding rent, when combined with all other space in the Project leased to the same tenant or any Affiliate thereofterm, are not greater than 5,000 rentable square feetsize, and the lease term is at least 36 months (but not more than 60 months)credit rating of tenants.