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

Standard Lease Form; Approval Rights. All Residential Leases entered into on or after the Closing Date shall be written substantially in accordance with the standard form of the same approved by Administrative Agent on or before the Closing Date, subject to any variations from the provisions of such standard form which (taken as whole) do not have a material adverse effect on the operation of the Projects (other than in the ordinary course of business or as required by Requirements of Law or as otherwise approved by Administrative Agent, which approval will not be unreasonably withheld or delayed). Borrowers shall hold, in trust, all tenant security deposits in a segregated account, and, to the extent required by any Requirements of Law, shall not commingle any such funds with any other funds of Borrowers. Within ten (10) days after Administrative Agent’s request, Borrowers shall furnish to Administrative Agent a statement of all tenant security deposits, and copies of all Leases not previously delivered to Administrative Agent, certified by Borrowers as being true and correct in all material respects. Notwithstanding anything contained in the Loan Documents, Borrowers shall have the right to enter into Commercial Leases (including any lease extensions, amendments or other modification related thereto) without Administrative Agent’s consent provided (i) the economic terms of the Lease substantially conform to those of the market in the area in which the applicable Project is located, (ii) the initial term is not longer than five (5) years, (iii) the leased premises are not in excess of 500 square feet in the aggregate in any one Project, and (iv) the Commercial Lease is in the form previously approved by Administrative Agent without material modification

Standard Lease Form; Approval Rights. All Residential Except as otherwise provided herein, any Leases and other rental arrangements entered into on or after from the Closing Date date hereof until the Obligations have been paid shall in all respects be written substantially in accordance with the standard form of the same reasonably approved by Administrative Agent and shall be on or before the Closing Date, subject to any variations from the provisions of such a standard lease form which (taken as whole) do not have a material adverse effect on the operation of the Projects (other than in the ordinary course of business or as required by Requirements of Law or as otherwise reasonably approved by Administrative Agent. Such lease form shall provide that (a) the lease is subordinate to the Mortgage, which approval will not (b) the tenant shall attorn to Administrative Agent, and (c) that any cancellation, surrender, or amendment of such lease without the prior written consent of Administrative Agent shall be unreasonably withheld or delayed)voidable by Administrative Agent. Borrowers shall hold, in trust, hold all tenant security deposits in a segregated account, and, to the extent account if required by any applicable Requirements of Law, shall not commingle any such funds with any other funds of Borrowers. Within ten (10) days after Administrative Agent’s request, Borrowers shall furnish to Administrative Agent a statement of all tenant security deposits, and copies of all Leases not previously delivered to Administrative Agent, certified by Borrowers as being true and correct in all material respectscorrect. Notwithstanding anything contained in the Loan DocumentsDocuments to the contrary, Borrowers shall have the right to enter into Commercial Leases (including any lease extensions, amendments or other modification related thereto) with third parties without Administrative Agent’s consent provided (i) the economic terms of the Lease substantially conform to those of are generally, in Borrowers’ reasonable discretion, market terms in the market in the area in which the applicable Individual Project is located, (ii) the initial term is not no longer than five ten (510) years, and (iii) (A) for any Project containing 35,000 or fewer rentable square feet, the leased premises are not in excess of 500 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 aggregate in any one Projecttotal revenue for such Individual Project during such month, and (iv) the Commercial Lease is in the form previously reasonably approved by Administrative Agent without material modificationAgent; (v) intentionally omitted; (vi) the Lease and the tenant thereunder comply with the requirements of any applicable Ground Lease; and (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

Standard Lease Form; Approval Rights. All Residential Leases entered into on or after the Closing Date and other rental arrangements shall in all respects be written substantially in accordance with the standard form of the same approved by Administrative Agent and shall be on or before the Closing Date, subject to any variations from the provisions of such a standard lease form which (taken except those Leases in effect as whole) do not have a material adverse effect on the operation of the Projects date hereof, which such Leases shall be deemed approved by Administrative Agent) approved by Administrative Agent with no modifications (other than in the ordinary course of business or except as required by Requirements of Law or as otherwise approved by Administrative Agent, which approval will not be unreasonably withheld withheld, conditioned or delayed). Such lease form shall provide that (a) the lease is subordinate to the Mortgage, (b) the tenant shall attorn to Administrative Agent, and (c) that any cancellation, surrender, or amendment of such lease without the prior written consent of Administrative Agent shall be voidable by Administrative Agent. Borrowers shall hold, in trust, all tenant security deposits in a segregated account, and, to the extent required by any Requirements of Lawapplicable law, shall not commingle any such funds with any other funds of Borrowers. Within ten (10) days after Administrative Agent’s request, Borrowers shall furnish to Administrative Agent a statement of all tenant security deposits, and copies of all Leases not previously delivered to Administrative Agent, certified by Borrowers as being true and correct in all material respectscorrect. Notwithstanding anything contained in the Loan Documents, Borrowers (or Operators) shall have the right to enter into Commercial Leases (including any lease extensions, amendments or other modification related thereto) without Administrative Agent’s consent provided (i) the economic terms of the Lease substantially conform to those of the market in the area in which the applicable Project is locatedmarket, (ii) the initial term is not longer than five (5) years, and (iii) the leased premises are not in excess of 500 3,000 square feet in the aggregate in of any one Project, and (iv) the Commercial Lease is in the form previously approved by Administrative Agent without material modification, (v) the Lease and the tenant thereunder comply with the requirements of the Ground Lease, if applicable; and (vi) if required under the terms of the Ground Lease, Lender shall have received evidence of written approval of the Lease by Ground Lessor.

Standard Lease Form; Approval Rights. All Residential Except as otherwise provided herein, any Leases and other rental arrangements entered into on or after from the Closing Date date hereof until the Obligations have been paid shall in all respects be written substantially in accordance with the standard form of the same reasonably approved by Administrative Agent and shall be on or before the Closing Date, subject to any variations from the provisions of such a standard lease form which (taken as whole) do not have a material adverse effect on the operation of the Projects (other than in the ordinary course of business or as required by Requirements of Law or as otherwise reasonably approved by Administrative Agent. Such lease form shall provide that (a) the lease is subordinate to the Mortgage, which approval will not (b) the tenant shall attorn to Administrative Agent, and (c) that any cancellation, surrender, or amendment of such lease without the prior written consent of Administrative Agent shall be unreasonably withheld or delayed)voidable by Administrative Agent. Borrowers shall hold, in trust, hold all tenant security deposits in a segregated account, and, to the extent account if required by any applicable Requirements of Law, shall not commingle any such funds with any other funds of Borrowers. Within ten (10) days after Administrative Agent’s request, Borrowers shall furnish to Administrative Agent a statement of all tenant security deposits, and copies of all Leases not previously delivered to Administrative Agent, certified by Borrowers as being true and correct in all material respectscorrect. Notwithstanding anything contained in the Loan DocumentsDocuments to the contrary, Borrowers shall have the right to enter into Commercial Leases (including any lease extensions, amendments or other modification related thereto) with third parties without Administrative Agent’s consent provided (i) the economic terms of the Lease substantially conform to those of are generally, in Borrowers’ reasonable discretion, market terms in the market in the area in which the applicable Individual Project is located, (ii) the initial term is not no longer than five ten (510) yearsyears (excluding renewals, to the extent such renewal is an extension on substantially the same terms as the existing Lease), and (iii) (A) for any Project containing 35,000 or fewer rentable square feet, the leased premises are not in excess of 500 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 aggregate in any one Projecttotal revenue for such Individual Project during such month, and (iv) the Commercial Lease is in the form previously reasonably approved by Administrative Agent without material modificationAgent; (v) intentionally omitted; (vi) the Lease and the tenant thereunder comply with the requirements of any applicable Ground Lease; and (vii) if required under the terms of the Ground Lease, Lender shall have received evidence of written approval of the Lease by Ground Lessor.

Standard Lease Form; Approval Rights. All Residential Leases entered into on or after the Closing Date and other rental arrangements shall in all respects be written substantially in accordance with the standard form of the same reasonably approved by Administrative Agent and shall be on or before the Closing Date, subject to any variations from the provisions of such a standard lease form which reasonably approved by Administrative Agent with no modifications (taken except as whole) do not have a material adverse effect on the operation of the Projects (other than in the ordinary course of business or as required by Requirements of Law or as otherwise approved by Administrative Agent, which approval will not be unreasonably withheld or delayed). Such lease form shall provide that (a) the lease is subordinate to the Mortgage, (b) the tenant shall attorn to Administrative Agent, and (c) that any cancellation, surrender, or amendment of such lease without the prior written consent of Administrative Agent shall be voidable by Administrative Agent. Borrowers shall hold, in trust, all tenant security deposits in a segregated account, and, account to the extent required by any Requirements of Law, shall not commingle any such funds with any other funds of Borrowers. Within ten (10) days after Administrative Agent’s request, Borrowers shall furnish to Administrative Agent a statement of all tenant security deposits, and copies of all Leases not previously delivered to Administrative Agent, certified by Borrowers as being true and correct in all material respectscorrect. Notwithstanding anything contained in the Loan Documents, provided no Event of Default exists. Borrowers shall have the right to enter into Commercial Leases (including any lease extensions, amendments or other modification related thereto) without Administrative Agent’s prior written consent provided so long as the proposed Lease meets the following criteria: (i) the economic terms of the Lease substantially conform to those of the market in the area in which the applicable Project is locatedmarket, (ii) the initial term is not no longer than five (5) yearsyears (excluding the existing Lease), and (iii) the leased premises are not in excess of 500 5% of the leased premises are not in excess of 5% of the rentable square feet in of such Project and the aggregate in any one Lease represents less than 5% of the annual revenue of such Project, and (iv) the Commercial Lease is in the form reasonably previously approved by Administrative Agent without material modification, and (v) the tenant is a physician, physician group or surgical center tenant.