Common use of Leases of the Property Clause in Contracts

Leases of the Property. The Borrower and each Guarantor will give notice to the Agent of any proposed new Lease that would be with a Major Tenant within any Mortgaged Property for the lease of space therein and shall provide to the Agent a copy of the proposed Lease 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 “Lease Notice”). Neither the Borrower nor any Guarantor will lease all or any portion of a Mortgaged Property or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or (if Borrower’s or such Guarantor’s consent is required under the terms of such Lease) 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 the Agent; provided, however, with respect to (a) any Lease which is not with a Major Tenant, the Borrower or any Guarantor may enter into any such Lease, or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or granting concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any such Lease, in each case in the ordinary course of business consistent with sound leasing and management practices for similar properties. The Borrower or Guarantors shall furnish the Agent with executed copies of all Leases or amendments thereto hereafter made. The Borrower or Guarantors shall deliver a Payment Direction Letter (as defined in the Cash Collateral Agreement) to each new tenant of a Lease entered into after the date hereof. To the extent the Agent’s approval or consent is required pursuant to this §7.13, Agent’s approval shall be deemed granted in the event the Agent fails to respond to the Borrower’s request within ten (10) Business Days if (A) Borrower has delivered to Agent the applicable documents, with the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN TEN (10) BUSINESS DAYS FROM RECEIPT SHALL BE DEEMED TO BE LENDER’S APPROVAL” prominently displayed in bold, all caps and fourteen (14) point or larger font in the transmittal letter requesting approval and (B) Agent does not approve or reject (with a reasonable explanation) the applicable request within ten (10) Business Days from the date Agent receives the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service (e.g., federal express) that the same has been delivered. In the event that any tenant provides a letter of credit as a security deposit or other credit support for a Lease, Borrower shall promptly notify Agent in writing and at the request of Agent shall cause such letter of credit to name Agent as the beneficiary and to be delivered to Agent, and Borrower shall execute or cause the applicable Subsidiary Guarantor to execute such other documents relating thereto as Agent may reasonably require.

Leases of the Property. The Borrower and each Guarantor will give notice to the Agent of any proposed new Lease that would be with a Major Tenant within any Mortgaged Pool Property for the lease of space therein and shall provide to the Agent a copy of the proposed Lease 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 “Lease Notice”). Neither the Borrower nor any Guarantor will lease all or any portion of a Mortgaged Pool Property or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or (if Borrower’s or such Guarantor’s consent is required under the terms of such Lease) 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 the Agent; provided, however, with respect to (a) any Lease which is not with a Major Tenant, the Borrower or any Guarantor may enter into any such Lease, or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or granting concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any such Lease, in each case in the ordinary course of business consistent with sound leasing and management practices for similar properties. The Borrower or Guarantors shall furnish the Agent with executed copies of all Leases or amendments thereto hereafter made. The Borrower or Guarantors shall deliver a Payment Direction Letter (as defined in the Cash Collateral Agreement) to each new tenant of a Lease entered into after the date hereof. To the extent the Agent’s approval or consent is required pursuant to this §7.13, Agent’s approval shall be deemed granted in the event the Agent fails to respond to the Borrower’s request within ten (10) Business Days if (A) Borrower has delivered to Agent the applicable documents, with the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN TEN (10) BUSINESS DAYS FROM RECEIPT SHALL BE DEEMED TO BE LENDER’S APPROVAL” prominently displayed in bold, all caps and fourteen (14) point or larger font in the transmittal letter requesting approval and (B) Agent does not approve or reject (with a reasonable explanation) the applicable request within ten (10) Business Days from the date Agent receives the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service (e.g., federal express) that the same has been delivered. In the event that any tenant provides a letter of credit as a security deposit or other credit support for a Lease, Borrower shall promptly notify Agent in writing and at the request of Agent shall cause such letter of credit to name Agent as the beneficiary and to be delivered to Agent, and Borrower shall execute or cause the applicable Subsidiary Guarantor to execute such other documents relating thereto as Agent may reasonably require. Notwithstanding anything herein to the contrary, beginning on the Release of Security Date and continuing at all times thereafter, the Borrower will no longer be required to comply with the terms and conditions of this §7.13.

Leases of the Property. The Borrower and each Guarantor Borrowers will give notice to the Agent of any proposed new Lease that would be with a Major Tenant within at any Mortgaged Property for the lease of space therein and shall provide to the Agent a copy of the proposed Lease 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 “Lease Notice”)request. Neither the No Borrower nor any Guarantor will lease all or any portion of a Mortgaged Property or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or (if Borrower’s or such Guarantor’s consent is required under the terms of such Lease) 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 at any Mortgaged Property without the prior written consent of the AgentAgent not to be unreasonably withheld, conditioned or delayed; provided, however, with respect to (a) any Lease which is not with a Major Tenantthat without the prior written approval of Agent, the Borrower or any Guarantor may enter into any such Lease, or a new Lease for a Mortgaged Property involving less than 1.0 mega xxxxx of critical power and the Borrower may amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or granting grant any concessions to or waive the performance of any obligations of any tenant, lessee or licensee underunder any now existing or future Lease at a Mortgaged Property involving less than 500 kilo xxxxx of critical power, any provided that such Lease, in each case in the ordinary course of business Lease is consistent with sound leasing and management practices for similar properties, and provided, further, that without the prior written approval of Agent, Borrower may (i) enter into expansions of any Lease by up to an additional 500 kilo xxxxx of critical power, (ii) expand or contract power, “so-called” cross connects, “so-called” remote hands, “so-called” interconnection services, and other similar services offered in the ordinary course of business with respect to any now existing or future Lease, and/or (iii) provide abatements or credits to any tenant, lessee or licensee in the ordinary course of business under any now existing or future Lease. The In addition, any concessions or waivers of performance already contained in Leases in place as of the Closing Date are hereby approved by Agent. If a Borrower submits to Agent a written request for approval with respect to a proposed Lease and/or any such action with respect to a Lease and Agent fails to approve or Guarantors shall furnish disapprove any such proposed Lease and/or any such action within seven (7) days after Agent receives from such Borrower such request together with a copy of the final version of such proposed Lease, as applicable, then Borrower may provide to the Agent a second written request for approval with executed copies of respect to a proposed Lease which includes the following in all Leases or amendments thereto hereafter madecapital, bolded, block letters on the first page thereof: “THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN FIVE (5) DAYS OF RECEIPT. The FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.” and if the foregoing legend is included by the Borrower or Guarantors shall deliver a Payment Direction Letter (as defined in its communication, the Cash Collateral Agreement) to each new tenant of a Lease entered into after the date hereof. To the extent the Agent’s approval or consent is required pursuant to this §7.13, Agent’s approval Agent shall be deemed granted in the event to have approved or consented to such proposed Lease and/or such action if the Agent fails to respond object to such proposed Lease and/or such action within five (5) days (without counting the day of receipt) of Agent’s receipt of such second notice. Agent agrees, upon request, to enter into a non-disturbance agreement in form and substance reasonably acceptable to the Borrower’s request within ten (10) Business Days if (A) Borrower has delivered to Agent the applicable documents, with the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN TEN (10) BUSINESS DAYS FROM RECEIPT SHALL BE DEEMED TO BE LENDER’S APPROVAL” prominently displayed in bold, all caps and fourteen (14) point or larger font in the transmittal letter requesting approval and (B) Agent does not approve or reject (with a reasonable explanation) the applicable request within ten (10) Business Days from the date Agent receives the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service (e.g., federal express) that the same has been delivered. In the event that any such tenant provides a letter of credit as a security deposit or other credit support for a Lease, Borrower shall promptly notify Agent in writing and at the request of Agent shall cause such letter of credit to name Agent as the beneficiary and to be delivered to Agent, and Borrower shall execute or cause the applicable Subsidiary Guarantor to execute such other documents relating thereto as Agent may reasonably requireand/or licensee.

Leases of the Property. The Borrower and each Guarantor will give notice to the Agent of any proposed new Lease that would be with a Major Tenant within covers 10,000 square feet or more of building floor area of any Mortgaged Property for the lease of space therein and shall provide to the Agent a copy of the proposed Lease and any and all agreements or documents related thereto, current financial information for the proposed tenant and any guarantor of the proposed Lease thereto and such other information as the Agent may reasonably request (the “Lease Notice”). Neither the Borrower nor any Guarantor will lease all or any portion of a Mortgaged Property or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or (if Borrower’s or such Guarantor’s consent is required under the terms of such Lease) 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 the Agent; provided, however, with respect to (a) any Lease which is not with covers less than 25,000 square feet of building floor area of a Major TenantMortgaged Property, the Borrower or any Guarantor may enter into any such Lease, or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or granting grant concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any such Lease, without Agent’s consent and even if Borrower or Guarantor is required to give a Lease Notice with respect to such Lease, in each case in the ordinary course of business consistent with sound leasing and management practices for similar properties. The Borrower or Guarantors shall furnish the Agent with executed copies of all Leases or amendments thereto hereafter made. The Borrower or Guarantors shall deliver a Payment Direction Letter (as defined in the Cash Collateral Agreement) to each new tenant of a Lease entered into after the date hereof. To the extent the Agent’s approval or consent is required pursuant to this §7.137.21, Agent’s approval shall be deemed granted in the event the Agent fails to respond to the Borrower’s request within ten (10) Business Days if (A) Borrower has delivered to Agent the applicable documents, with the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN TEN (10) BUSINESS DAYS FROM RECEIPT SHALL BE DEEMED TO BE LENDERAGENT’S APPROVAL” prominently displayed in bold, all caps and fourteen (14) point or larger font in the transmittal letter requesting approval and (B) Agent does not approve or reject (with a reasonable explanation) the applicable request within ten (10) Business Days days from the date Agent receives the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service (e.g., federal expressFederal Express) that the same has been delivered. In the event that any tenant provides a letter of credit as a security deposit or other credit support for a Lease, Borrower shall promptly notify Agent in writing and at Upon the request of Borrower, Agent shall cause enter into Subordination, Attornment and Non-Disturbance Agreements with tenants of a Mortgaged Property provided that both the Lease of such letter of credit to name Agent as tenant (if the beneficiary Lease does not cover less than 00,000 xxxxxx xxxx xx xxxxxxxx xxxxx xxxx) and to be delivered the Subordination, Attornment and Non-Disturbance Agreements are in form and substance reasonably satisfactory to Agent, and Borrower shall execute or cause the applicable Subsidiary Guarantor to execute such other documents relating thereto as Agent may reasonably require.

Leases of the Property. The Borrower and each Guarantor will give notice to the Agent of any proposed new Lease that would be with a Major Tenant within any Mortgaged Property for the lease of space therein and shall provide to the Agent a copy of the proposed Lease 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 “Lease Notice”). Neither the Borrower nor any Guarantor will lease all or any portion of a Mortgaged Property or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or (if Borrower’s or such Guarantor’s consent is required under the terms of such Lease) 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 the Agent; provided, however, with respect to (a) any Lease which is not with a Major Tenant, the Borrower or any Guarantor may enter into any such Lease, or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or granting concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any such Lease, in each case in the ordinary course of business consistent with sound leasing and management practices for similar properties. The Borrower or Guarantors shall furnish the Agent with executed copies of all Leases or amendments thereto hereafter made. The Borrower or Guarantors shall deliver a Payment Direction Letter (as defined in the Cash Collateral Agreement) to each new tenant of a Lease entered into after the date hereof. To the extent the Agent’s approval or consent is required pursuant to this §Section 7.13, Agent’s approval shall be deemed granted in the event the Agent fails to respond to the Borrower’s request within ten (10) Business Days if (A) Borrower has delivered to Agent the applicable documents, with the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN TEN (10) BUSINESS DAYS FROM RECEIPT SHALL BE DEEMED TO BE LENDER’S APPROVAL” prominently displayed in bold, all caps and fourteen (14) point or larger font in the transmittal letter requesting approval and (B) Agent does not approve or reject (with a reasonable explanation) the applicable request within ten (10) Business Days from the date Agent receives the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service (e.g., federal express) that the same has been delivered. In the event that any tenant provides a letter of credit as a security deposit or other credit support for a Lease, Borrower shall promptly notify Agent in writing and at the request of Agent shall cause such letter of credit to name Agent as the beneficiary and to be delivered to Agent, and Borrower shall execute or cause the applicable Subsidiary Guarantor to execute such other documents relating thereto as Agent may reasonably require.

Leases of the Property. The Borrower and each or the applicable Subsidiary Guarantor will give notice to the Agent of any proposed new Major Lease that would be with a or Major Tenant within Lender Lease at any Mortgaged Collateral Property for the lease of space therein and shall provide to the Agent a copy of the such proposed Lease and any and all material 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 “Lease Notice”)request. Neither the Borrower nor any Guarantor No Loan Party will lease all or any portion of a Mortgaged Collateral Property pursuant to a Major Lease or a Major Lender Lease or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or (if Borrower’s or such Guarantor’s consent is required under the terms of such Lease) consent to the assignment or subletting of, or grant modify any concessions to or waive the performance material economic term of any obligations of any tenant, lessee Major Lease or licensee under, any now existing or future Lease without the prior written consent of the Agent; provided, however, with respect to (a) any Lease which is not with a Major Tenant, the Borrower or any Guarantor may enter into any such Lender Lease, or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment or subletting ofof (except as specifically contemplated by any Lease which was approved subject to the terms hereof or which did not require Agent or Lender approval), or granting grant any material monetary concessions to or waive the performance of any material monetary obligations of any tenant, lessee or licensee under, any such now existing or future Major Lease or Major Lender Lease without (a) as to any Major Lease, in each case in the ordinary course prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of business consistent (i) the Agent, if such Lease involves more than 75,000 square feet but less than 200,000 square feet, (ii) the Required Lenders, if such Lease involves more than 200,000 square feet, and (b) notwithstanding clause (a) above, as to any Major Lender Lease, the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of all of the Lenders. In connection with sound leasing and management practices any request for similar properties. The Borrower or Guarantors approval with respect to a proposed Lease and/or any such action with respect to a Lease, such Loan Party shall furnish provide to the Agent with executed copies (for distribution to the Lenders, to the extent approval by the Required Lenders is required) a written request for approval of such proposed Lease and/or any such action, which written notice may include the following in all Leases 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.” and if the foregoing legend is included by such Loan Party in its communication, the Agent and all of the Lenders or amendments thereto hereafter made. The Borrower or Guarantors shall deliver a Payment Direction Letter the Required Lenders (as defined in the Cash Collateral Agreementapplicable) to each new tenant of a Lease entered into after the date hereof. To the extent the Agent’s approval or consent is required pursuant to this §7.13, Agent’s approval shall be deemed granted in the event to have approved or consented to such proposed Lease and/or such action if the Agent fails to respond object to the Borrower’s request such proposed Lease and/or such action within ten (10) Business Days if days (without counting the day of receipt) of Agent’s receipt of such written notice. Agent agrees, upon request from any applicable Loan Party, to enter into a non-disturbance agreement in form and substance reasonably acceptable to the Agent and any such tenant and/or licensee, and such Loan Party shall use its commercially reasonable efforts to provide a Subordination, Attornment and Non-Disturbance Agreement in form and substance reasonably acceptable to the Agent and any such tenant and/or licensee for any Lease in excess of the lesser of (i) 75,000 square feet or (ii) the greater of (A) Borrower has delivered to Agent twenty-five percent (25%) of the Net Rentable Operating Square Footage of the applicable documents, with the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN TEN (10) BUSINESS DAYS FROM RECEIPT SHALL BE DEEMED TO BE LENDER’S APPROVAL” prominently displayed in bold, all caps and fourteen (14) point Collateral Property or larger font in the transmittal letter requesting approval and (B) Agent does not approve or reject (with a reasonable explanation) the applicable request within ten (10) Business Days from the date Agent receives the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service (e.g., federal express) that the same has been delivered. In the event that any tenant provides a letter of credit as a security deposit or other credit support for a Lease, Borrower shall promptly notify Agent in writing and at the request of Agent shall cause such letter of credit to name Agent as the beneficiary and to be delivered to Agent, and Borrower shall execute or cause the applicable Subsidiary Guarantor to execute such other documents relating thereto as Agent may reasonably require25,000 square feet.

Leases of the Property. The Borrower and each Subsidiary Guarantor will give notice to the Agent of any proposed new Lease that would be with a Major Tenant within at any Mortgaged Property Borrowing Base Asset for the lease of space therein equal to or in excess of an amount equal to fifty percent (50%) or more of the rentable space of such Borrowing Base Asset and shall provide to the Agent a copy of the proposed Lease 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 “Lease Notice”)request. Neither the Borrower nor any Subsidiary Guarantor will will, without the prior written consent of the Agent, which consent shall not be unreasonably withheld, delayed or conditioned, (a) (i) lease all or any portion of a Mortgaged Property Borrowing Base Asset pursuant to which the tenant thereunder leases space equal to or in excess of an amount equal to fifty percent (50%) or more of the rentable space of such Borrowing Base Asset or (ii) or amend, supplement or otherwise modifymodify in a manner materially adverse to the interests of the Lenders (it being understood that, terminate without limitation, any shortening of a lease term, reduction of rents or cancelother payment obligations, granting of abatements, increasing allowances, contributions or otherwise providing economic concessions to the tenant thereunder, creating economic obligations of the landlord thereunder, increasing the landlord’s obligations or decreasing the landlord’s rights, altering the “triple net” nature of any lease, decreasing the tenant’s obligations, creating additional remedies, rights of self-help, offset, termination, co-tenancy or other similar provisions for the benefit of the tenant thereunder, or accept the surrender ofcreating rights of first offer or first refusal, or (if Borrower’s or such Guarantor’s consent is required under the terms of such Lease) consent shall be deemed to be materially adverse to the assignment or subletting of, Lenders) 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 at any Borrowing Base Asset pursuant to which the prior written consent tenant thereunder leases space equal to or in excess of an amount equal to fifty percent (50%) or more of the Agent; provided, however, with respect to (a) any Lease which is not with a Major Tenant, the Borrower or any Guarantor may enter into any rentable space of such LeaseBorrowing Base Asset, or amend, supplement or otherwise modify, (b) terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or granting concessions to or waive the performance of any obligations of new existing or future Lease at any tenant, lessee or licensee under, any such Lease, in each case in the ordinary course of business consistent with sound leasing and management practices for similar propertiesBorrowing Base Asset. The Borrower will not, and will not permit any Subsidiary Guarantor to, collect or Guarantors shall furnish accept payment of any rents, incomes, profits or revenues more than one (1) month prior to the Agent with executed copies due dates of all Leases or amendments thereto hereafter madesuch revenues. The Borrower or Guarantors shall deliver a Payment Direction Letter (as defined in the Cash Collateral Agreement) to each new tenant of a Lease entered into after the date hereof. To the extent the If Agent’s consent or approval or consent is required pursuant to this §7.13hereunder, Agent’s approval shall be deemed granted in the event the failure of Agent fails to respond to any request from the Borrower’s request Borrower within ten (10) Business Days if after Agent receives such request as evidenced by a certified mail return receipt or confirmation by a reputable overnight delivery service (Ae.g., Federal Express) that the same has been delivered shall constitute Agent’s deemed consent or approval provided that Borrower has delivered to Agent the applicable documents, with the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN TEN (10) BUSINESS DAYS FROM RECEIPT SHALL BE DEEMED TO BE LENDER’S APPROVAL” prominently displayed in bold, all caps and fourteen (14) point or larger font in the transmittal letter requesting approval and (B) Agent does such consent or approval. Notwithstanding anything to the contrary, the Borrower shall not approve or reject (be required to comply with a reasonable explanation) this §7.13 in the applicable request within event that there are at least ten (10) Business Days from Borrowing Base Assets included in the date Agent receives calculation of the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service Borrowing Base Capitalized Value Limit and such Borrowing Base Assets are contributing not less than Two Hundred Million and No/100 Dollars (e.g., federal express$200,000,000.00) that in Capitalized Value in the same has been delivered. In aggregate to the event that any tenant provides a letter of credit as a security deposit or other credit support for a Lease, Borrower shall promptly notify Agent in writing and at the request of Agent shall cause such letter of credit to name Agent as the beneficiary and to be delivered to Agent, and Borrower shall execute or cause the applicable Subsidiary Guarantor to execute such other documents relating thereto as Agent may reasonably requireBorrowing Base Capitalized Value Limit.

Leases of the Property. The Borrower and each Guarantor will give notice to the Agent of any proposed new Lease that would be with a Major Tenant within any Mortgaged Property for the lease of space therein and shall provide to the Agent a copy of the proposed Lease 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 “Lease Notice”). Neither the Borrower nor any Guarantor will without the prior written consent of the Agent, such approval to not be unreasonably withheld, (i) lease all or any portion of a Mortgaged Property or Borrowing Base Property, (ii) amend, supplement or otherwise modifymodify any Lease in a manner materially adverse to the interest of the Lenders (it being understood that, without limitation, any shortening of a lease term, reduction of rents or other payment obligations, granting of abatements, increasing allowances, contributions or otherwise providing economic concessions to the tenant thereunder, creating economic obligations of the landlord thereunder, increasing the landlord’s obligations or decreasing the landlord’s rights, altering the “triple net” or “double net” (as applicable) nature of any Lease, decreasing the Tenant’s obligations, creating additional remedies, rights of self-help, offset, termination, co-tenancy or other similar provisions for the benefit of the Tenant thereunder, or creating rights of first offer or first refusal, shall be deemed to be materially adverse to the Lenders), (iii) terminate or cancel, or accept the surrender of, or any Lease, (iv) if Borrower’s or such Guarantor’s consent is required under the terms of such Lease) consent to the assignment or subletting of, any Lease, or (v) grant any concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any now existing or future Lease. Any new Lease without shall contain customary mortgagee provisions (including the prior written consent ability of the Agent; providedlandlord to assign its interest without consent and the subordination of the Lease and the tenant’s rights thereunder to any mortgage, however, with respect deed of trust or deed to (a) any Lease which is not with a Major Tenant, the Borrower or any Guarantor may enter into any secure debt encumbering such Lease, or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or granting concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any such Lease, in each case in the ordinary course of business consistent with sound leasing and management practices for similar propertiesproperty). The Borrower or Guarantors shall furnish the Agent with executed copies of all Leases or amendments thereto hereafter made. The Borrower or Guarantors shall deliver a Payment Direction Letter (as defined in the Cash Collateral Agreement) to each new tenant of a Lease entered into after the date hereof. To the extent the Agent’s approval or consent is required pursuant to this §7.13, Agent’s approval shall be deemed granted in the event the Agent fails to respond to the Borrower’s request within ten (10) Business Days if (A) Borrower has delivered to Agent the applicable documents, with the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN TEN (10) BUSINESS DAYS FROM RECEIPT SHALL BE DEEMED TO BE LENDER’S APPROVAL” prominently displayed in bold, all caps and fourteen (14) point or larger font in the transmittal letter requesting approval and (B) Agent does not approve or reject (with a reasonable explanation) the applicable request within ten (10) Business Days from the date Agent receives the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service (e.g., federal express) that the same has been delivered. In the event that any tenant provides a letter of credit as a security deposit or other credit support for a Lease, Borrower shall promptly notify deliver to Agent in writing and at the request a copy of Agent shall cause such letter of credit any amendment to name Agent as the beneficiary and to be delivered to Agent, and Borrower shall execute or cause the applicable Subsidiary Guarantor to execute such other documents relating thereto as Agent may reasonably requirea Lease.

Leases of the Property. The Borrower will cause the Property Owner to take or cause to be taken all reasonable steps within the power of the Property Owner to market and lease the leasable area of the Mortgaged Property. Any proposed standard form of lease (a "Standard Form Lease") to be used by the Property Owner in connection with the Mortgaged Property shall be submitted to and approved by the Agent in its reasonable discretion prior to its submission to any proposed tenant, and the Borrower will cause the Property Owner to make such amendments, modifications or additions thereto as may be reasonably required by the Agent. As used herein, "Leasing Parameters" means leasing parameters for the Mortgaged Property approved by the Agent from time to time in its reasonable discretion. Leasing Parameters shall include, without limitation, the minimum and maximum term, the minimum rent, tax and operating stops, tenant standard improvements, tenant allowances and other tenant inducements and leasing commissions, and shall be submitted to and approved by the Agent prior to the commencement of each Guarantor will give notice calendar year during the term of the Loans in connection with the approval of the Budget. So long as any Lease covers less than 85,000 square feet of the Mortgaged Property, is a bona fide arm's length lease with a party unaffiliated with the Property Owner, the Borrower, the Guarantor, the Managing Member or any Additional Pledgor, falls within the Leasing Parameters and is on the Standard Form Lease (without material modification or addition), the Property Owner shall be entitled to enter into such Lease without any approval of such lease by the Agent. Each other Lease shall be submitted to the Agent of any proposed new for approval, which approval shall not be unreasonably withheld, conditioned or delayed. Any such Lease that would be with a Major Tenant within any Mortgaged Property for the lease of space therein and shall provide submitted to the Agent a copy of the proposed Lease 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 “Lease Notice”). Neither the Borrower nor any Guarantor will lease all or any portion of a Mortgaged Property or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or (if Borrower’s or such Guarantor’s consent is required under the terms of such Lease) 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 the Agent; provided, however, with respect to (a) any Lease which is not with a Major Tenant, the Borrower or any Guarantor may enter into any such Lease, or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or granting concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any such Lease, in each case in the ordinary course of business consistent with sound leasing and management practices for similar properties. The Borrower or Guarantors shall furnish the Agent with executed copies of all Leases or amendments thereto hereafter made. The Borrower or Guarantors shall deliver a Payment Direction Letter (as defined in the Cash Collateral Agreement) to each new tenant of a Lease entered into after the date hereof. To the extent the Agent’s approval or consent is required pursuant to this §7.13, Agent’s approval shall be deemed granted in the event approved by the Agent fails to respond unless the Agent expressly disapproves the same by written notice delivered to the Borrower’s request Borrower (which shall state the reasons for disapproval) within ten (10) Business Days if (A) after the date of the delivery of such Lease to the Agent for approval and all other information reasonably requested by the Agent in order to make such determination. If any Lease submitted to the Agent for approval covers more than 85,000 square feet of the Mortgaged Property, the request to the Agent for approval must be accompanied by any financial statement or statements obtained by the Borrower has with respect to the proposed tenant. The Agent shall have the right, and the Borrower hereby authorizes the Agent, to communicate directly with any tenant under a Lease to verify any information delivered to the Agent by the applicable documents, with the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN TEN (10) BUSINESS DAYS FROM RECEIPT SHALL BE DEEMED TO BE LENDER’S APPROVAL” prominently displayed in bold, all caps and fourteen (14) point Borrower concerning such tenant or larger font in the transmittal letter requesting approval and (B) Agent does not approve or reject (with a reasonable explanation) the applicable request within ten (10) Business Days from the date Agent receives the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service (e.g., federal express) that the same has been delivered. In the event that any tenant provides a letter of credit as a security deposit or other credit support for a such tenant's Lease, Borrower shall promptly notify Agent in writing and at the request of Agent shall cause such letter of credit to name Agent as the beneficiary and to be delivered to Agent, and Borrower shall execute or cause the applicable Subsidiary Guarantor to execute such other documents relating thereto as Agent may reasonably require.

Leases of the Property. The Borrower and each Guarantor will give notice to the Agent of any proposed new Lease that would be with a Major Tenant within any Mortgaged Property for the lease of space therein and shall provide to the Agent a copy of the proposed Lease 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 “Lease Notice”). Neither the Borrower nor any Guarantor will lease all or any portion of a Mortgaged Property or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or (if Borrower’s or such Guarantor’s consent is required under the terms of such Lease) 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 the Agent; provided, however, with respect to (a) any Lease which is not with a Major Tenant, the Borrower or any Guarantor may enter into any such Lease, or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or granting concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any such Lease, in each case in the ordinary course of business consistent with sound leasing and management practices for similar properties. The Borrower or Guarantors shall furnish the Agent with executed copies of all Leases or amendments thereto hereafter made. The Borrower or Guarantors shall deliver a Payment Direction Letter (as defined in the Cash Collateral Agreement) to each new tenant of a Lease entered into after the date hereof. To the extent the Agent’s approval or consent is required pursuant to this §7.13, Agent’s approval shall be deemed granted in the event the Agent fails to respond to the Borrower’s request within ten (10) Business Days if (A) Borrower has delivered to Agent the applicable documents, with the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN TEN (10) BUSINESS DAYS FROM RECEIPT SHALL BE DEEMED TO BE LENDER’S APPROVAL” prominently displayed in bold, all caps and fourteen (14) point or larger font in the transmittal letter requesting approval and (B) Agent does not approve or reject (with a reasonable explanation) the applicable request within ten (10) Business Days from the date Agent receives the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service (e.g., federal express) that the same has been delivered. In the event that any tenant provides a letter of credit as a security deposit or other credit support for a Lease, Borrower shall promptly notify Agent in writing and at the request of Agent shall cause such letter of credit to name Agent as the beneficiary and to be delivered to Agent, and Borrower shall execute or cause the applicable Subsidiary Guarantor to execute such other documents relating thereto as Agent may reasonably require.

Leases of the Property. The Borrower and each Guarantor will give notice to the Agent of any proposed new Lease that would be with a Major Tenant within any Mortgaged Property for the lease of space therein and shall provide to the Agent a copy of the proposed Lease 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 “Lease Notice”). Neither the Borrower nor any Guarantor will lease without the prior written consent of the Agent, such approval to not be unreasonably withheld, (i) enter into a new Lease of all or any portion of a Mortgaged Borrowing Base Property or (other than with respect to the Leases of boat slips at the Borrowing Base Properties located at 000 Xxxx Xxxx, Xxxxxxxx, Xxxxxxxx and 000 Xxxxx Xxxxx, Xxx Xxxxx, Xxxxxxx), (ii) amend, supplement or otherwise modifymodify any Lease in a manner materially adverse to the interest of the Lenders (it being understood that, without limitation, any shortening of a lease term, reduction of rents or other payment obligations, granting of abatements, increasing allowances, contributions or otherwise providing economic concessions to the tenant hereunder, creating economic obligations of the landlord thereunder, increasing the landlord’s obligations or decreasing the landlord’s rights, altering the “triple net” or “double net” (as applicable) nature of any Lease, decreasing the tenant’s obligations, creating additional remedies, rights of self-help, offset, termination, co-tenancy or other similar provisions for the benefit of the tenant thereunder, or creating rights of first offer or first refusal, shall be deemed to be materially adverse to the Lenders), (iii) terminate or cancel, or accept the surrender of, or any Lease, (iv) if Borrower’s or such Guarantor’s consent is required under the terms of such Lease) consent to the assignment or subletting of, any Lease, or (v) grant any concessions to or waive the performance of any material obligations of any tenant, lessee or licensee under, any now existing or future Lease. Agent consents to Borrower or the applicable Guarantor pursuing remedies against the tenant under the West Virginia Lease without and terminating the prior written consent West Virginia Lease, provided that, as provided above in this §7.12, any new Lease shall be subject to the approval of Agent, such approval to not be unreasonably withheld. The Lenders acknowledge that the Agent; provided, however, existence of defaults under the West Virginia Lease in and of themselves shall not be a Default or Event of Default. Any new Lease (other than with respect to the Leases of boat slips at the Borrowing Base Properties located at 000 Xxxx Xxxx, Xxxxxxxx, Xxxxxxxx and 000 Xxxxx Xxxxx, Xxx Xxxxx, Xxxxxxx)Xxx new Lease shall contain customary mortgagee provisions (a) including the ability of the landlord to assign its interest without consent and the subordination of the Lease and the tenant’s rights thereunder to any Lease which is not with a Major Tenantmortgage, the Borrower deed of trust or any Guarantor may enter into any deed to secure debt encumbering such Lease, or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or granting concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any such Lease, in each case in the ordinary course of business consistent with sound leasing and management practices for similar propertiesproperty). The Borrower or Guarantors shall furnish the Agent with executed copies of all Leases or amendments thereto hereafter made. The Borrower or Guarantors shall deliver a Payment Direction Letter (as defined in the Cash Collateral Agreement) to each new tenant of a Lease entered into after the date hereof. To the extent the Agent’s approval or consent is required pursuant to this §7.13, Agent’s approval shall be deemed granted in the event the Agent fails to respond to the Borrower’s request within ten (10) Business Days if (A) Borrower has delivered to Agent the applicable documents, with the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN TEN (10) BUSINESS DAYS FROM RECEIPT SHALL BE DEEMED TO BE LENDER’S APPROVAL” prominently displayed in bold, all caps and fourteen (14) point or larger font in the transmittal letter requesting approval and (B) Agent does not approve or reject (with a reasonable explanation) the applicable request within ten (10) Business Days from the date Agent receives the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service (e.g., federal express) that the same has been delivered. In the event that any tenant provides a letter of credit as a security deposit or other credit support for a Lease, Borrower shall promptly notify deliver to Agent in writing and a copy of any amendment to a Lease (other than with respect to the Leases of boat slips at the request of Agent shall cause such letter of credit to name Agent as the beneficiary Borrowing Base Properties located at 000 Xxxx Xxxx, Xxxxxxxx, Xxxxxxxx and to be delivered to Agent000 Xxxxx Xxxxx, and Borrower shall execute or cause the applicable Subsidiary Guarantor to execute such other documents relating thereto as Agent may reasonably requireXxx Xxxxx, Xxxxxxx).

Leases of the Property. The Borrower and each Guarantor will give notice to the Agent of any proposed new Major Lease that would be with a or Major Tenant within Lender Lease at any Mortgaged Collateral Property for the lease of space therein and shall provide to the Agent a copy of the such proposed Lease and any and all material 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 “Lease Notice”)request. Neither the Borrower nor any Guarantor No Loan Party will lease all or any portion of a Mortgaged Collateral Property pursuant to a Major Lease of a Major Lender Lease or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or (if Borrower’s or such Guarantor’s consent is required under the terms of such Lease) consent to the assignment or subletting of, or grant modify any concessions to or waive the performance material economic term of any obligations of any tenant, lessee Major Lease or licensee under, any now existing or future Lease without the prior written consent of the Agent; provided, however, with respect to (a) any Lease which is not with a Major Tenant, the Borrower or any Guarantor may enter into any such Lender Lease, or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or granting grant any material monetary concessions to or waive the performance of any material monetary obligations of any tenant, lessee or licensee under, any now existing or future Major Lease or Major Lender Lease without the prior written consent (such Leaseconsent not to be unreasonably withheld, in each case in conditioned or delayed) of the ordinary course of business consistent Agent. If the Borrower submits to Agent a written request for approval with sound leasing and management practices for similar properties. The Borrower or Guarantors shall furnish the Agent respect to a proposed Lease and/or any such action with executed copies of all Leases or amendments thereto hereafter made. The Borrower or Guarantors shall deliver a Payment Direction Letter (as defined in the Cash Collateral Agreement) respect to each new tenant of a Lease entered into after the date hereof. To the extent the Agent’s approval or consent is required pursuant to this §7.13, Agent’s approval shall be deemed granted in the event the and Agent fails to respond to the Borrower’s request approve or disapprove any such proposed Lease and/or any such action within ten (10) Business Days if (A) days after Agent receives from the Borrower has delivered such request together with a copy of the final version of such proposed Lease, as applicable, then the Borrower may provide to the Agent a second written request for approval with respect to a proposed Lease which includes the applicable documentsfollowing in all capital, with bolded, block letters on the notation first page thereof: “IMMEDIATE THE FOLLOWING REQUEST REQUIRES A RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN TEN (10) BUSINESS DAYS FROM RECEIPT SHALL OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED TO BE LENDER’S APPROVALAN APPROVAL OF THE REQUEST.” prominently displayed and if the foregoing legend is included by the Borrower in boldits communication, all caps and fourteen (14) point the Agent shall be deemed to have approved or larger font in consented to such proposed Lease and/or such action if the transmittal letter requesting approval and (B) Agent does not approve or reject (with a reasonable explanation) the applicable request fails to object to such proposed Lease and/or such action within ten (10) Business Days from days (without counting the date day of receipt) of Agent’s receipt of such second notice. Borrower shall cause each Major Tenant, to enter into a non-disturbance agreement in form and substance reasonably acceptable to the Agent receives and such Major Tenant with respect to each Major Lease, and Agent agrees, upon request, to enter into a non-disturbance agreement in form and substance reasonably acceptable to the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service (e.g., federal express) that the same has been delivered. In the event that Agent and any tenant provides a letter of credit as a security deposit or other credit support for a Leaseand/or licensee, and the Borrower shall promptly notify Agent use its commercially reasonable efforts to provide a Subordination, Non-Distrubance and Attornment Agreement in writing form and at substance reasonably acceptable to the request of Agent shall cause such letter of credit to name Agent as the beneficiary and to be delivered to Agent, and Borrower shall execute or cause the applicable Subsidiary Guarantor to execute such other documents relating thereto as Agent may reasonably require.

Leases of the Property. The Borrower and each Guarantor will give notice to the Agent of any proposed new Major Lease that would be with a or Major Tenant within Lender Lease at any Mortgaged Collateral Property for the lease of space therein and shall provide to the Agent a copy of the such proposed Lease and any and all material 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 “Lease Notice”)request. Neither the Borrower nor any Guarantor No Loan Party will lease all or any portion of a Mortgaged Collateral Property pursuant to a Major Lease of a Major Lender Lease or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or (if Borrower’s or such Guarantor’s consent is required under the terms of such Lease) consent to the assignment or subletting of, or grant modify any concessions to or waive the performance material economic term of any obligations of any tenant, lessee Major Lease or licensee under, any now existing or future Lease without the prior written consent of the Agent; provided, however, with respect to (a) any Lease which is not with a Major Tenant, the Borrower or any Guarantor may enter into any such Lender Lease, or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or granting grant any material monetary concessions to or waive the performance of any material monetary obligations of any tenant, lessee or licensee under, any now existing or future Major Lease or Major Lender Lease without the prior written consent (such Leaseconsent not to be unreasonably withheld, in each case in conditioned or delayed) of the ordinary course of business consistent Agent. If the Borrower submits to Agent a written request for approval with sound leasing and management practices for similar properties. The Borrower or Guarantors shall furnish the Agent respect to a proposed Lease and/or any such action with executed copies of all Leases or amendments thereto hereafter made. The Borrower or Guarantors shall deliver a Payment Direction Letter (as defined in the Cash Collateral Agreement) respect to each new tenant of a Lease entered into after the date hereof. To the extent the Agent’s approval or consent is required pursuant to this §7.13, Agent’s approval shall be deemed granted in the event the and Agent fails to respond to the Borrower’s request approve or disapprove any such proposed Lease and/or any such action within ten (10) Business Days if (A) days after Agent receives from the Borrower has delivered such request together with a copy of the final version of such proposed Lease, as applicable, then the Borrower may provide to the Agent a second written request for approval with respect to a proposed Lease which includes the applicable documentsfollowing in all capital, with bolded, block letters on the notation first page thereof: “IMMEDIATE THE FOLLOWING REQUEST REQUIRES A RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN TEN (10) BUSINESS DAYS FROM RECEIPT SHALL OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED TO BE LENDER’S APPROVALAN APPROVAL OF THE REQUEST.” prominently displayed and if the foregoing legend is included by the Borrower in boldits communication, all caps and fourteen (14) point the Agent shall be deemed to have approved or larger font in consented to such proposed Lease and/or such action if the transmittal letter requesting approval and (B) Agent does not approve or reject (with a reasonable explanation) the applicable request fails to object to such proposed Lease and/or such action within ten (10) Business Days from days (without counting the date day of receipt) of Agent’s receipt of such second notice. Borrower shall cause each Major Tenant, to enter into a non-disturbance agreement in form and substance reasonably acceptable to the Agent receives and such Major Tenant with respect to each Major Lease, and Agent agrees, upon request, to enter into a non-disturbance agreement in form and substance reasonably acceptable to the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service (e.g., federal express) that the same has been delivered. In the event that Agent and any tenant provides a letter of credit as a security deposit or other credit support for a Leaseand/or licensee, and the Borrower shall promptly notify Agent use its commercially reasonable efforts to provide a Subordination, Non-Disturbance and Attornment Agreement in writing form and at substance reasonably acceptable to the request of Agent shall cause such letter of credit to name Agent as the beneficiary and to be delivered to Agent, and Borrower shall execute or cause the applicable Subsidiary Guarantor to execute such other documents relating thereto as Agent may reasonably require.

Leases of the Property. The Borrower and each Guarantor will give notice to the Agent of any proposed new Lease that would be with a Major Tenant within covers 25,000 square feet or more of any Mortgaged Property for the lease of space therein and shall provide to the Agent a copy of the proposed Lease 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 “Lease Notice”). Neither the Borrower nor any Guarantor will lease all or any portion of a Mortgaged Property or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or (if Borrower’s or such Guarantor’s consent is required under the terms of such Lease) 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 the Agent; provided, however, with respect to (a) any Lease which is not with covers less than 25,000 square feet of a Major TenantMortgaged Property, the Borrower or any Guarantor may enter into any such Lease, or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or granting concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any such Lease, in each case in the ordinary course of business consistent with sound leasing and management practices for similar properties. The Borrower or Guarantors shall furnish the Agent with executed copies of all Leases or amendments thereto hereafter made. The Borrower or Guarantors shall deliver a Payment Direction Letter (as defined in the Cash Collateral Agreement) to each new tenant of a Lease entered into after the date hereof. To the extent the Agent’s approval or consent is required pursuant to this §Section 7.13, Agent’s approval shall be deemed granted in the event the Agent fails to respond to the Borrower’s request within ten (10) Business Days if (A) Borrower has delivered to Agent the applicable documents, with the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN TEN (10) BUSINESS DAYS FROM RECEIPT SHALL BE DEEMED TO BE LENDER’S APPROVAL” prominently displayed in bold, all caps and fourteen (14) point or larger font in the transmittal letter requesting approval and (B) Agent does not approve or reject (with a reasonable explanation) the applicable request within ten (10) Business Days from the date Agent receives the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service (e.g., federal express) that the same has been delivered. In the event that any tenant provides a letter of credit as a security deposit or other credit support for a Lease, Borrower shall promptly notify Agent in writing and at the request of Agent shall cause such letter of credit to name Agent as the beneficiary and to be delivered to Agent, and Borrower shall execute or cause the applicable Subsidiary Guarantor to execute such other documents relating thereto as Agent may reasonably require.

Leases of the Property. The Borrower and each Guarantor will give notice to the Agent of any proposed new Lease that would be with a Major Tenant within any Mortgaged Pool Property for the lease of space therein and shall provide to the Agent a copy of the proposed Lease 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 “Lease Notice”). Neither the Borrower nor any Guarantor will lease all or any portion of a Mortgaged Pool Property or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or (if Borrower’s or such Guarantor’s consent is required under the terms of such Lease) 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 the Agent; provided, however, with respect to (a) any Lease which is not with a Major Tenant, the Borrower or any Guarantor may enter into any such Lease, or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or granting concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any such Lease, in each case in the ordinary course of business consistent with sound leasing and management practices for similar properties. The Borrower or Guarantors shall furnish the Agent with executed copies of all Leases or amendments thereto hereafter made. The Borrower or Guarantors shall deliver a Payment Direction Letter (as defined in the Cash Collateral Agreement) to each new tenant of a Lease entered into after the date hereof. To the extent the Agent’s approval or consent is required pursuant to this §7.13, Agent’s approval shall be deemed granted in the event the Agent fails to respond to the Borrower’s request within ten (10) Business Days if (A) Borrower has delivered to Agent the applicable documents, with the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN TEN (10) BUSINESS DAYS FROM RECEIPT SHALL BE DEEMED TO BE LENDER’S APPROVAL” prominently displayed in bold, all caps and fourteen (14) point or larger font in the transmittal letter requesting approval and (B) Agent does not approve or reject (with a reasonable explanation) the applicable request within ten (10) Business Days from the date Agent receives the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service (e.g., federal express) that the same has been delivered. In the event that any tenant provides a letter of credit as a security deposit or other credit support for a Lease, Borrower shall promptly notify Agent in writing and at the request of Agent shall cause such letter of credit to name Agent as the beneficiary and to be delivered to Agent, and Borrower shall execute or cause the applicable Subsidiary Guarantor to execute such other documents relating thereto as Agent may reasonably require.within

Leases of the Property. The Borrower and each Guarantor will give notice to the Agent of any proposed new Lease that would be with a Major Tenant within any Mortgaged Property for the lease of space therein and shall provide to the Agent a copy of the proposed Lease 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 “Lease Notice”). Neither the Borrower nor any Guarantor will lease without the prior written consent of the Agent, such approval to not be unreasonably withheld, (i) enter into a new Lease of all or any portion of a Mortgaged Borrowing Base Property or (other than with respect to the Leases of boat slips at the Borrowing Base Properties located at 000 Xxxx Xxxx, Xxxxxxxx, Xxxxxxxx and 000 Xxxxx Xxxxx, Xxx Xxxxx, Xxxxxxx), (ii) amend, supplement or otherwise modifymodify any Lease in a manner materially adverse to the interest of the Lenders (it being understood that, without limitation, any shortening of a lease term, reduction of rents or other payment obligations, granting of abatements, increasing allowances, contributions or otherwise providing economic concessions to the tenant hereunder, creating economic obligations of the landlord thereunder, increasing the landlord’s obligations or decreasing the landlord’s rights, altering the “triple net” or “double net” (as applicable) nature of any Lease, decreasing the tenant’s obligations, creating additional remedies, rights of self-help, offset, termination, co-tenancy or other similar provisions for the benefit of the tenant thereunder, or creating rights of first offer or first refusal, shall be deemed to be materially adverse to the Lenders), (iii) terminate or cancel, or accept the surrender of, or any Lease, (iv) if Borrower’s or such Guarantor’s consent is required under the terms of such Lease) consent to the assignment or subletting of, any Lease, or (v) grant any concessions to or waive the performance of any material obligations of any tenant, lessee or licensee under, any now existing or future Lease. Agent consents to Borrower or the applicable Guarantor pursuing remedies against the tenant under the West Virginia Lease without and terminating the prior written consent West Virginia Lease, provided that, as provided above in this §7.12, any new Lease shall be subject to the approval of Agent, such approval to not be unreasonably withheld. The Lenders acknowledge that the Agent; provided, however, existence of defaults under the West Virginia Lease in and of themselves shall not be a Default or Event of Default. Any new Lease (other than with respect to the Leases of boat slips at the Borrowing Base Properties located at 000 Xxxx Xxxx, Xxxxxxxx, Xxxxxxxx and 000 Xxxxx Xxxxx, Xxx Xxxxx, Xxxxxxx) shall contain customary mortgagee provisions (a) including the ability of the landlord to assign its interest without consent and the subordination of the Lease and the tenant’s rights thereunder to any Lease which is not with a Major Tenantmortgage, the Borrower deed of trust or any Guarantor may enter into any deed to secure debt encumbering such Lease, or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or granting concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any such Lease, in each case in the ordinary course of business consistent with sound leasing and management practices for similar propertiesproperty). The Borrower or Guarantors shall furnish the Agent with executed copies of all Leases or amendments thereto hereafter made. The Borrower or Guarantors shall deliver a Payment Direction Letter (as defined in the Cash Collateral Agreement) to each new tenant of a Lease entered into after the date hereof. To the extent the Agent’s approval or consent is required pursuant to this §7.13, Agent’s approval shall be deemed granted in the event the Agent fails to respond to the Borrower’s request within ten (10) Business Days if (A) Borrower has delivered to Agent the applicable documents, with the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN TEN (10) BUSINESS DAYS FROM RECEIPT SHALL BE DEEMED TO BE LENDER’S APPROVAL” prominently displayed in bold, all caps and fourteen (14) point or larger font in the transmittal letter requesting approval and (B) Agent does not approve or reject (with a reasonable explanation) the applicable request within ten (10) Business Days from the date Agent receives the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service (e.g., federal express) that the same has been delivered. In the event that any tenant provides a letter of credit as a security deposit or other credit support for a Lease, Borrower shall promptly notify deliver to Agent in writing and a copy of any amendment to a Lease (other than with respect to the Leases of boat slips at the request of Agent shall cause such letter of credit to name Agent as the beneficiary Borrowing Base Properties located at 000 Xxxx Xxxx, Xxxxxxxx, Xxxxxxxx and to be delivered to Agent000 Xxxxx Xxxxx, and Borrower shall execute or cause the applicable Subsidiary Guarantor to execute such other documents relating thereto as Agent may reasonably requireXxx Xxxxx, Xxxxxxx).

Leases of the Property. Subject to the requirements of this §7.13, the Borrowers and the Subsidiary Guarantors shall provide the Agent with a copy of each new Lease within five (5) Business Days of execution. The Borrower and each Guarantor Borrowers or the Subsidiary Guarantors will give notice to the Agent of any proposed new Lease that would be with a Major Tenant within at any Mortgaged Collateral Property for the lease of space therein for a new Lease in excess of 20,000 square feet and shall provide to the Agent a copy of the such proposed Lease 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 “Lease Notice”)request. Neither the No Borrower nor any Guarantor will lease all or any portion of a Mortgaged Collateral Property or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or (if Borrower’s or such Guarantor’s consent is required under the terms of such Lease) consent to the assignment or subletting of, or grant modify any concessions to or waive the performance material economic term of any obligations Lease in excess of any tenant, lessee or licensee under, any now existing or future Lease without the prior written consent of the Agent; provided, however, with respect to (a) any Lease which is not with a Major Tenant, the Borrower or any Guarantor may enter into any such Lease, or amend, supplement or otherwise modify20,000 square feet, terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or granting grant any material monetary concessions to or waive the performance of any material monetary obligations of any tenant, lessee or licensee under, any now existing or future Lease at any Collateral Property in excess of 20,000 square feet without (a) the prior written consent of the Agent, such Leaseconsent not to be unreasonably withheld, in each case in conditioned or delayed, if such Lease involves more than 20,000 square feet but less than 50,000 square feet, and (b) the ordinary course prior written consent of business consistent with sound leasing and management practices for similar propertiesthe Majority Lenders, such consent not to be unreasonably withheld, conditioned or delayed, if such Lease involves more than 50,000 square feet. The provisions of this Section 7.13 shall not be applicable to any Lease of less than 20,000 square feet. If a Borrower or Guarantors shall furnish the submits to Agent a written request for approval with executed copies of all Leases or amendments thereto hereafter made. The Borrower or Guarantors shall deliver respect to a Payment Direction Letter (as defined in the Cash Collateral Agreement) proposed Lease and/or any such action with respect to each new tenant of a Lease entered into after and Agent or the date hereof. To the extent the Agent’s approval Majority Lenders, as applicable, fail to approve or consent is required pursuant to this §7.13, Agent’s approval shall be deemed granted in the event the Agent fails to respond to the Borrower’s request disapprove any such proposed Lease and/or any such action within ten (10) Business Days if (A) days after Agent receives from such Borrower has delivered such request together with a copy of the final version of such proposed Lease, as applicable, then Borrower may provide to the Agent a second written request for approval with respect to a proposed Lease which includes the applicable documentsfollowing in all capital, with bolded, block letters on the notation first page thereof: “IMMEDIATE THE FOLLOWING REQUEST REQUIRES A RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN TEN (10) BUSINESS DAYS FROM RECEIPT SHALL OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED TO BE LENDER’S APPROVALAN APPROVAL OF THE REQUEST.” prominently displayed and if the foregoing legend is included by the Borrower in boldits communication, all caps and fourteen (14) point the Agent or larger font in the transmittal letter requesting approval and (B) Majority Lenders shall be deemed to have approved or consented to such proposed Lease and/or such action if the Agent does not approve or reject (with a reasonable explanation) the applicable request fails to object to such proposed Lease and/or such action within ten (10) Business Days from days (without counting the date day of receipt) of Agent’s receipt of such second notice. Agent receives agrees, upon request, to enter into a non-disturbance agreement in form and substance reasonably acceptable to the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service (e.g., federal express) that the same has been delivered. In the event that Agent and any such tenant provides a letter of credit as a security deposit or other credit support for a Lease, Borrower shall promptly notify Agent in writing and at the request of Agent shall cause such letter of credit to name Agent as the beneficiary and to be delivered to Agentand/or licensee, and Borrower shall execute or cause use its best efforts to provide a non-disturbance agreement in form and substance reasonably acceptable to the applicable Subsidiary Guarantor to execute Agent and any such other documents relating thereto as Agent may reasonably requiretenant and/or licensee for any Lease in excess of 20,000 square feet.

Leases of the Property. The Borrower and each Subsidiary Guarantor will give notice to the Agent of any proposed new Major Lease that would be with a Major Tenant within at any Mortgaged Property for the lease of space therein and shall provide to the Agent a copy of the proposed Major Lease and any and all agreements or documents related thereto, current financial information for the proposed tenant and any guarantor of the proposed Major Lease and such other information as the Agent may reasonably request (the “Lease Notice”)request. Neither the Borrower nor any Subsidiary Guarantor will (a) lease all or any portion of a Mortgaged Property or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or (if Borrower’s or such Guarantor’s consent is required under the terms of such Lease) consent to the assignment or subletting of, modify or grant any concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any now existing or future Major Lease without the prior written consent of the Agent; provided, however, with respect to (a) at any Lease which is not with a Major Tenant, the Borrower or any Guarantor may enter into any such LeaseMortgaged Property, or amend, supplement or otherwise modify, (b) terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or granting concessions to or waive the performance of any obligations existing or future Major Lease at any Mortgaged Property, without the prior written consent of any tenantthe Agent, lessee which consent shall not be unreasonably withheld, delayed or licensee under, any such Lease, in each case in the ordinary course of business consistent with sound leasing and management practices for similar properties. The Borrower or Guarantors shall furnish the Agent with executed copies of all Leases or amendments thereto hereafter made. The Borrower or Guarantors shall deliver a Payment Direction Letter (as defined in the Cash Collateral Agreement) to each new tenant of a Lease entered into after the date hereofconditioned. To the extent the Agent’s approval or consent is required pursuant to this §7.13, Agent’s approval shall be deemed granted in the event the Agent fails to respond to the Borrower’s request within ten (10) Business Days if (A) Borrower has delivered to Agent and Agent’s Special Counsel the applicable documents, with the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN TEN (10) BUSINESS DAYS FROM RECEIPT SHALL BE DEEMED TO BE LENDER’S APPROVAL” prominently displayed in bold, all caps and fourteen (14) point or larger font in the transmittal letter requesting approval and (B) Agent does not approve or reject (with a reasonable explanation) the applicable request within ten (10) Business Days from the date Agent and Agent’s Special Counsel receives the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service (e.g., federal expressFederal Express) that the same has been delivered. In the event that any tenant provides a letter of credit as a security deposit or other credit support for a Lease, Borrower shall promptly notify Agent in writing and at the request of Agent shall cause such letter of credit to name Agent as the beneficiary and to be delivered to Agent, and Borrower shall execute or cause the applicable Subsidiary Guarantor to execute such other documents relating thereto as Agent may reasonably require.

Leases of the Property. Subject to the requirements of this §7.13, the Borrowers and the Subsidiary Guarantors shall provide the Agent with a copy of each new Lease within five (5) Business Days of execution. The Borrower and each Guarantor Borrowers or the Subsidiary Guarantors will give notice to the Agent of any proposed new Lease that would be with a Major Tenant within at any Mortgaged Collateral Property for the lease of space therein for a new Lease in excess of 15,000 square feet and shall provide to the Agent a copy of the such proposed Lease 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 “Lease Notice”)request. Neither the No Borrower nor any Guarantor will lease all or any portion of a Mortgaged Collateral Property or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or (if Borrower’s or such Guarantor’s consent is required under the terms of such Lease) consent to the assignment or subletting of, or grant modify any concessions to or waive the performance material economic term of any obligations Lease in excess of any tenant, lessee or licensee under, any now existing or future Lease without the prior written consent of the Agent; provided, however, with respect to (a) any Lease which is not with a Major Tenant, the Borrower or any Guarantor may enter into any such Lease, or amend, supplement or otherwise modify15,000 square feet, terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or granting grant any material monetary concessions to or waive the performance of any material monetary obligations of any tenant, lessee or licensee under, any now existing or future Lease at any Collateral Property in excess of 15,000 square feet without (a) the prior written consent of the Agent, such Leaseconsent not to be unreasonably withheld, in each case in conditioned or delayed, if such Lease involves more than 15,000 square feet but less than 30,000 square feet, and (b) the ordinary course prior written consent of business consistent with sound leasing and management practices for similar propertiesthe Majority Lenders, such consent not to be unreasonably withheld, conditioned or delayed, if such Lease involves more than 30,000 square feet. The provisions of this Section 7.13 shall not be applicable to any Lease of less than 15,000 square feet. If a Borrower or Guarantors shall furnish the submits to Agent a written request for approval with executed copies of all Leases or amendments thereto hereafter made. The Borrower or Guarantors shall deliver respect to a Payment Direction Letter (as defined in the Cash Collateral Agreement) proposed Lease and/or any such action with respect to each new tenant of a Lease entered into after and Agent or the date hereof. To the extent the Agent’s approval Majority Lenders, as applicable, fail to approve or consent is required pursuant to this §7.13, Agent’s approval shall be deemed granted in the event the Agent fails to respond to the Borrower’s request disapprove any such proposed Lease and/or any such action within ten (10) Business Days if (A) days after Agent receives from such Borrower has delivered such request together with a copy of the final version of such proposed Lease, as applicable, then Borrower may provide to the Agent a second written request for approval with respect to a proposed Lease which includes the applicable documentsfollowing in all capital, with bolded, block letters on the notation first page thereof: “IMMEDIATE THE FOLLOWING REQUEST REQUIRES A RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN TEN (10) BUSINESS DAYS FROM RECEIPT SHALL OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED TO BE LENDER’S APPROVALAN APPROVAL OF THE REQUEST.” prominently displayed and if the foregoing legend is included by the Borrower in boldits communication, all caps and fourteen (14) point the Agent or larger font in the transmittal letter requesting approval and (B) Majority Lenders shall be deemed to have approved or consented to such proposed Lease and/or such action if the Agent does not approve or reject (with a reasonable explanation) the applicable request fails to object to such proposed Lease and/or such action within ten (10) Business Days from days (without counting the date day of receipt) of Agent’s receipt of such second notice. Agent receives agrees, upon request, to enter into a non-disturbance agreement in form and substance reasonably acceptable to the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service (e.g., federal express) that the same has been delivered. In the event that Agent and any such tenant provides a letter of credit as a security deposit or other credit support for a Lease, Borrower shall promptly notify Agent in writing and at the request of Agent shall cause such letter of credit to name Agent as the beneficiary and to be delivered to Agentand/or licensee, and Borrower shall execute or cause use its best efforts to provide a non-disturbance agreement in form and substance reasonably acceptable to the applicable Subsidiary Guarantor to execute Agent and any such other documents relating thereto as Agent may reasonably requiretenant and/or licensee for any Lease in excess of 15,000 square feet.

Leases of the Property. The Borrower and each Guarantor will give notice to the Agent of any proposed new Lease that would be with a Major Tenant within any Mortgaged Property for the lease of space therein and shall provide to the Agent a copy of the proposed Lease 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 “Lease Notice”). Neither the Borrower Borrower, REA nor any Guarantor will lease all or any portion of a Mortgaged Property or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or (if Borrower’s or such Guarantor’s consent is required under the terms of such Lease) 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 the Agent; provided, however, with respect to (a) any Lease which is not with a Major Tenantcovers less than the lesser of 20,000 square feet or five percent (5%) of the aggregate Net Rentable Area of the Mortgaged Properties, the Borrower Borrower, REA or any Guarantor may enter into any such Lease, or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or granting concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, under any such Lease, in each case Lease in the ordinary course of business consistent with sound leasing and management practices for similar properties. The Borrower or Guarantors Borrower, at the Agent's request, shall furnish the Agent with executed copies of all Leases or amendments thereto hereafter made. The Borrower or Guarantors shall deliver a Payment Direction Letter (as defined in the Cash Collateral Agreement) to each new tenant of a Lease entered into after Within 30 days from the date hereof, the Borrower will submit to the Agent a form lease for use for office properties and a form lease for industrial properties (collectively, the "Form Lease") for the Mortgaged Properties, which shall be reasonably satisfactory to the Agent and shall thereafter be utilized in connection with all leasing of space at the Mortgaged Properties. To the extent Upon the Agent’s 's request, the Borrower, REA and each Guarantor shall make a separate and distinct assignment to the Agent as additional security, of all Leases hereafter made. Notwithstanding the foregoing, following the Agent's approval of the "Leasing Parameters" (as hereinafter defined) for a Mortgaged Property, the Borrower, REA or consent any Guarantor may, without the prior approval of the Agent, enter into any Lease provided that the Lease covers less than the lesser of 20,000 square feet or five percent (5%) of the aggregate Net Rentable Area of the Mortgaged Properties, is required pursuant a bona fide arm's length lease entered into in the ordinary course of business with a party which is not an Affiliate of the Borrower, REA or any Guarantor, falls within the Leasing Parameters and is on the Form Lease (without material modification or addition). Any Lease submitted to this §7.13, Agent’s the Agent for approval shall be deemed granted in the event approved by the Agent fails to respond unless the Agent expressly disapproves the same by written notice delivered to the Borrower’s request Borrower (which shall state the reasons for disapproval) within ten five (105) Business Days if (A) Borrower has delivered after the date of the delivery of such Lease to the Agent the applicable documents, with the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN TEN (10) BUSINESS DAYS FROM RECEIPT SHALL BE DEEMED TO BE LENDER’S APPROVAL” prominently displayed in bold, all caps and fourteen (14) point or larger font in the transmittal letter requesting for approval and all other information reasonably requested by the Agent in order to make such determination. As used herein, "Leasing Parameters" means leasing parameters for a Mortgaged Property approved by the Agent. Leasing Parameters shall include, without limitation, the minimum and maximum term, the minimum rent, tax and operating stops, tenant standard improvements, tenant allowances and other tenant inducements and leasing commissions, and shall be approved by the Agent prior to the commencement of each calendar year during the term of the Notes. The Agent agrees to provide a Subordination, Attornment and Nondisturbance Agreement for the tenant under any Lease that covers more than the lesser of 20,000 square feet or five (B5%) Agent does of the aggregate Net Rentable Area of the Mortgaged Properties as requested by the Borrower, provided that (a) such tenant is not approve an Affiliate of the Borrower, REA or reject any Guarantor, (with a reasonable explanationb) the applicable request Lease is on the Form Lease (without modifications or additions), (c) the Lease falls within ten the Leasing Parameters, and (10d) Business Days from the date terms of the Subordination, Attornment and Nondisturbance Agreement are otherwise acceptable to the Agent. The Agent receives shall provide a Subordination, Attornment and Nondisturbance Agreement with respect to each other Lease that is approved by the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service (e.g., federal express) Agent provided that the same has been delivered. In terms of the event that any tenant provides a letter of credit as a security deposit or other credit support for a LeaseSubordination, Borrower shall promptly notify Agent in writing Attornment and at Nondisturbance Agreement are acceptable to the request of Agent shall cause such letter of credit to name Agent as the beneficiary and to be delivered to Agent, and Borrower shall execute or cause the applicable Subsidiary Guarantor to execute such other documents relating thereto as Agent may reasonably require.

Leases of the Property. The Borrower and each Guarantor Borrowers will give notice to the Agent of any proposed new Lease that would be with a Major Tenant within at any Mortgaged Property for the lease of space therein and shall provide to the Agent a copy of the proposed Lease 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 “Lease Notice”)request. Neither the No Borrower nor any Guarantor will lease all or any portion of a Mortgaged Property or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or (if Borrower’s or such Guarantor’s consent is required under the terms of such Lease) 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 at any Mortgaged Property without the prior written consent of the AgentAgent not to be unreasonably withheld, conditioned or delayed; provided, however, with respect to (a) any Lease which is not with a Major Tenantthat without the prior written approval of Agent, the Borrower or any Guarantor may enter into any a new Lease for a Mortgaged Property involving less than 2.6 mega xxxxx of critical power, provided that such Lease, or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or granting concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any such Lease, in each case in the ordinary course of business Lease is consistent with sound leasing and management practices for similar properties. The If a Borrower or Guarantors shall furnish the submits to Agent a written request for approval with executed copies of all Leases or amendments thereto hereafter made. The Borrower or Guarantors shall deliver respect to a Payment Direction Letter (as defined in the Cash Collateral Agreement) to each new tenant of a proposed Lease entered into after the date hereof. To the extent the Agent’s approval or consent is required pursuant to this §7.13, Agent’s approval shall be deemed granted in the event the and Agent fails to respond to the Borrower’s request approve or disapprove any such action within ten (10) Business Days if (A) days after Agent receives from such Borrower has delivered 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 applicable documentsfollowing in all capital, with bolded, block letters on the notation first page thereof: “IMMEDIATE THE FOLLOWING REQUEST REQUIRES A RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN TEN (10) BUSINESS DAYS FROM RECEIPT SHALL OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED TO BE LENDER’S APPROVAL” prominently displayed in bold, all caps and fourteen (14) point or larger font in the transmittal letter requesting approval and (B) Agent does not approve or reject (with a reasonable explanation) the applicable request within ten (10) Business Days from the date Agent receives the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service (e.g., federal express) that the same has been delivered. In the event that any tenant provides a letter of credit as a security deposit or other credit support for a Lease, Borrower shall promptly notify Agent in writing and at the request of Agent shall cause such letter of credit to name Agent as the beneficiary and to be delivered to Agent, and Borrower shall execute or cause the applicable Subsidiary Guarantor to execute such other documents relating thereto as Agent may reasonably requireAN APPROVAL OF THE REQUEST.”

Leases of the Property. The Borrower and each Guarantor will give notice to the Agent of any proposed new Lease that would be with a Major Tenant within any Mortgaged Property for the lease of space therein and shall provide to the Agent a copy of the proposed Lease 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 “Lease Notice”). Neither the Borrower Borrower, REA nor any Guarantor will lease all or any portion of a Mortgaged Property or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or (if Borrower’s or such Guarantor’s consent is required under the terms of such Lease) 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 the Agent; provided, however, with respect to (a) any Lease which is not with a Major Tenantcovers less than the lesser of 20,000 square feet or five percent (5%) of the aggregate Net Rentable Area of the Mortgaged Properties, the Borrower Borrower, REA or any Guarantor may enter into any such Lease, or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or granting concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, under any such Lease, in each case Lease in the ordinary course of business consistent with sound leasing and management practices for similar properties. The Borrower or Guarantors Borrower, at the Agent's request, shall furnish the Agent with executed copies of all Leases or amendments thereto hereafter made. The Borrower or Guarantors shall deliver a Payment Direction Letter (as defined in the Cash Collateral Agreement) to each new tenant of a Lease entered into after Within 30 days from the date hereof, the Borrower will submit to the Agent a form lease for use for office properties and a form lease for industrial properties (collectively, the "Form Lease") for the Mortgaged Properties, which shall be reasonably satisfactory to the Agent and shall thereafter be utilized in connection with all leasing of space at the Mortgaged Properties. To the extent Upon the Agent’s 's request, the Borrower, REA and each Guarantor shall make a separate and distinct assignment to the Agent as additional security, of all Leases hereafter made. Notwithstanding the foregoing, following the Agent's approval of the "Leasing Parameters" (as hereinafter defined) for a Mortgaged Property, the Borrower, REA or consent any Guarantor may, without the prior approval of the Agent, enter into any Lease provided that the Lease covers less than the lesser of 20,000 square feet or five percent (5%) of the aggregate Net Rentable Area of the Mortgaged Properties, is required pursuant a bona fide arm's length lease entered into in the ordinary course of business with a party which is not an Affiliate of the Borrower, REA or any Guarantor, falls within the Leasing Parameters and is on the Form Lease (without material modification or addition). Any Lease submitted to this §7.13, Agent’s the Agent for approval shall be deemed granted in the event approved by the Agent fails to respond unless the Agent expressly disapproves the same by written notice delivered to the Borrower’s request Borrower (which shall state the reasons for disapproval) within ten five (105) Business Days if (A) Borrower has delivered after the date of the delivery of such Lease to the Agent the applicable documents, with the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN TEN (10) BUSINESS DAYS FROM RECEIPT SHALL BE DEEMED TO BE LENDER’S APPROVAL” prominently displayed in bold, all caps and fourteen (14) point or larger font in the transmittal letter requesting for approval and (B) Agent does not approve or reject (with a reasonable explanation) the applicable request within ten (10) Business Days from the date Agent receives the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service (e.g., federal express) that the same has been delivered. In the event that any tenant provides a letter of credit as a security deposit or other credit support for a Lease, Borrower shall promptly notify Agent in writing and at the request of Agent shall cause such letter of credit to name Agent as the beneficiary and to be delivered to Agent, and Borrower shall execute or cause the applicable Subsidiary Guarantor to execute such other documents relating thereto as Agent may reasonably require.all other