Common use of Leasing Guidelines Clause in Contracts

Leasing Guidelines. Except as expressly permitted under this Agreement, Borrower shall not enter into any Lease of space in the Improvements unless approved or deemed approved by Administrative Agent prior to execution (which consent shall not be unreasonably withheld, conditioned or delayed). Borrower’s standard form of tenant lease, and any revisions thereto, must have the prior written approval of Administrative Agent. Administrative Agent shall be “deemed” to have approved any Lease that: (a) is on the standard form lease approved by Administrative Agent with no deviations except as approved by Administrative Agent (subject to modifications to address customary lease modifications in the marketplace); (b) is entered into in the ordinary course of business with a bona fide unrelated third party tenant, and Borrower, acting in good faith and exercising due diligence, has determined that the tenant is financially capable of performing its obligations under the Lease; (c) is received by Administrative Agent, together with any guaranty(ies) and financial information received by Borrower regarding the tenant and any guarantor(s), within fifteen (15) days after execution; (d) reflects an arm’s length transaction; (e) contains no option or right of first refusal to purchase all or any portion of the Property or any present or future interest therein; (f) requires the tenant to execute and deliver to Administrative Agent an estoppel certificate in form and substance reasonably acceptable to Administrative Agent within thirty (30) days after notice from Administrative Agent; and (g) does not cover in excess of twenty-five percent (25%) of the aggregate net rentable area of the Improvements or have a rental rate that is less than (i) $33.00 per square foot per year (on a full service gross basis) for office space in the Improvements, or (ii) $18.00 per square foot per year (on a full service gross basis) for retail space in the Improvements. Borrower shall provide to Administrative Agent a correct and complete copy of each Lease, including any exhibits, and any guaranty(ies) thereof, prior to execution unless the Lease meets the foregoing requirements for “deemed” approval by Administrative Agent. Borrower shall pay all reasonable costs incurred by Administrative Agent in reviewing and approving Leases and any guaranties thereof, and also in negotiating subordination agreements and subordination, nondisturbance and attornment agreements with tenants, including reasonable attorneys’ fees and costs. For Leases that require Administrative Agent’s approval, Borrower shall provide Administrative Agent with a copy of the letter of intent (“LOI”) for each proposed Lease and, to the extent available, with financial information on the proposed tenant to aid Administrative Agent in determining whether it will consent thereto. A proposed LOI shall be deemed approved by Administrative Agent unless Administrative Agent disapproves such LOI in writing within five (5) Business Days after such LOI is submitted to Administrative Agent for approval. Upon approval (or deemed approval) of the LOI, no further approval will be required by Administrative Agent and Administrative Agent will have granted its consent to the Lease that results from the LOI so long as such Lease is on Borrower’s standard form of tenant lease approved by Administrative Agent (which lease form may be modified to address customary lease modifications in the marketplace), and the business terms in the Lease are not materially different from the terms outlined in the approved (or deemed approved) LOI. In the event Borrower satisfies all of the conditions of this Section 3 with respect to any Lease, Administrative Agent’s consent to such Lease shall not be required.

Leasing Guidelines. Except as expressly permitted under this Agreement, Borrower shall not enter into any Lease of space in the Improvements unless approved or deemed approved by Administrative Agent Lender prior to execution (which consent shall not be unreasonably withheld, conditioned or delayed). Borrower’s standard form of tenant lease, and any revisions thereto, must have the prior written approval of Administrative AgentLender. Administrative Agent Lender shall be “deemed” to have approved any Lease that: (a) is on the standard form lease approved by Administrative Agent Lender with no deviations except as approved by Administrative Agent Lender (subject to modifications to address customary lease modifications in the marketplace); (b) is entered into in the ordinary course of business with a bona fide unrelated third party tenant, and Borrower, acting in good faith and exercising due diligence, has determined that the tenant is financially capable of performing its obligations under the Lease; (c) is received by Administrative AgentLender, together with any guaranty(ies) and financial information received by Borrower regarding the tenant and any guarantor(s), within fifteen (15) days after execution; (d) reflects an arm’s length transaction; (e) contains no option or right of first refusal to purchase all or any portion of the Property or any present or future interest therein; (f) requires the tenant to execute and deliver to Administrative Agent Lender an estoppel certificate in form and substance reasonably acceptable to Administrative Agent Lender within thirty (30) days after notice from Administrative AgentLender; and (g) does not cover in excess of twenty-five twenty percent (2520%) of the aggregate net rentable area of the Improvements or have a rental rate that is less than (i) $33.00 20.00 per square foot per year (on a full service gross triple net basis) for office space in on the first floor of the Improvements, or (ii) $18.00 8.50 per square foot per year (on a full service gross triple net basis) for retail space in on the second through fourth floor of the Improvements, and (iii) $14.00 per square foot per year (on a triple net basis) for space on the fifth floor of the Improvements and above. Borrower shall provide to Administrative Agent Lender a correct and complete copy of each Lease, including any exhibits, and any guaranty(ies) thereof, prior to execution unless the Lease meets the foregoing requirements for “deemed” approval by Administrative AgentLender. Borrower shall pay all reasonable costs incurred by Administrative Agent Lender in reviewing and approving Leases and any guaranties thereof, and also in negotiating subordination agreements and subordination, nondisturbance and attornment agreements with tenants, including reasonable attorneys’ fees and costs. For Leases that require Administrative AgentLender’s approval, Borrower shall provide Administrative Agent Lender with a copy of the letter of intent (“LOI”) for each proposed Lease and, to the extent available, with financial information on the proposed tenant to aid Administrative Agent Lender in determining whether it will consent thereto. A proposed LOI shall be deemed approved by Administrative Agent Lender unless Administrative Agent Lender disapproves such LOI in writing within five (5) Business Banking Days after such LOI is submitted to Administrative Agent Lender for approval. Upon approval (or deemed approval) of the LOI, no further approval will be required by Administrative Agent Lender and Administrative Agent Lender will have granted its consent to the Lease that results from the LOI so long as such Lease is on the Borrower’s standard form of tenant lease approved by Administrative Agent (which lease form may be modified to address customary lease modifications in the marketplace), and the business terms in the Lease are not materially different from the terms outlined in the approved (or deemed approved) LOI. In the event Borrower satisfies all of the conditions of this Section 3 with respect to any Lease, Administrative AgentLender’s consent to such Lease shall not be required.

Leasing Guidelines. Except as expressly permitted under this Agreement, no Borrower shall not enter into any Lease of space in the Improvements of such Borrower unless approved or deemed approved by Administrative Agent Lender prior to execution (which consent shall not be unreasonably withheld, conditioned or delayed). Each Borrower’s standard form of tenant lease, and any revisions thereto, must have the prior written approval of Administrative AgentLender. Administrative Agent Lender shall be “deemed” to have approved any Lease that: (a) is on the standard form lease approved by Administrative Agent Lender with no deviations except as approved by Administrative Agent Lender (subject to modifications to address customary lease modifications in the marketplace); (b) is entered into in the ordinary course of business with a bona fide unrelated third party tenant, and the applicable Borrower, acting in good faith and exercising due diligence, has determined that the tenant is financially capable of performing its obligations under the Lease; (c) is received by Administrative AgentLender, together with any guaranty(ies) and financial information received by the applicable Borrower regarding the tenant and any guarantor(s), within fifteen (15) days after execution; (d) reflects an arm’s length transaction; (e) contains no option or right of first refusal to purchase all or any portion of the any Property or any present or future interest therein; (f) requires the tenant to execute and deliver to Administrative Agent Lender an estoppel certificate in form and substance reasonably acceptable to Administrative Agent Lender within thirty (30) days after notice from Administrative AgentLender; and (g) does not cover in excess of twenty-five percent (25%) of the aggregate net rentable area of the applicable Improvements or have a rental rate that is less than (i) $33.00 16.00 per square foot per year (on a full service gross basis) for with respect to the office space in at the ImprovementsNorthridge Property, or (ii) $18.00 16.00 per square foot per year (on a full service gross basis) with respect to the office space at the Powers Ferry Property, (iii) $21.50 per square foot per year (on a full service gross S4-1 basis) with respect to the West Loop Property, (iv) $14.00 per square foot per year (on a triple net basis) with respect to the office space at the Great Hills Property, (v) $14.50 per square foot per year (on a triple net basis) with respect to all of the office space at the Park Centre Property except for retail the interior first floor space in (no window space) at Park Centre Buildings 1 and 3, which shall have a rental rate that is less than $8.00 per square foot per year (on a triple net basis) , or (vi) $15.00 per square foot per year (on a triple net basis) with respect to the Improvementsoffice space at the Westech 360 Property. Borrower Borrowers shall provide to Administrative Agent Lender a correct and complete copy of each Lease, including any exhibits, and any guaranty(ies) thereof, prior to execution unless the Lease meets the foregoing requirements for “deemed” approval by Administrative AgentLender. Borrower Borrowers shall pay all reasonable costs incurred by Administrative Agent Lender in reviewing and approving Leases and any guaranties thereof, and also in negotiating subordination agreements and subordination, nondisturbance and attornment agreements with tenants, including reasonable attorneys’ fees and costs. For Leases that require Administrative AgentLender’s approval, Borrower Borrowers shall provide Administrative Agent Lender with a copy of the letter of intent (“LOI”) for each proposed Lease and, to the extent available, with financial information on the proposed tenant to aid Administrative Agent Lender in determining whether it will consent thereto. A proposed LOI shall be deemed approved by Administrative Agent Lender unless Administrative Agent Lender disapproves such LOI in writing within five (5) Business Banking Days after such LOI is submitted to Administrative Agent Lender for approval. Upon approval (or deemed approval) of the LOI, no further approval will be required by Administrative Agent Lender and Administrative Agent Lender will have granted its consent to the Lease that results from the LOI so long as such Lease is on the applicable Borrower’s standard form of tenant lease approved by Administrative Agent Lender (which lease form may be modified to address customary lease modifications in the marketplace), and the business terms in the Lease are not materially different from the terms outlined in the approved (or deemed approved) LOI. In the event a Borrower satisfies all of the conditions of this Section 3 with respect to any Lease, Administrative AgentLender’s consent to such Lease shall not be required.

Leasing Guidelines. Except as expressly permitted under this Agreement, Borrower shall not enter into any Lease lease of tenant space in the Improvements covering more than 20,000 square feet unless approved or deemed approved by Administrative Agent Lender prior to execution (which consent shall not be unreasonably withheld, conditioned or delayed)execution. Borrower’s standard form of tenant lease, and any revisions thereto, must have the prior written approval of Administrative AgentLender. Administrative Agent Lender shall be “deemed” to have approved any Lease, except any Lease of more than 80,000 square feet (which are not subject to being “deemed” approved), that: (a) is on the standard form lease approved by Administrative Agent Lender with no material deviations except as approved by Administrative Agent (subject to modifications to address customary lease modifications in the marketplace)Lender; (b) is entered into in the ordinary course of business with a bona fide unrelated third party tenant, and Borrower, acting in good faith and exercising due diligence, has determined that the tenant is financially capable of performing its obligations under the Lease; (c) is received by Administrative AgentLender, together with any guaranty(ies) and financial information received by Borrower regarding the tenant and any guarantor(s), within fifteen (15) days after execution; (d) reflects an arm’s arms’ length transactiontransaction at then-current market rate for comparable space; (e) contains no option or right of first refusal to purchase all or any portion of the Property or any present or future interest therein; (f) requires the tenant to execute and deliver to Administrative Agent Lender an estoppel certificate in form and substance reasonably acceptable to Administrative Agent Lender within thirty (30) days after notice from Administrative AgentLender; and (g) does not cover in excess the case of twenty-five percent (25%) of the aggregate net rentable area of the Improvements or have a those premises identified on Exhibit A to this Schedule 4, provides for an effective rental rate that is no less than (i) $33.00 per square foot per year (applicable rate specified on a full service gross basis) for office space in the Improvements, or (ii) $18.00 per square foot per year (on a full service gross basis) for retail space in the Improvements. said Exhibit A. Borrower shall provide to Administrative Agent Lender a correct and complete copy of each Lease, including any exhibits, and any guaranty(ies) thereof, prior to execution unless the Lease meets the foregoing requirements for “deemed” approval by Administrative AgentLender. Borrower shall pay all reasonable costs incurred by Administrative Agent Lender in reviewing and approving Leases and any guaranties thereof, and also in negotiating subordination agreements and subordination, nondisturbance and attornment agreements with tenants, including reasonable attorneys’ fees and costs. For Leases that require Administrative Agent’s approval, Borrower Lender shall provide Administrative Agent with a copy use commercially reasonable efforts to respond to any request for approval within ten (10) Banking Days after receipt of such request. Notwithstanding anything to the letter of intent (“LOI”) for each proposed Lease andcontrary in this Schedule 4, to the extent available, with financial information on the proposed tenant to aid Administrative Agent in determining whether it will consent thereto. A proposed LOI shall be deemed approved by Administrative Agent unless Administrative Agent disapproves such LOI in writing within five (5) Business Days after such LOI is submitted to Administrative Agent for approval. Upon Lender has approval (or deemed approval) of the LOI, no further approval will be required by Administrative Agent and Administrative Agent will have granted its consent to the Lease that results from the LOI so long as such Lease is on Borrower’s standard form of tenant lease approved by Administrative Agent (which lease form may be modified to address customary lease modifications in the marketplace), and the business terms in the Lease are not materially different from the terms outlined in the approved (or deemed approved) LOI. In the event Borrower satisfies all of the conditions of this Section 3 rights with respect to any Leaselease or revisions thereto, Administrative Agent’s consent Lender shall be deemed to approve any terms of such lease or revisions thereto which the Borrower believes, upon the advice of counsel, are reasonably necessary to ensure that the Rents received pursuant to such Lease shall not be requiredlease qualify as “rents from real property” within the meaning of Section 856(d) of the Code.

Leasing Guidelines. Except as expressly permitted under this Agreement, no Borrower shall not enter into any Lease of space in the Improvements of such Borrower unless approved or deemed approved by Administrative Agent (and, to the extent required below, Required Lenders) prior to execution (which consent shall not be unreasonably withheld, conditioned or delayed). Each Borrower’s standard form of tenant lease, and any revisions thereto, must have the prior written approval of Administrative Agent, not to be unreasonably withheld, conditioned or delayed. Administrative Agent and Required Lenders shall be “deemed” to have approved any Lease that: (a) is on the standard form lease approved by Administrative Agent with no deviations except as approved by Administrative Agent (subject to modifications to address customary lease modifications in the marketplace); (b) is entered into in the ordinary course of business with a bona fide unrelated third party tenant, and the applicable Borrower, acting in good faith and exercising due diligence, has determined that the tenant is financially capable of performing its obligations under the Lease; (c) is received by Administrative Agent, together with any guaranty(ies) and financial information received by the applicable Borrower regarding the tenant and any guarantor(s), within fifteen (15) days after execution; (d) reflects an arm’s length transaction; (e) contains no option or right of first refusal to purchase all or any portion of the any Property or any present or future interest therein; (f) requires the tenant to execute and deliver to Administrative Agent an estoppel certificate in form and substance reasonably acceptable to Administrative Agent within thirty (30) days after notice from Administrative Agent; and (g) does not cover in excess of twenty-five ten percent (2510%) of the aggregate net rentable area of the applicable Improvements or have a rental rate that is less than as set forth below: Property Minimum Rental Rate RBC Plaza Property Floors 3-11: $17.00/SF (iNNN)* Floors 12-22: $18.00/SF (NNN) Floors 23-40: $33.00 per square foot per year 19.00/SF (on a full service gross basisNNN) for office space Retail Space: $32.00/SF (NNN) Legacy Town Center Property Tower 1: $27.00/SF (NNN) Tower 2: $26.00/SF (NNN) Tower 3: $26.00/SF (NNN) Preston Commons Property Bank Tower: $25.00/SF (NNN) East/West Bldg: $27.50/SF (NNN) Retail: $36.00/SF (NNN) Sterling Plaza Property Floors 1-10: $27.00/SF (NNN) Floors 11-19: $27.50/SF (NNN) Ten Almaden Property $47.50/SF (Full Service Gross) Towers at Emeryville Property Office: $50.00/SF (Full Service Gross) Café: $6.00/SF (Gross) *NNN means “Net-Net-Net” Any Lease that covers in excess of ten percent (10%) of the Improvementsaggregate net rentable area of the applicable Improvements shall require the prior written approval of Administrative Agent, or and any Lease that covers in excess of twenty percent (ii20%) $18.00 per square foot per year (on a full service gross basis) for retail space in of the Improvementsaggregate net rentable area of the applicable Improvements shall require the prior written approval of the Required Lenders. Borrower Borrowers shall provide to Administrative Agent (who will then provide copies to all Lenders if and when the consent of the Required Lenders is required pursuant to the terms hereof, if at all) a correct and complete copy of each Lease, including any exhibits, and any guaranty(ies) thereof, prior to execution unless the Lease meets the foregoing requirements for “deemed” approval by Administrative AgentAgent (and, if applicable, by the Required Lenders). Borrower Borrowers shall pay all reasonable costs incurred by Administrative Agent in reviewing and approving Leases and any guaranties thereof, and also in negotiating subordination agreements and subordination, nondisturbance and attornment agreements with tenants, including reasonable attorneys’ fees and costs. For Leases that require Administrative Agent’s approvalapproval (and, Borrower if applicable, the approval of the Required Lenders), Borrowers shall provide Administrative Agent (who will then provide copies to all Lenders if and when the consent of the Required Lenders is required pursuant to the terms hereof, if at all) with a copy of the letter of intent (“LOI”) for each proposed Lease and, to the extent available, with financial information on the proposed tenant to aid Administrative Agent (and, if applicable, the Required Lenders) in determining whether it will consent thereto. A proposed LOI shall be deemed approved by Administrative Agent (and, if applicable, by the Required Lenders) unless Administrative Agent (and, if applicable, the Required Lenders) disapproves such LOI in writing within five (5) Business Days after such LOI is submitted to Administrative Agent for approval. Upon approval (or deemed approval) of the LOI, no further approval will be required by Administrative Agent (and, if applicable, by the Required Lenders) and Administrative Agent (and, if applicable, the Required Lenders) will have granted its consent to the Lease that results from the LOI so long as such Lease is on the applicable Borrower’s standard form of tenant lease approved by Administrative Agent (which lease form may be modified to address customary lease modifications in the marketplace), and the business terms in the Lease are not materially different from the terms outlined in the approved (or deemed approved) LOI. In the event a Borrower satisfies all of the conditions of this Section 3 with respect to any Lease, Administrative Agent’s (and/or the Required Lenders’, if applicable) consent to such Lease shall not be required.

Leasing Guidelines. Except as expressly permitted under this Agreement, Borrower shall not enter into any Lease lease of tenant space in the Improvements unless approved or deemed approved by Administrative Agent Lender prior to execution (which consent shall not be unreasonably withheld, conditioned or delayed)execution. Borrower’s standard form of tenant lease, and any revisions thereto, must have the prior written approval of Administrative AgentLender. Administrative Agent Lender shall be “deemed” to have approved any Lease Lease, except a lease of Unit 101 in the building having an address of 0000 Xxx Xxxxxxxx Xxxx or a lease of Unit 100 in the building having an address of 0000 Xxx Xxxxxxxx Xxxx, that: (a) is on the standard form lease approved by Administrative Agent Lender with no material deviations except as approved by Administrative Agent (subject to modifications to address customary lease modifications in the marketplace)Lender; (b) is entered into in the ordinary course of business with a bona fide unrelated third party tenant, and Borrower, acting in good faith and exercising due diligence, has determined that the tenant is financially capable of performing its obligations under the Lease; (c) is received by Administrative AgentLender, together with any guaranty(ies) and financial information received by Borrower regarding the tenant and any guarantor(s), within fifteen (15) days after execution; (d) reflects an arm’s length transaction; (e) contains no option or right of first refusal to purchase all or any portion of the Property or any present or future interest therein; (f) requires the tenant to execute and deliver to Administrative Agent Lender an estoppel certificate in form and substance reasonably acceptable to Administrative Agent Lender within thirty (30) days after notice from Administrative AgentLender; and (g) does not cover in excess the case of twenty-five percent (25%) of the aggregate net rentable area of the Improvements or have a those premises identified on Exhibit A to this Schedule 4, provides for an effective rental rate that is no less than (i) $33.00 per square foot per year (applicable rate specified on a full service gross basis) for office space in the Improvements, or (ii) $18.00 per square foot per year (on a full service gross basis) for retail space in the Improvements. said Exhibit A. Borrower shall provide to Administrative Agent Lender a correct and complete copy of each Lease, including any exhibits, and any guaranty(ies) thereof, prior to execution unless the Lease meets the foregoing requirements for “deemed” approval by Administrative AgentLender. Borrower shall pay all reasonable costs incurred by Administrative Agent Lender in reviewing and approving Leases and any guaranties thereof, and also in negotiating subordination agreements and subordination, nondisturbance and attornment agreements with tenants, including reasonable attorneys’ fees and costs. For Leases that require Administrative Agent’s approval, Borrower shall provide Administrative Agent with a copy of the letter of intent (“LOI”) for each proposed Lease and, to the extent available, with financial information on the proposed tenant to aid Administrative Agent in determining whether it will consent thereto. A proposed LOI shall be deemed approved by Administrative Agent unless Administrative Agent disapproves such LOI in writing within five (5) Business Days after such LOI is submitted to Administrative Agent for approval. Upon approval (or deemed approval) of the LOI, no further approval will be required by Administrative Agent and Administrative Agent will have granted its consent to the Lease that results from the LOI so long as such Lease is on Borrower’s standard form of tenant lease approved by Administrative Agent (which lease form may be modified to address customary lease modifications in the marketplace), and the business terms in the Lease are not materially different from the terms outlined in the approved (or deemed approved) LOI. In the event Borrower satisfies all of the conditions of this Section 3 with respect to any Lease, Administrative Agent’s consent to such Lease shall not be required.

Leasing Guidelines. Except as expressly permitted under this Agreement, Borrower shall not enter into any Lease of space in the Improvements unless approved or deemed approved by Administrative Agent prior to execution (which consent shall not be unreasonably withheld, conditioned or delayed)Agent. Borrower’s standard form forms of tenant lease, lease previously provided to Administrative Agent have been approved. Any material revisions Borrower’s standard forms of tenant lease must be approved by Administrative Agent with the understanding that Administrative Agent will review such revised form(s) at Borrower’s cost and any revisions thereto, must have the prior written approval of if reasonably acceptable to Administrative AgentAgent such revised form(s) shall be deemed to be standard form(s) for all applicable purposes hereunder. Administrative Agent shall be “deemed” to have approved any Lease that: (a) is on the standard form lease approved by Administrative Agent with no material deviations except as approved by Administrative Agent (subject or on market terms that would be acceptable to modifications a commercial landlord in a similar building in Austin, Texas utilizing sound business judgment, provided that the form requires the Lessee to address customary lease modifications contribute to real estate taxes, insurance and other shared operating expenses on a commercially reasonable basis and that no subordination, attornment or other mortgage/deed of trust-related provisions of the standard form Lease shall be modified in the marketplace)any material respect unless actually approved by Administrative Agent; (b) is entered into in the ordinary course of business with a bona fide unrelated third party tenant, and Borrower, acting in good faith and exercising due diligence, has determined that the tenant is financially capable of performing its obligations under the Lease; (c) is received by Administrative Agent, together with any guaranty(ies) and financial information received by Borrower regarding the tenant and any guarantor(s), within fifteen (15) days after execution; (d) reflects an arm’s length transaction; (e) contains no option or right of first refusal to purchase all or any portion of the Property or any present or future interest therein; (f) does not require Borrower to provide funds for tenant improvements in excess of $45.00 per square foot; (g) requires the tenant to execute and deliver to Administrative Agent an estoppel certificate in form and substance reasonably acceptable to Administrative Agent within thirty ten (3010) days after notice from Administrative Agent; and (gh) with respect to any Lease of space in any Commercial Unit(s) does not cover in excess of twenty-five percent (25%) of the aggregate net rentable area of the Improvements or Commercial Units, and with respect to any Lease of space in the Office Unit does not cover in excess of twenty-five percent (25%) of the net rentable area of the Office Unit; and (i) (x) with respect to the Office Unit, does not have a rental rate that is less than $31.00 per rentable square foot of premises leased for under the applicable Lease, and (iy) with respect to the Commercial Units, does not have a rental rate that is less than $33.00 per rentable square foot per year (on a full service gross basis) for office space in of premises leased under the Improvements, or (ii) $18.00 per square foot per year (on a full service gross basis) for retail space in the Improvementsapplicable Lease. Borrower shall provide to Administrative Agent a correct and complete copy of each Lease, including any exhibits, and any guaranty(ies) thereof, prior to execution unless the Lease meets the foregoing requirements for “deemed” approval by Administrative Agent. Borrower shall pay all reasonable costs incurred by Administrative Agent in reviewing and approving Leases and any guaranties thereof, and also in negotiating subordination agreements and subordination, nondisturbance and attornment agreements with tenants, including reasonable attorneys’ fees and costs. For Leases that require Administrative Agent’s approval, Borrower shall provide Administrative Agent with a copy agrees that it will review any proposed Lease submitted to it for review promptly and will, within ten (10) Banking Days of the letter of intent (“LOI”) for each day the proposed Lease and, to the extent available, with financial information on the proposed tenant to aid Administrative Agent in determining whether it will consent thereto. A proposed LOI shall be deemed approved by Administrative Agent unless Administrative Agent disapproves such LOI in writing within five (5) Business Days after such LOI is submitted to Administrative Agent for approval. Upon review, either (i) approve the Lease, or (ii) provide Borrower with a statement containing reasonable detail as to the deficiencies of such proposed Lease in order for Borrower to address the issues and re-submit the Lease for approval (or deemed approval) of the LOI, no further approval will be required by Administrative Agent and Agent. If Administrative Agent does not respond in writing within such ten (10) Banking Day period, then Borrower will have granted its consent provide to the Lease that results from the LOI so long as Administrative Agent an additional notice of such Lease is on Borrower’s standard form of tenant lease approved by request. If Administrative Agent does not respond in writing within a five (which lease form may 5) Banking Day period following receipt of such notice, then Administrative Agent shall be modified deemed to address customary lease modifications in have approved the marketplace), and the business terms in the Lease are not materially different from the terms outlined in the approved (or deemed approved) LOI. In the event Borrower satisfies all of the conditions of this Section 3 with respect to any proposed Lease, Administrative Agent’s consent to such Lease shall not be required.

Leasing Guidelines. Except as expressly permitted under this Agreement, no Borrower shall not enter into any Lease of space in the Improvements of such Borrower unless approved or deemed approved by Administrative Agent Lender prior to execution (which consent shall not be unreasonably withheld, conditioned or delayed). Each Borrower’s standard form of tenant lease, and any revisions thereto, must have the prior written approval of Administrative AgentLender. Administrative Agent Lender shall be “deemed” to have approved any Lease that: (a) is on the standard form lease approved by Administrative Agent Lender with no deviations except as approved by Administrative Agent Lender (subject to modifications to address customary lease modifications in the marketplace); (b) is entered into in the ordinary course of business with a bona fide unrelated third party tenant, and the applicable Borrower, acting in good faith and exercising due diligence, has determined that the tenant is financially capable of performing its obligations under the Lease; (c) is received by Administrative AgentLender, together with any guaranty(ies) and financial information received by the applicable Borrower regarding the tenant and any guarantor(s), within fifteen (15) days after execution; (d) reflects an arm’s length transaction; (e) contains no option or right of first refusal to purchase all or any portion of the any Property or any present or future interest therein; (f) requires the tenant to execute and deliver to Administrative Agent Lender an estoppel certificate in form and substance reasonably acceptable to Administrative Agent Lender within thirty (30) days after notice from Administrative AgentLender; and (g) does not cover in excess of twenty-five percent (25%) of the aggregate net rentable area of the applicable Improvements or have a rental rate that is less than (i) $33.00 26.50 per square foot per year (on a full service gross basis) for office space in with respect to the ImprovementsPreston Commons Property, or (ii) $18.00 25.65 per square foot per year (on a full service gross basis) for retail with respect to the Sterling Plaza Property, or (iii) $30.60 per square foot per year (on a full service basis) with respect to the office space in at the ImprovementsOne Washingtonian Property. Borrower Borrowers shall provide to Administrative Agent Lender a correct and complete copy of each Lease, including any exhibits, and any guaranty(ies) thereof, prior to execution unless the Lease meets the foregoing requirements for “deemed” approval by Administrative AgentLender. Borrower Borrowers shall pay all reasonable costs incurred by Administrative Agent Lender in reviewing and approving Leases and any guaranties thereof, and also in negotiating subordination agreements and subordination, nondisturbance and attornment agreements with tenants, including reasonable attorneys’ fees and costs. For Leases that require Administrative AgentLender’s approval, Borrower Borrowers shall provide Administrative Agent Lender with a copy of the letter of intent (“LOI”) for each proposed Lease and, to the extent available, with financial information on the proposed tenant to aid Administrative Agent Lender in determining whether it will consent thereto. A proposed LOI shall be deemed approved by Administrative Agent Lender unless Administrative Agent Lender disapproves such LOI in writing within five (5) Business Banking Days after such LOI is submitted to Administrative Agent Lender for approval. Upon approval (or deemed approval) of the LOI, no further approval will be required by Administrative Agent Lender and Administrative Agent Lender will have granted its consent to the Lease that results from the LOI so long as such Lease is on the applicable Borrower’s standard form of tenant lease approved by Administrative Agent Lender (which lease form may be modified to address customary lease modifications in the marketplace), and the business terms in the Lease are not materially different from the terms outlined in the approved (or deemed approved) LOI. In the event a Borrower satisfies all of the conditions of this Section 3 with respect to any Lease, Administrative AgentLender’s consent to such Lease shall not be required.

Leasing Guidelines. Except as expressly permitted under this Agreement, no Borrower shall not enter into any Lease of space in the Improvements of such Borrower unless approved or deemed approved by Administrative Agent Lender prior to execution (which consent shall not be unreasonably withheld, conditioned or delayed). Each Borrower’s standard form of tenant lease, and any revisions thereto, must have the prior written approval of Administrative AgentLender. Administrative Agent Lender shall be “deemed” to have approved any Lease that: (a) is on the standard form lease approved by Administrative Agent Lender with no deviations except as approved by Administrative Agent Lender (subject to modifications to address customary lease modifications in the marketplace); (b) is entered into in the ordinary course of business with a bona fide unrelated third party tenant, and the applicable Borrower, acting in good faith and exercising due diligence, has determined that the tenant is financially capable of performing its obligations under the Lease; (c) is received by Administrative AgentLender, together with any guaranty(ies) and financial information received by the applicable Borrower regarding the tenant and any guarantor(s), within fifteen (15) days after execution; (d) reflects an arm’s length transaction; (e) contains no option or right of first refusal to purchase all or any portion of the any Property or any present or future interest therein; (f) requires the tenant to execute and deliver to Administrative Agent Lender an estoppel certificate in form and substance reasonably acceptable to Administrative Agent Lender within thirty (30) days after notice from Administrative AgentLender; and (g) does not cover in excess of twenty-five percent (25%) of the aggregate net rentable area of the applicable Improvements or have a rental rate that is less than (i) $33.00 22.50 per square foot per year (on a full service gross basis) for office space in with respect to the ImprovementsWest Loop Property, or (ii) $18.00 19.15 per square foot per year (on a full service gross basis) for retail with respect to the S4-1 office space in at the ImprovementsIron Point Property. Borrower Borrowers shall provide to Administrative Agent Lender a correct and complete copy of each Lease, including any exhibits, and any guaranty(ies) thereof, prior to execution unless the Lease meets the foregoing requirements for “deemed” approval by Administrative AgentLender. Borrower Borrowers shall pay all reasonable costs incurred by Administrative Agent Lender in reviewing and approving Leases and any guaranties thereof, and also in negotiating subordination agreements and subordination, nondisturbance and attornment agreements with tenants, including reasonable attorneys’ fees and costs. For Leases that require Administrative AgentLender’s approval, Borrower Borrowers shall provide Administrative Agent Lender with a copy of the letter of intent (“LOI”) for each proposed Lease and, to the extent available, with financial information on the proposed tenant to aid Administrative Agent Lender in determining whether it will consent thereto. A proposed LOI shall be deemed approved by Administrative Agent Lender unless Administrative Agent Lender disapproves such LOI in writing within five (5) Business Banking Days after such LOI is submitted to Administrative Agent Lender for approval. Upon approval (or deemed approval) of the LOI, no further approval will be required by Administrative Agent Lender and Administrative Agent Lender will have granted its consent to the Lease that results from the LOI so long as such Lease is on the applicable Borrower’s standard form of tenant lease approved by Administrative Agent Lender (which lease form may be modified to address customary lease modifications in the marketplace), and the business terms in the Lease are not materially different from the terms outlined in the approved (or deemed approved) LOI. In the event a Borrower satisfies all of the conditions of this Section 3 with respect to any Lease, Administrative AgentLender’s consent to such Lease shall not be required.

Leasing Guidelines. Except as expressly permitted under this Agreement, Borrower shall not enter into any Lease lease of tenant space in the Improvements covering more than 20,000 square feet unless approved or deemed approved by Administrative Agent Lender prior to execution (which consent shall not be unreasonably withheld, conditioned or delayed)execution. Borrower’s standard form of tenant lease, and any revisions thereto, must have the prior written approval of Administrative AgentLender. Administrative Agent Lender shall be “deemed” to have approved any Lease, except any Lease of more than 80,000 square feet (which are not subject to being “deemed” approved), that: (a) is on the standard form lease approved by Administrative Agent Lender with no material deviations except as approved by Administrative Agent (subject to modifications to address customary lease modifications in the marketplace)Lender; (b) is entered into in the ordinary course of business with a bona fide unrelated third party tenant, and Borrower, acting in good faith and exercising due diligence, has determined that the tenant is financially capable of performing its obligations under the Lease; (c) is received by Administrative AgentLender, together with any guaranty(ies) and financial information received by Borrower regarding the tenant and any guarantor(s), within fifteen (15) days after execution; (d) reflects an arm’s length transactiontransaction at then-current market rate for comparable space; (e) contains no option or right of first refusal to purchase all or any portion of the Property or any present or future interest therein; (f) requires the tenant to execute and deliver to Administrative Agent Lender an estoppel certificate in form and substance reasonably acceptable to Administrative Agent Lender within thirty (30) days after notice from Administrative AgentLender; and (g) does not cover in excess the case of twenty-five percent (25%) of the aggregate net rentable area of the Improvements or have a those premises identified on Exhibit A to this Schedule 4, provides for an effective rental rate that is no less than (i) $33.00 per square foot per year (applicable rate specified on a full service gross basis) for office space in the Improvements, or (ii) $18.00 per square foot per year (on a full service gross basis) for retail space in the Improvements. said Exhibit A. Borrower shall provide to Administrative Agent Lender a correct and complete copy of each Lease, including any exhibits, and any guaranty(ies) thereof, prior to execution unless the Lease meets the foregoing requirements for “deemed” approval by Administrative AgentLender. Borrower shall pay all reasonable costs incurred by Administrative Agent Lender in reviewing and approving Leases and any guaranties thereof, and also in negotiating subordination agreements and subordination, nondisturbance and attornment agreements with tenants, including reasonable attorneys’ fees and costs. For Leases that require Administrative Agent’s approval, Borrower Lender shall provide Administrative Agent with a copy use commercially reasonable efforts to respond to any request for approval within ten (10) Banking Days after receipt of such request. Notwithstanding anything to the letter of intent (“LOI”) for each proposed Lease andcontrary in this Schedule 4, to the extent available, with financial information on the proposed tenant to aid Administrative Agent in determining whether it will consent thereto. A proposed LOI shall be deemed approved by Administrative Agent unless Administrative Agent disapproves such LOI in writing within five (5) Business Days after such LOI is submitted to Administrative Agent for approval. Upon Lender has approval (or deemed approval) of the LOI, no further approval will be required by Administrative Agent and Administrative Agent will have granted its consent to the Lease that results from the LOI so long as such Lease is on Borrower’s standard form of tenant lease approved by Administrative Agent (which lease form may be modified to address customary lease modifications in the marketplace), and the business terms in the Lease are not materially different from the terms outlined in the approved (or deemed approved) LOI. In the event Borrower satisfies all of the conditions of this Section 3 rights with respect to any Leaselease or revisions thereto, Administrative Agent’s consent Lender shall be deemed to approve any terms of such lease or revisions thereto which the Borrower believes, upon the advice of counsel, are reasonably necessary to ensure that the Rents received pursuant to such Lease shall not be requiredlease qualify as “rents from real property” within the meaning of Section 856(d) of the Code.

Leasing Guidelines. Except as expressly permitted under this Agreement, Borrower shall not enter into any Lease of space in the Improvements unless approved or deemed approved by Administrative Agent Lender prior to execution (which consent shall not be unreasonably withheld, conditioned or delayed)execution. Borrower’s standard form of tenant lease, and any revisions thereto, must have the prior written approval of Administrative AgentLender. Administrative Agent Lender shall be “deemed” to have approved any Lease that: (a) is on the standard form lease approved by Administrative Agent Lender with no deviations except as approved by Administrative Agent (subject to modifications to address customary lease modifications in the marketplace)Lender; (b) is entered into in the ordinary course of business with a bona fide unrelated third party tenant, and Borrower, acting in good faith and exercising due diligence, has determined that the tenant is financially capable of performing its obligations under the Lease; (c) is received by Administrative AgentLender, together with any guaranty(ies) and financial information received by Borrower regarding the tenant and any guarantor(s), within fifteen (15) days after execution; (d) reflects an arm’s length transaction; (e) contains no option or right of first refusal to purchase all or any portion of the Property or any present or future interest therein; (f) requires the tenant to execute and deliver to Administrative Agent Lender an estoppel certificate in form and substance reasonably acceptable to Administrative Agent Lender within thirty ten (3010) days after notice from Administrative AgentLender; and (g) does not cover in excess of twenty-five percent (25%) of the aggregate net rentable area of the Improvements or have a rental rate that is less than (i) $33.00 25.00 per square foot per year (on a full service gross basis) for office space in the Improvements, or (ii) $18.00 per square foot per year (on a full service gross basis) for retail space in the Improvementsfoot. Borrower shall provide to Administrative Agent Lender a correct and complete copy of each Lease, including any exhibits, and any guaranty(ies) thereof, prior to execution unless the Lease meets the foregoing requirements for “deemed” approval by Administrative AgentLender. Borrower shall pay all reasonable costs incurred by Administrative Agent Lender in reviewing and approving Leases and any guaranties thereof, and also in negotiating subordination agreements and subordination, nondisturbance and attornment agreements with tenants, including reasonable attorneys’ fees and costs. For Leases that require Administrative Agent’s approval, Borrower shall provide Administrative Agent with a copy of the letter of intent (“LOI”) for each proposed Lease and, to the extent available, with financial information on the proposed tenant to aid Administrative Agent in determining whether it will consent thereto. A proposed LOI shall be deemed approved by Administrative Agent unless Administrative Agent disapproves such LOI in writing within five (5) Business Days after such LOI is submitted to Administrative Agent for approval. Upon approval (or deemed approval) of the LOI, no further approval will be required by Administrative Agent and Administrative Agent will have granted its consent to the Lease that results from the LOI so long as such Lease is on Borrower’s standard form of tenant lease approved by Administrative Agent (which lease form may be modified to address customary lease modifications in the marketplace), and the business terms in the Lease are not materially different from the terms outlined in the approved (or deemed approved) LOI. In the event Borrower satisfies all of the conditions of this Section 3 with respect to any Lease, Administrative Agent’s consent to such Lease shall not be required.

Leasing Guidelines. Except as expressly permitted under this Agreement, Borrower shall not enter into any Lease of space in the Improvements unless approved or deemed approved by Administrative Agent Lender and Permanent Lender prior to execution (which consent shall not be unreasonably withheld, conditioned or delayed)execution. Borrower’s standard form of tenant lease, and any revisions thereto, must have the prior written approval of Administrative AgentLender (which will not be unreasonably withheld, conditioned or delayed). Administrative Agent Lender shall be “deemed” to have approved any Lease that: (a) is on the standard form lease approved by Administrative Agent Lender with no deviations except as approved by Administrative Agent (subject to modifications to address customary lease modifications in the marketplace)Lender; (b) is entered into in the ordinary course of business with a bona fide unrelated third party tenant, and Borrower, acting in good faith and exercising due diligence, has determined that the tenant is financially capable of performing its obligations under the Lease; (c) is received by Administrative AgentLender, together with any guaranty(ies) and financial information received by Borrower regarding the tenant and any guarantor(s), within fifteen (15) days after execution; (d) reflects an arm’s length transaction; (e) contains no option or right of first refusal to purchase all or any portion of the Property or any present or future interest therein; (f) requires the tenant to execute and deliver to Administrative Agent Lender an estoppel certificate in form and substance reasonably acceptable to Administrative Agent Lender within thirty sixty (3060) days after notice from Administrative AgentLender; and (g) does not cover in excess of twenty-five percent (25%) of the aggregate net rentable area of the Improvements or have a rental rate that is less than (i) $33.00 10.00 per square foot per year (on a full service gross basis) for office space in the Improvements, or (ii) $18.00 per square foot per year (on a full service gross basis) for retail space in the Improvementsfoot. Borrower shall provide to Administrative Agent Lender a correct and complete copy of each Lease, including any exhibits, and any guaranty(ies) thereof, prior to execution unless the Lease meets the foregoing requirements for “deemed” approval by Administrative AgentLender. Borrower shall pay all reasonable costs incurred by Administrative Agent Lender in reviewing and approving Leases and any guaranties thereof, and also in negotiating subordination agreements and subordination, nondisturbance and attornment agreements with tenants, including reasonable attorneys’ fees and costs. For Leases that require Administrative Agent’s approval, Borrower shall provide Administrative Agent with a copy of the letter of intent (“LOI”) for each proposed Lease and, to the extent available, with financial information on the proposed tenant to aid Administrative Agent in determining whether it will consent thereto. A proposed LOI shall be deemed approved by Administrative Agent unless Administrative Agent disapproves such LOI in writing within five (5) Business Days after such LOI is submitted to Administrative Agent for approval. Upon approval (or deemed approval) of the LOI, no further approval will be required by Administrative Agent and Administrative Agent will have granted its consent to the Lease that results from the LOI so long as such Lease is on Borrower’s standard form of tenant lease approved by Administrative Agent (which lease form may be modified to address customary lease modifications in the marketplace), and the business terms in the Lease are not materially different from the terms outlined in the approved (or deemed approved) LOI. In the event Borrower satisfies all of the conditions of this Section 3 with respect to any Lease, Administrative Agent’s consent to such Lease shall not be required.

Leasing Guidelines. Except as expressly permitted under this Agreement, Borrower shall not enter into any Lease of space in the Improvements unless approved or deemed approved by Administrative Agent Lender prior to execution (which consent shall not be unreasonably withheld, conditioned or delayed). Borrower’s standard form of tenant lease, and any revisions thereto, must have the prior written approval of Administrative AgentLender. Administrative Agent Lender shall be “deemed” to have approved any Lease that: (a) is on the standard form lease approved by Administrative Agent Lender with no deviations except as approved by Administrative Agent Lender (subject to modifications to address customary lease modifications in the marketplace); (b) is entered into in the ordinary course of business with a bona fide unrelated third party tenant, and Borrower, acting in good faith and exercising due diligence, has determined that the tenant is financially capable of performing its obligations under the Lease; (c) is received by Administrative AgentLender, together with any guaranty(ies) and financial information received by Borrower regarding the tenant and any guarantor(s), within fifteen (15) days after execution; (d) reflects an arm’s length transaction; (e) contains no option or right of first refusal to purchase all or any portion of the Property or any present or future interest therein; (f) requires the tenant to execute and deliver to Administrative Agent Lender an estoppel certificate in form and substance reasonably acceptable to Administrative Agent Lender within thirty (30) days after notice from Administrative AgentLender; and (g) does not cover in excess of twenty-five twenty percent (2520%) of the aggregate net rentable area of the Improvements or have a rental rate that is less than (i) $33.00 15.00 per square foot per year (on a full service gross triple net basis) for office space in the Improvements, or (ii) $18.00 per square foot per year (on a full service gross basis) for retail space in the Improvements). Borrower shall provide to Administrative Agent Lender a correct and complete copy of each Lease, including any exhibits, and any guaranty(ies) thereof, prior to execution unless the Lease meets the foregoing requirements for “deemed” approval by Administrative AgentLender. Borrower shall pay all reasonable costs incurred by Administrative Agent Lender in reviewing and approving Leases and any guaranties thereof, and also in negotiating subordination agreements and subordination, nondisturbance and attornment agreements with tenants, including reasonable attorneys’ fees and costs. For Leases that require Administrative AgentLender’s approval, Borrower shall provide Administrative Agent Lender with a copy of the letter of intent (“LOI”) for each proposed Lease and, to the extent available, with financial information on the proposed tenant to aid Administrative Agent Lender in determining whether it will consent thereto. A proposed LOI shall be deemed approved by Administrative Agent Lender unless Administrative Agent Lender disapproves such LOI in writing within five (5) Business Banking Days after such LOI is submitted to Administrative Agent Lender for approval. Upon approval (or deemed approval) of the LOI, no further approval will be required by Administrative Agent Lender and Administrative Agent Lender will have granted its consent to the Lease that results from the LOI so long as such Lease is on the Borrower’s standard form of tenant lease approved by Administrative Agent (which lease form may be modified to address customary lease modifications in the marketplace), and the business terms in the Lease are not materially different from the terms outlined in the approved (or deemed approved) LOI. In the event Borrower satisfies all of the conditions of this Section 3 with respect to any Lease, Administrative AgentLender’s consent to such Lease shall not be required.

Leasing Guidelines. Except as expressly permitted under this Agreement, Borrower shall not enter into any Lease of space in the Improvements unless approved or deemed approved by Administrative Agent Lender prior to execution (which consent shall not be unreasonably withheld, conditioned or delayed)execution. Borrower’s standard form of tenant lease, and any revisions thereto, must have the prior written approval of Administrative AgentLender. Administrative Agent Lender shall be “deemed” to have approved any Lease that: (a) is on the standard form lease approved by Administrative Agent Lender with no material deviations except as approved by Administrative Agent (subject to modifications to address customary lease modifications in the marketplace)Lender; (b) is entered into in the ordinary course of business with a bona fide unrelated third party tenant, and Borrower, acting in good faith and exercising due diligence, has determined that the tenant is financially capable of performing its obligations under the Lease; (c) is received by Administrative AgentLender, together with any guaranty(ies) and financial information received by Borrower regarding the tenant and any guarantor(s), within fifteen (15) days after execution; (d) reflects an arm’s length transactiontransaction at then-current market rate for comparable space; (e) contains no option or right of first refusal to purchase all or any portion of the Property or any present or future interest therein; (f) requires the tenant to execute and deliver to Administrative Agent Lender an estoppel certificate in form and substance reasonably acceptable to Administrative Agent Lender within thirty ten (3010) days after notice from Administrative AgentLender; and (g) does not cover in excess of twenty-five percent (25%) of the aggregate net rentable area of the Improvements or have a rental rate that is less than (i) $33.00 per square foot per year (on a full service gross basis) for office space in the Improvements, or (ii) $18.00 per square foot per year (on a full service gross basis) for retail space in the Improvements. Borrower shall provide to Administrative Agent Lender a correct and complete copy of each Lease, including any exhibits, and any guaranty(ies) thereof, prior to execution unless the Lease meets the foregoing requirements for “deemed” approval by Administrative AgentLender. Borrower shall pay all reasonable costs incurred by Administrative Agent Lender in reviewing and approving Leases and any guaranties thereof, and also in negotiating subordination agreements and subordination, nondisturbance and attornment agreements with tenants, including reasonable attorneys’ fees and costs. For Leases that require Administrative Agent’s approval, Borrower shall provide Administrative Agent with a copy of the letter of intent (“LOI”) for each proposed Lease and, to the extent available, with financial information on the proposed tenant to aid Administrative Agent in determining whether it will consent thereto. A proposed LOI shall be deemed approved by Administrative Agent unless Administrative Agent disapproves such LOI in writing within five (5) Business Days after such LOI is submitted to Administrative Agent for approval. Upon approval (or deemed approval) of the LOI, no further approval will be required by Administrative Agent and Administrative Agent will have granted its consent to the Lease that results from the LOI so long as such Lease is on Borrower’s standard form of tenant lease approved by Administrative Agent (which lease form may be modified to address customary lease modifications in the marketplace), and the business terms in the Lease are not materially different from the terms outlined in the approved (or deemed approved) LOI. In the event Borrower satisfies all of the conditions of this Section 3 with respect to any Lease, Administrative Agent’s consent to such Lease shall not be required.

Leasing Guidelines. Except as expressly permitted under this Agreement, Borrower shall not enter into any Lease of space in the Improvements unless approved or deemed approved by Administrative Agent prior to execution (which consent shall not be unreasonably withheld, conditioned or delayed). Borrower’s standard form of tenant lease, and any revisions thereto, must have the prior written approval of Administrative Agent. Administrative Agent shall be “deemed” to have approved any Lease that: (a) is on the standard form lease approved by Administrative Agent with no deviations except as approved by Administrative Agent (subject to modifications to address customary lease modifications in the marketplace); (b) is entered into in the ordinary course of business with a bona fide unrelated third party tenant, and Borrower, acting in good faith and exercising due diligence, has determined that the tenant is financially capable of performing its obligations under the Lease; (c) is received by Administrative Agent, together with any guaranty(ies) and financial information received by Borrower regarding the tenant and any guarantor(s), within fifteen (15) days after execution; (d) reflects an arm’s length transaction; (e) contains no option or right of first refusal to purchase all or any portion of the Property or any present or future interest therein; (f) requires the tenant to execute and deliver to Administrative Agent an estoppel certificate in form and substance reasonably acceptable to Administrative Agent within thirty (30) days after notice from Administrative Agent; and (g) does not cover in excess of twenty-five percent (25%) of the aggregate net rentable area of the Improvements or have a rental rate that is less than (i) $33.00 15.00 per square foot per year (on a full service gross triple net basis) for office space in the Improvements, or (ii) $18.00 per square foot per year (on a full service gross basis) for retail space in the Improvements). Borrower shall provide to Administrative Agent a correct and complete copy of each Lease, including any exhibits, and any guaranty(ies) thereof, prior to execution unless the Lease meets the foregoing requirements for “deemed” approval by Administrative Agent. Borrower shall pay all reasonable costs incurred by Administrative Agent in reviewing and approving Leases and any guaranties thereof, and also in negotiating subordination agreements and subordination, nondisturbance and attornment agreements with tenants, including reasonable attorneys’ fees and costs. For Leases that require Administrative Agent’s approval, Borrower shall provide Administrative Agent with a copy of the letter of intent (“LOI”) for each proposed Lease and, to the extent available, with financial information on the proposed tenant to aid Administrative Agent in determining whether it will consent thereto. A proposed LOI shall be deemed approved by Administrative Agent unless Administrative Agent disapproves such LOI in writing within five (5) Business Days after such LOI is submitted to Administrative Agent for approval. Upon approval (or deemed approval) of the LOI, no further approval will be required by Administrative Agent and Administrative Agent will have granted its consent to the Lease that results from the LOI so long as such Lease is on Borrower’s standard form of tenant lease approved by Administrative Agent (which lease form may be modified to address customary lease modifications in the marketplace), and the business terms in the Lease are not materially different from the terms outlined in the approved (or deemed approved) LOI. In the event Borrower satisfies all of the conditions of this Section 3 with respect to any Lease, Administrative Agent’s consent to such Lease shall not be required.

Leasing Guidelines. Except as expressly permitted under this Agreement, Borrower shall not enter into any Lease of space in the Improvements unless approved or deemed approved by Administrative Agent prior to execution (which consent shall not be unreasonably withheld, conditioned or delayed). Borrower’s standard form of tenant lease, and any revisions thereto, must have the prior written approval of Administrative Agent. Administrative Agent shall be “deemed” to have approved any Lease that: (a) is on the standard form lease approved by Administrative Agent with no deviations except as approved by Administrative Agent (subject to modifications to address customary lease modifications in the marketplace); (b) is entered into in the ordinary course of business with a bona fide unrelated third party tenant, and Borrower, acting in good faith and exercising due diligence, has determined that the tenant is financially capable of performing its obligations under the Lease; (c) is received by Administrative Agent, together with any guaranty(ies) and financial information received by Borrower regarding the tenant and any guarantor(s), within fifteen (15) days after execution; (d) reflects an arm’s length transaction; (e) contains no option or right of first refusal to purchase all or any portion of the Property or any present or future interest therein; (f) requires the tenant to execute and deliver to Administrative Agent an estoppel certificate in form and substance reasonably acceptable to Administrative Agent within thirty (30) days after notice from Administrative Agent; and (g) does not cover in excess of twenty-five percent (25%) of the aggregate net rentable area of the Improvements or have a rental rate that is less than than, (i) with respect to floors one through four, $33.00 48 per square foot per year (on a full service gross basis) for office space in the Improvements), or (ii) with respect to floors five through twelve, $18.00 51 per square foot per year (on a full service gross basis), and (iii) for with respect to retail space in the Improvementsspace, $30 per square foot per year (on a triple net basis). Borrower shall provide to Administrative Agent a correct and complete copy of each Lease, including any exhibits, and any guaranty(ies) thereof, prior to execution unless the Lease meets the foregoing requirements for “deemed” approval by Administrative Agent. Borrower shall pay all reasonable costs incurred by Administrative Agent in reviewing and approving Leases and any guaranties thereof, and also in negotiating subordination agreements and subordination, nondisturbance and attornment agreements with tenants, including reasonable attorneys’ fees and costs. For Leases that require Administrative Agent’s approval, Borrower shall provide Administrative Agent with a copy of the letter of intent (“LOI”) for each proposed Lease and, to the extent available, with financial information on the proposed tenant to aid Administrative Agent in determining whether it will consent thereto. A proposed LOI shall be deemed approved by Administrative Agent unless Administrative Agent disapproves such LOI in writing within five (5) Business Days after such LOI is submitted to Administrative Agent for approval. Upon approval (or deemed approval) of the LOI, no further approval will be required by Administrative Agent and Administrative Agent will have granted its consent to the Lease that results from the LOI so long as such Lease is on Borrower’s standard form of tenant lease approved by Administrative Agent (which lease form may be modified to address customary lease modifications in the marketplace), and the business terms in the Lease are not materially different from the terms outlined in the approved (or deemed approved) LOI. In the event Borrower satisfies all of the conditions of this Section 3 with respect to any Lease, Administrative Agent’s consent to such Lease shall not be required.

Leasing Guidelines. Except as expressly permitted under this Agreement, no Borrower shall not enter into any Lease of space in the Improvements of such Borrower unless approved or deemed approved by Administrative Agent (and, to the extent required below, Required Lenders) prior to execution (which consent shall not be unreasonably withheld, conditioned or delayed). Each Borrower’s standard form of tenant lease, and any revisions thereto, must have the prior written approval of Administrative Agent, not to be unreasonably withheld, conditioned or delayed. Administrative Agent and Required Lenders shall be “deemed” to have approved any Lease that: (a) is on the standard form lease approved by Administrative Agent with no deviations except as approved by Administrative Agent (subject to modifications to address customary lease modifications in the marketplace); (b) is entered into in the ordinary course of business with a bona fide unrelated third party tenant, and the applicable Borrower, acting in good faith and exercising due diligence, has determined that the tenant is financially capable of performing its obligations under the Lease; (c) is received by Administrative Agent, together with any guaranty(ies) and financial information received by the applicable Borrower regarding the tenant and any guarantor(s), within fifteen (15) days after execution; (d) reflects an arm’s length transaction; (e) contains no option or right of first refusal to purchase all or any portion of the any Property or any present or future interest therein; (f) requires the tenant to execute and deliver to Administrative Agent an estoppel certificate in form and substance reasonably acceptable to Administrative Agent within thirty (30) days after notice from Administrative Agent; and (g) does not cover in excess of twenty-five ten percent (2510%) of the aggregate net rentable area of the applicable Improvements or have a rental rate that is less than as set forth below: Property Minimum Rental Rate RBC Plaza Property Floors 3-11: $16/SF (iNNN)* Floors 12-22: $17/SF (NNN) Floors 23-40: $33.00 per square foot per year 17.50/SF (on a full service gross basisNNN) for office space Retail Sky Space: $25/SF (NNN) Retail Street Space: $30/SF (NNN) 000 Xxxx Xxxxxxx Property Floors 3-15: $20/SF (NNN) Floors 16-29: $21.50/SF (NNN) Floors 30-40: $23/SF (NNN) Retail Space: $42.50/SF (NNN) Restaurant Space: $35.00/SF (NNN) Legacy Town Center Property Tower 1: $23/SF (NNN) Tower 2: $22/SF (NNN) Tower 3: $22/SF (NNN) One Washingtonian Property $30/SF (Modified Gross – Base Year) Preston Commons Property $22/SF (NNN) Sterling Plaza Property Floors 1-10: $21/SF (NNN) Floors 11-19: $22/SF (NNN) Ten Almaden Property $42/SF (Full Service Gross) Towers at Emeryville Property Tower I: $22.50/SF (Gross) Tower II: Office Floors Floors 1-5: $41/SF (Full Service Gross) Floors 6-9: $42SF (Full Service Gross” Floors 10-16: $43/SF (Full Service Gross)Tower III: $5.50/SF (“Gross”) *NNN means “Net-Net-Net” Any Lease that covers in excess of ten percent (10%) of the Improvementsaggregate net rentable area of the applicable Improvements shall require the prior written approval of Administrative Agent, or and any Lease that covers in excess of twenty percent (ii20%) $18.00 per square foot per year (on a full service gross basis) for retail space in of the Improvementsaggregate net rentable area of the applicable Improvements shall require the prior written approval of the Required Lenders. Borrower Borrowers shall provide to Administrative Agent (who will then provide copies to all Lenders if and when the consent of the Required Lenders is required pursuant to the terms hereof, if at all) a correct and complete copy of each Lease, including any exhibits, and any guaranty(ies) thereof, prior to execution unless the Lease meets the foregoing requirements for “deemed” approval by Administrative AgentAgent (and, if applicable, by the Required Lenders). Borrower Borrowers shall pay all reasonable costs incurred by Administrative Agent in reviewing and approving Leases and any guaranties thereof, and also in negotiating subordination agreements and subordination, nondisturbance and attornment agreements with tenants, including reasonable attorneys’ fees and costs. For Leases that require Administrative Agent’s approvalapproval (and, Borrower if applicable, the approval of the Required Lenders), Borrowers shall provide Administrative Agent (who will then provide copies to all Lenders if and when the consent of the Required Lenders is required pursuant to the terms hereof, if at all) with a copy of the letter of intent (“LOI”) for each proposed Lease and, to the extent available, with financial information on the proposed tenant to aid Administrative Agent (and, if applicable, the Required Lenders) in determining whether it will consent thereto. A proposed LOI shall be deemed approved by Administrative Agent (and, if applicable, by the Required Lenders) unless Administrative Agent (and, if applicable, the Required Lenders) disapproves such LOI in writing within five (5) Business Days after such LOI is submitted to Administrative Agent for approval. Upon approval (or deemed approval) of the LOI, no further approval will be required by Administrative Agent (and, if applicable, by the Required Lenders) and Administrative Agent (and, if applicable, the Required Lenders) will have granted its consent to the Lease that results from the LOI so long as such Lease is on the applicable Borrower’s standard form of tenant lease approved by Administrative Agent (which lease form may be modified to address customary lease modifications in the marketplace), and the business terms in the Lease are not materially different from the terms outlined in the approved (or deemed approved) LOI. In the event a Borrower satisfies all of the conditions of this Section 3 with respect to any Lease, Administrative Agent’s (and/or the Required Lenders’, if applicable) consent to such Lease shall not be required.