financial
terms of the proposed Lease shall not be less than the prevailing market rates
in the location of the Property for leases of similar amounts of space, length
of term and use of space and located in buildings consistent in character,
quality and location with the Property and the other terms of proposed Lease are
otherwise commercially reasonable;
(v)
the proposed Lease has a minimum initial
term of five (5) years (with no early termination clause that would reduce the
term to less than five (5) years);
(vi)
the proposed Lease does not contain any
purchase options or right to purchase any part of such Property or the
Collateral;
(vii)
the proposed Lease does not violate any other
Leases;
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(viii)
the execution of the proposed Lease does not
violate the terms, provisions or covenants of any of the Permitted Encumbrances;
and
(ix)
the proposed Lease complies with
Section 8.10(k) hereof.
(E)
WITHOUT LIMITING SECTION 8.10(A) HEREOF,
BORROWER SHALL DELIVER TO AGENT A COPY OF ANY LEASE, AND ANY AMENDMENT,
MODIFICATION OR SUPPLEMENT THEREOF WITHIN FIVE (5) BUSINESS DAYS AFTER THE
EXECUTION AND DELIVERY THEREOF.
(F)
IN THE EVENT THAT BORROWER REQUESTS
AGENT'S CONSENT UNDER SECTION 8.10(A) THROUGH (D) HEREOF IN ACCORDANCE WITH THE
FOLLOWING REQUIREMENTS, SUCH CONSENT SHALL BE DEEMED GIVEN IF AGENT HAS NOT
PROVIDED BORROWER WITH NOTICE OF WHETHER AGENT IS GIVING OR DENYING THE
REQUESTED CONSENT, OR REQUESTING ADDITIONAL INFORMATION WHICH AGENT DETERMINES
IS NECESSARY TO ANALYZE AND EVALUATE SUCH REQUEST (IN SUCH CASE, BORROWER SHALL
PROMPTLY FURNISH SUCH ADDITIONAL INFORMATION AND SHALL BE REQUIRED TO ONCE AGAIN
COMPLY WITH THE PROVISIONS OF THIS SECTION 8.10(F), INCLUDING THE SENDING OF A
FIRST SECTION 8.10 REQUEST NOTICE AND A SECOND SECTION 8.10 REQUEST NOTICE
WITHIN THE APPLICABLE TIME PERIODS SET FORTH IN THIS SECTION 8.10), WITHIN SEVEN
(7) BUSINESS DAYS AFTER BORROWER'S SUBMISSION TO AGENT OF A SECOND SECTION 8.10
REQUEST NOTICE:
(y)
Borrower shall send a notice (a "First
Section 8.10 Request Notice") to Agent requesting such consent, comply with the
following requirements:
(A)
Such request shall contain in boldface
conspicuous type at the beginning of such notice the following text:
"THIS IS A FIRST SECTION 8.10 REQUEST NOTICE BEING DELIVERED PURSUANT TO
SECTION 8.10 OF THE LOAN AGREEMENT BETWEEN FIRST STATES INVESTORS 3300 B, L.P.,
AS BORROWER AND PB CAPITAL CORPORATION, AS AGENT, AND THE LENDERS PARTY
THERETO.
FAILURE TO RESPOND WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF THIS
NOTICE SHALL TRIGGER A SECOND NOTICE IN ACCORDANCE WITH CLAUSE (z) OF
SECTION 8.10(f) OF SUCH
LOAN AGREEMENT.
FAILURE TO RESPOND TO SUCH SECOND
REQUEST SHALL BE DEEMED TO BE A CONSENT TO THE SUBJECT OF THE REQUEST SET FORTH
HEREIN";
(B)
Borrower shall in good faith contact
(telephonically or by e-mail) the asset manager at Agent known to Borrower as
having primary responsibility for the Loan and/or the relationship with Borrower
and advise such Person that such request is being made and the consequence of
Agent's failure to respond to such request;