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2005078'74 "Major Space Lease" shall mean any Space Lease of a tenant or Affiliate of such tenant where such tenant or such Affiliate leases, in the aggregate, five percent (5 %) or more of the Total GLA. "Management Agreement" shall have the meaning set forth in Section 7.02 hereof. "Manager" shall mean the Person, other than Borrower, which manages the Property on behalf of Borrower, which Person shall be subject to the review and approval of Lender. If the Property is self managed, "Manager" shall mean Borrower. "Manager Certification" shall have the meaning set forth in Section 2.09 hereof. "Material Adverse Effect" shall mean any event or condition that has a material adverse effect on (a) the Property, (b) the business, prospects, profits, management, operations or condition (financial or otherwise) of Borrower, (c) the enforceability, validity, perfection or priority of the lien of any Loan Document or (d) the ability of Borrower to perform any obligations under any Loan Document. "Maturity ", when used with respect to the Note, shall mean the Maturity Date set forth in the Note or such other date pursuant to the Note on which the final payment of principal, and premium, if any, on the Note becomes due and payable as therein or herein provided, whether at Stated Maturity or by declaration of acceleration, or otherwise. "Maturity Date" shall mean the Maturity Date set forth in the Note. "Mez Load" shall mean a certain mezzanine loan in the original principal sum of $20,000,000 and, provided that the aggregate debt service coverage and loan -to -value ratio for all of the Cross - collateralized Properties and other properties in which the borrower under such mezzanine loan holds a direct or indirect ownership interest, in each case as determined by Lender in its reasonable discretion utilizing its then current underwriting standards and assuming that the principal balance of the Mez Loan is increased to the requested amount, is 1.15:1.0 or greater and 85% or lower, respectively, a maximum principal sum of $50,000,000, which is evidenced or to be evidenced by a certain promissory note, secured by, among other things, a first priority pledge of the direct or indirect ownership interest in Borrower and which matures no earlier than the Maturity Date. In the event that the Mez Loan does not close as of the Closing Date, such loan must be consented to in writing by Lender, which consent shall not be unreasonably withheld and may be conditioned upon, among other things, receipt by Lender of an executed intercreditor agreement, in form and substance reasonably acceptable to Lender between the lender of the proposed Mez Loan and Lender and receipt of written confirmation from each Rating Agency that any rating issued by the Rating Agency in connection with a Securitization will not, as a result of the proposed Mez Loan be downgraded from the then current ratings thereof, qualified or withdrawn. "Mez Payment Amount" shall mean, as of any Payment Date, the amount of interest and principal then due and payable pursuant to the terms of the Mez Loan. "Mez Payment Sub - Account" shall mean the Sub - Account of the Central Account established pursuant to Section 5.02 hereof and maintained pursuant to Section 5.14 hereof. "Monthly Debt Service Pa ent" shall mean a monthly payment of principal and interest in an amount equal to that which is required pursuant to the Note. " Multiemployer Plan" shall mean a multiemployer plan defined as such in Section 3(37) of ERISA to which contributions have been, or were required to have been, made by Borrower, Guarantor or any ERISA Affiliate and which is covered by Title IV of ERISA. "Net Capital Expenditures" shall mean for any period the amount by which Capital Expenditures during such period exceeds reimbursements for such items during such period from any find established pursuant to the Loan Documents. 13