Common use of Deemed Approval Clause in Contracts

Deemed Approval. In the event that (a) any Borrower delivers to Administrative Agent a written request pursuant to Section 11.1 for Administrative Agent’s approval of (i) a Lease or other leasing matter requiring Administrative Agent consent under this Article 4 with respect to a matter, amendment or new Lease with comparable or superior economic terms and conditions from the immediately preceding provision or Lease in the reasonable judgment of the Borrowers’ Agent or (ii) the termination of a Lease pursuant to the terms of such Lease due to the Tenant’s default thereunder provided such termination is in the best interest of the applicable Borrower in the reasonable business judgment of the Borrowers’ Agent, (b) Administrative Agent has failed to respond to such request within ten (10) Business Days after Administrative Agent’s receipt of such request, and (c) Borrowers have delivered to Administrative Agent by such method a second copy of such request with such supporting documents and information required above, then, if Administrative Agent has failed to respond to such second written request pursuant to Section 11.1 within five (5) Business Days after Administrative Agent’s receipt of such second written request and such supporting documents and information, such request shall be deemed approved; provided that each such request included a legend prominently displayed at the top of the first page thereof in solid capital letters in bold face type of a font size not less than fourteen (14) as follows: “WARNING: IF YOU FAIL TO RESPOND TO OR EXPRESSLY DENY THIS REQUEST FOR APPROVAL IN WRITING WITHIN TEN (10)/FIVE (5) BUSINESS DAYS AFTER YOUR RECEIPT, YOU WILL BE DEEMED TO HAVE APPROVED THIS REQUEST.” For the avoidance of doubt, if Administrative Agent responds to any such request with a request for further information or documentation, the initial ten (10) Business Day period or subsequent five (5) Business Day period, as the case may be, shall not commence until all such requested information and/or documentation has been received by Administrative Agent.

Deemed Approval. In the event that (a) any Borrower delivers to Administrative Agent a written request pursuant to Section 11.1 for Administrative Agent’s approval of (i) a Lease or other leasing matter requiring Administrative Agent consent under this Article 4 with respect to a matter, amendment or new Lease with comparable or superior economic terms and conditions from the immediately preceding provision or Lease in the reasonable judgment of the Borrowers’ Agent Borrower Representative or (ii) the termination of a Lease pursuant to the terms of such Lease due to the Tenant’s default thereunder provided such termination is in the best interest of the applicable Borrower in the reasonable business judgment of the Borrowers’ AgentBorrower Representative, (b) Administrative Agent has failed to respond to such request within ten (10) Business Days after Administrative Agent’s receipt of such request, and (c) Borrowers have Borrower has delivered to Administrative Agent by such method a second copy of such request with such supporting documents and information required above, then, if Administrative Agent has failed to respond to such second written request pursuant to Section 11.1 within five (5) Business Days after Administrative Agent’s receipt of such second written request and such supporting documents and information, such request shall be deemed approved; provided that each such request included a legend prominently displayed at the top of the first page thereof in solid capital letters in bold face type of a font size not less than fourteen (14) as follows: “WARNING: IF YOU FAIL TO RESPOND TO OR EXPRESSLY DENY THIS REQUEST FOR APPROVAL IN WRITING WITHIN [TEN (10)/FIVE (5) )] BUSINESS DAYS AFTER YOUR RECEIPT, YOU WILL BE DEEMED TO HAVE APPROVED THIS REQUEST.” For the avoidance of doubt, if Administrative Agent responds to any such request with a request for further information or documentation, the initial ten (10) Business Day period or subsequent five (5) Business Day period, as the case may be, shall not commence until all such requested information and/or documentation has been received by Administrative Agent.LOAN AGREEMENT – PAGE 60 HTI MOB Portfolio

Deemed Approval. In With respect to any matter for which Borrower has a consent or approval right under the event Collaterally Assigned Loan Documents (including, without limitation, any matter requested by Fee Owner relating to the Collaterally Assigned Loan), with respect to such matter, to the extent that Agent has a consent or approval right with respect to such matter pursuant to the terms hereof, Agent’s approval shall be deemed given with respect to such matter if: (a) any Borrower delivers to Administrative shall have sent Agent a written request pursuant to Section 11.1 for Administrative Agent’s approval of (i) a Lease or other leasing matter requiring Administrative Agent consent under this Article 4 with respect to a matter, amendment or new Lease such matter in accordance with comparable or superior economic the applicable terms and conditions from the immediately preceding provision or Lease in the reasonable judgment of the Borrowers’ Agent or (ii) the termination of a Lease pursuant to the terms of such Lease due to the Tenant’s default thereunder provided such termination is in the best interest of the applicable Borrower in the reasonable business judgment of the Borrowers’ Agenthereof, (b) Administrative Agent has shall have failed to respond either approve or deny such request, or request any information and/or documentation relating to such request as may be reasonably required in order to approve or disapprove such matter within ten seven (107) Business Days after Administrative of receipt of the foregoing initial notice (or within seven (7) Business Days of Agent’s receipt of such requestrequested information and/or documentation, whichever is later), (c) Borrower shall have submitted a second request for approval with respect to such matter in accordance with the applicable terms and conditions hereof, which second notice shall have been marked in bold lettering with the following language: “AGENT’S RESPONSE IS REQUIRED WITHIN THREE (3) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF THE LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND AGENT. AGENT’S FAILURE TO RESPOND TO THIS NOTICE WITHIN SUCH THREE (3) BUSINESS DAY PERIOD MAY RESULT IN AGENT’S APPROVAL OF THE MATTERS DISCUSSED HEREIN BEING DEEMED GRANTED PURSUANT TO THE LOAN AGREEMENT”, (d) Agent has not reasonably requested additional information and/or documentation that has not been received by Agent, and (ce) Borrowers Agent shall have delivered to Administrative Agent by such method a second copy of such request with such supporting documents and information required above, then, if Administrative Agent has failed to respond to such second written request pursuant to Section 11.1 within five (5) Business Days after Administrative Agent’s receipt of such second written request and such supporting documents and information, such request shall be deemed approved; provided that each such request included a legend prominently displayed at the top of the first page thereof in solid capital letters in bold face type of a font size not less than fourteen (14) as follows: “WARNING: IF YOU FAIL TO RESPOND TO OR EXPRESSLY DENY THIS REQUEST FOR APPROVAL IN WRITING WITHIN TEN (10)/FIVE (5) BUSINESS DAYS AFTER YOUR RECEIPT, YOU WILL BE DEEMED TO HAVE APPROVED THIS REQUEST.” For the avoidance of doubt, if Administrative Agent responds to any such request notice with a disapproval or request for further additional information or documentation, the initial ten and/or documentation within such three (10) Business Day period or subsequent five (53) Business Day period, as the case may be, shall not commence until all such requested information and/or documentation has been received by Administrative Agent.

Deemed Approval. In the event that If (aw) any Borrower delivers to Administrative Agent a written request pursuant to Section 11.1 for Administrative Agent’s Tenant requests Landlord's approval of (i) a Lease or other leasing matter requiring Administrative Agent consent under this Article 4 with respect to a matter, amendment or new Lease with comparable or superior economic terms and conditions from the immediately preceding provision or Lease proposed Transfer as provided in the reasonable judgment of the Borrowers’ Agent or (ii) the termination of a Lease pursuant to the terms of such Lease due to the Tenant’s default thereunder provided such termination is in the best interest of the applicable Borrower in the reasonable business judgment of the Borrowers’ AgentSection 17.4 hereof, (bx) Administrative Agent has failed Landlord fails to respond to such Tenant's request within ten thirty (1030) Business Days days after Administrative Agent’s receipt of the date that Tenant gives Landlord notice thereof, (y) Tenant gives Landlord an additional notice, which provides in bold and capital letters that "LANDLORD'S FAILURE TO RESPOND TO THIS ADDITIONAL NOTICE WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE THAT TENANT GIVES THIS PROPOSED TRANSFER NOTICE SHALL BE DEEMED TO BE LANDLORD'S CONSENT TO SUCH PROPOSED TRANSFER" (any such request, additional notice being referred to herein as an "Additional Request Notice") and (cz) Borrowers have delivered to Administrative Agent by such method a second copy of such request with such supporting documents and information required above, then, if Administrative Agent has failed Landlord fails to respond to such second written Tenant's request pursuant to Section 11.1 within five (5) Business Days after Administrative Agent’s receipt of such second written request and such supporting documents and informationthe date that Tenant gives the Additional Request Notice to Landlord, such request then Landlord shall be deemed approvedto have approved Tenant's aforesaid request for purposes of Section 17.4 hereof; provided provided, however, that (I) Tenant shall not be permitted to give to Landlord an Additional Request Notice before the date that is thirty (30) days after the date that Tenant gave to Landlord the corresponding initial request, (II) in no event shall Landlord be deemed to have consented to 107 any Transfer that is otherwise expressly prohibited by the terms of this Lease and (III) the Transferor and each such request included a legend prominently displayed at other Permitted Party (if any) whose interest is superior to the top interest of the first page Transferor, and the Transferee, each executes and delivers to Landlord the Consent promptly following delivery thereof in solid capital letters in bold face type of a font size not less than fourteen (14) as follows: “WARNING: IF YOU FAIL TO RESPOND TO OR EXPRESSLY DENY THIS REQUEST FOR APPROVAL IN WRITING WITHIN TEN (10)/FIVE (5) BUSINESS DAYS AFTER YOUR RECEIPT, YOU WILL BE DEEMED TO HAVE APPROVED THIS REQUESTto Tenant.” For the avoidance of doubt, if Administrative Agent responds to any such request with a request for further information or documentation, the initial ten (10) Business Day period or subsequent five (5) Business Day period, as the case may be, shall not commence until all such requested information and/or documentation has been received by Administrative Agent.

Deemed Approval. In the event that (a) any Borrower delivers to Administrative Agent a written request pursuant to Section 11.1 for Administrative Agent’s approval of (i) a Lease or other leasing matter requiring Administrative Agent consent under this Article 4 with respect to a matter, amendment or new Lease with comparable or superior economic terms and conditions from the immediately preceding provision or Lease in the reasonable judgment of the Borrowers’ Agent Borrower Representative or (ii) the termination of a Lease pursuant to the terms of such Lease due to the Tenant’s default thereunder provided such termination is in the best interest of the applicable Borrower in the reasonable business judgment of the Borrowers’ AgentBorrower Representative, (b) Administrative Agent has failed to respond to such request within ten (10) Business Days after Administrative Agent’s receipt of such request, and (c) Borrowers have Borrower has delivered to Administrative Agent by such method a second copy of such request with such supporting documents and information required above, then, if Administrative Agent has failed to respond to such second written request pursuant to Section 11.1 within five (5) Business Days after Administrative Agent’s receipt of such second written request and such supporting documents and information, such request shall be deemed approved; provided that each such request included a legend prominently displayed at the top of the first page thereof in solid capital letters in bold face type of a font size not less than fourteen (14) as follows: “WARNING: IF YOU FAIL TO RESPOND TO OR EXPRESSLY DENY THIS REQUEST FOR APPROVAL IN WRITING WITHIN [TEN (10)/FIVE (5) )] BUSINESS DAYS AFTER YOUR RECEIPT, YOU WILL BE DEEMED TO HAVE APPROVED THIS REQUEST.” For the avoidance of doubt, if Administrative Agent responds to any such request with a request for further information or documentation, the initial ten (10) Business Day period or subsequent five (5) Business Day period, as the case may be, shall not commence until all such requested information and/or documentation has been received by Administrative Agent.”