Common use of Material Leases Clause in Contracts

Material Leases. Borrower shall not enter into a proposed Material Lease or a proposed renewal, extension or modification of an existing Material Lease without the prior written consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld, conditioned or delayed. Prior to seeking Lender’s consent to any Material Lease, Borrower shall deliver to Lender a copy of such proposed lease (a “Proposed Material Lease”) blacklined to show changes from the standard form of Lease approved by Lender and then being used by Borrower. Lender shall approve or disapprove each Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease for which Lender’s approval is required under this Agreement within ten (10) Business Days of the submission by Borrower to Lender of a written request for such approval, accompanied by a final copy of the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. If requested by Borrower, Lender will grant conditional approvals of Proposed Material Leases or proposed renewals, extensions or modifications of existing Material Leases at any stage of the leasing process, from initial “term sheet” through negotiated lease drafts, provided that Lender shall retain the right to disapprove any such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease, if subsequent to any preliminary approval material changes are made to the terms previously approved by Lender, or additional material terms are added that had not previously been considered and approved by Lender in connection with such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. Provided that no Event of Default is continuing, if Borrower provides Lender with a written request for approval (which written request shall specifically refer to this Section 5.10.2 and shall explicitly state that failure by Lender to approve or disapprove within ten (10) Business Days will constitute a deemed approval) and Lender fails to reject the request in writing delivered to Borrower within ten (10) Business Days after receipt by Lender of the request, the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease shall be deemed approved by Lender, and Borrower shall be entitled to enter into such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. Notwithstanding anything to the contrary in this Section 5.10.2, unless expressly agreed to in writing by Lender, any approval or deemed approval by Lender of a Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease pursuant to this Section 5.10.2 shall not be deemed to constitute an approval or deemed approval by Lender of any Leasing Advance for purposes of Section 2.9.3 hereof.

Material Leases. Borrower shall not enter into a proposed Material Lease or a proposed renewalnot, extension or modification of an existing Material Lease without the prior written consent of Lender, which consent shall not, so long as no Event of Default is continuing, not be unreasonably withheldwithheld or conditioned (i) enter into any Material Lease of all or any part of the Property, conditioned (ii) cancel, terminate (other than as a result of a tenant default thereunder), abridge or delayed. Prior to seeking Lender’s otherwise modify in any material respect the terms of any Material Lease unless such action is required by the terms thereof, or accept a surrender thereof, (iii) consent to any assignment of or subletting under any Material LeaseLease not in accordance with its terms, Borrower shall deliver to Lender a copy (iv) cancel, terminate, abridge or otherwise modify any guaranty of such proposed lease (a “Proposed Material Lease”) blacklined to show changes from the standard form of Lease approved by Lender and then being used by Borrower. Lender shall approve or disapprove each Proposed any Material Lease or proposed renewalthe terms thereof, extension (v) accept prepayments of installments of Rents for a period of more than one (1) month in advance (other than estimated payments of taxes and reimbursable expenses paid by tenants pursuant to their Leases) or modification (vi) further assign the whole or any part of an existing Material Lease the Leases or the Rents other than in connection with a Transfer and Assumption. If Lender fails to respond to a request for which Lender’s approval is required consent under this Agreement Section 5.10.2 within ten (10) Business Days of the submission by Borrower to Lender of a written request for receipt thereof, such approval, accompanied by a final copy of the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. If requested by Borrower, Lender will grant conditional approvals of Proposed Material Leases or proposed renewals, extensions or modifications of existing Material Leases at any stage of the leasing process, from initial “term sheet” through negotiated lease draftsconsent shall be deemed granted, provided that Lender such request shall retain the right to disapprove any such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease, if subsequent to any preliminary approval material changes are made to the terms previously approved have been accompanied by Lender, or additional material terms are added that had not previously been considered and approved all information requested by Lender in connection with or reasonably necessary for Lender to evaluate such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. Provided that no Event of Default is continuing, if Borrower provides Lender with a written request for approval (which written request shall specifically refer to this Section 5.10.2 and shall explicitly state have clearly stated, in 14 point type or greater, that failure by if Lender fails to approve or disapprove respond to such request within ten (10) Business Days will constitute a deemed approval) and Lender fails to reject the request in writing delivered to Borrower within ten (10) Business Days after receipt by Lender of the requestDays, the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease Lender’s consent shall be deemed approved by Lenderto have been granted. In the event that Lender refuses to grant any such consent, and Lender shall specify in writing the reasons for such refusal. In addition, Borrower shall be entitled not (A) lease all or any part of the Property, (B) cancel, terminate (other than as a result of a tenant default thereunder), abridge or otherwise modify the terms of any Lease in any material respect, or accept a surrender thereof, (C) consent to enter into such Proposed Material any assignment of or subletting under any Lease not in accordance with its terms or (D) cancel, terminate, abridge or otherwise modify in any material respect any guaranty of any Lease or proposed renewal, extension or modification of an existing Material Lease. Notwithstanding anything to the contrary in this Section 5.10.2terms thereof, unless expressly agreed such actions are exercised for a commercially reasonable purpose in arms-length transactions for market rate terms. The foregoing shall not apply to in writing by Lender, any approval or deemed approval by Lender of a Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease pursuant to this Section 5.10.2 shall not be deemed to constitute an approval or deemed approval by Lender of any Leasing Advance for purposes of Section 2.9.3 hereoflicense entered into with a Taxable REIT Subsidiary.

Material Leases. Borrower shall not enter into a proposed Material Lease or a proposed renewal, extension or modification of an existing Material Lease without the prior written consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld, conditioned or delayed. Prior to seeking Lender’s consent to any Material Lease, Borrower shall deliver to Lender a copy of such proposed lease (a “Proposed Material Lease”) blacklined to show changes from the standard form of Lease approved by Lender and then being used by Borrower. Lender shall approve or disapprove each Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease for which Lender’s approval is required under this Agreement within ten (10) Business Days of the submission by Borrower to Lender of a written request for such approval, accompanied by a final copy of the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. If requested by Borrower, Lender will grant conditional approvals of Proposed Material Leases or proposed renewals, extensions or modifications of existing Material Leases at any stage of the leasing process, from initial “term sheet” through negotiated lease drafts, provided that Lender shall retain the right to disapprove any such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease, if subsequent to any preliminary approval material changes are made to the terms previously approved by Lender, or additional material terms are added that had not previously been considered and approved by Lender in connection with such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. Provided that no Event of Default is continuing, if Borrower provides Lender with a written request for approval (which written request shall specifically refer to this Section 5.10.2 and shall explicitly state that failure by Lender to approve or disapprove within ten (10) Business Days will constitute a deemed approval) and Lender fails to reject the request in writing delivered to Borrower within ten (10) Business Days after receipt by Lender of the request, the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease shall be deemed approved by Lender, and Borrower shall be entitled to enter into such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. Notwithstanding anything to the contrary in this Section 5.10.2, unless expressly agreed to in writing by Lender, any approval or deemed approval by Lender of a Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease pursuant to this Section 5.10.2 shall not be deemed to constitute an approval or deemed approval by Lender of any Leasing Advance for purposes of Section 2.9.3 hereof.

Material Leases. Borrower shall not enter into a proposed Material Lease or a proposed renewalpermit Owner to, extension or modification of an existing Material Lease without the prior written consent of Lender, which consent shall not, so long as no Event of Default is continuing, not be unreasonably withheldwithheld or conditioned (i) enter into any Material Lease of all or any part of the Property, conditioned (ii) cancel, terminate (other than as a result of a tenant default thereunder), abridge or delayed. Prior to seeking Lender’s otherwise modify in any material respect the terms of any Material Lease unless such action is required by the terms thereof, or accept a surrender thereof, (iii) consent to any assignment of or subletting under any Material LeaseLease not in accordance with its terms, Borrower shall deliver to Lender a copy (iv) cancel, terminate, abridge or otherwise modify any guaranty of such proposed lease (a “Proposed Material Lease”) blacklined to show changes from the standard form of Lease approved by Lender and then being used by Borrower. Lender shall approve or disapprove each Proposed any Material Lease or proposed renewalthe terms thereof, extension (v) accept prepayments of installments of Rents for a period of more than one (1) month in advance (other than estimated payments of taxes and reimbursable expenses paid by tenants pursuant to their Leases) or modification (vi) further assign the whole or any part of an existing Material Lease the Leases or the Rents other than in connection with a Transfer and Assumption. If Lender fails to respond to a request for which Lender’s approval is required consent under this Agreement Section 5.10.2 within ten (10) Business Days of the submission by Borrower to Lender of a written request for receipt thereof, such approval, accompanied by a final copy of the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. If requested by Borrower, Lender will grant conditional approvals of Proposed Material Leases or proposed renewals, extensions or modifications of existing Material Leases at any stage of the leasing process, from initial “term sheet” through negotiated lease draftsconsent shall be deemed granted, provided that Lender such request shall retain the right to disapprove any such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease, if subsequent to any preliminary approval material changes are made to the terms previously approved have been accompanied by Lender, or additional material terms are added that had not previously been considered and approved all information requested by Lender in connection with or reasonably necessary for Lender to evaluate such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. Provided that no Event of Default is continuing, if Borrower provides Lender with a written request for approval (which written request shall specifically refer to this Section 5.10.2 and shall explicitly state have clearly stated, in 14 point type or greater, that failure by if Lender fails to approve or disapprove respond to such request within ten (10) Business Days will constitute a deemed approval) and Lender fails to reject the request in writing delivered to Borrower within ten (10) Business Days after receipt by Lender of the requestDays, the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease Lender’s consent shall be deemed approved by Lenderto have been granted. In the event that Lender refuses to grant any such consent, and Lender shall specify in writing the reasons for such refusal. In addition, Borrower shall be entitled not permit Owner to enter into such Proposed Material (A) lease all or any part of the Property, (B) cancel, terminate (other than as a result of a tenant default thereunder), abridge or otherwise modify the terms of any Lease in any material respect, or accept a surrender thereof, (C) consent to any assignment of or subletting under any Lease not in accordance with its terms or (D) cancel, terminate, abridge or otherwise modify in any material respect any guaranty of any Lease or proposed renewal, extension or modification of an existing Material Lease. Notwithstanding anything to the contrary in this Section 5.10.2terms thereof, unless expressly agreed such actions are exercised for a commercially reasonable purpose in arms-length transactions for market rate terms. The foregoing shall not apply to in writing by Lender, any approval or deemed approval by Lender of a Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease pursuant to this Section 5.10.2 shall not be deemed to constitute an approval or deemed approval by Lender of any Leasing Advance for purposes of Section 2.9.3 hereoflicense entered into with a Taxable REIT Subsidiary.

Material Leases. (a) No Borrower shall not enter into a proposed Material Lease or a proposed renewal, extension or modification of an existing Material Lease without the prior written consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld, conditioned withheld or delayed. Prior to seeking Lender’s consent to any Material Lease, Borrower Borrowers shall deliver to Lender a copy of such proposed lease (a “Proposed Material Lease”) blacklined to show changes from the standard form of Lease approved by Lender and then being used by Borrower). Lender shall approve or disapprove each Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease for which Lender’s approval is required under this Agreement within ten fifteen (1015) Business Days of the submission by Borrower Borrowers to Lender of a written request for such approval, accompanied by a final copy of the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. If requested by BorrowerBorrowers, Lender will grant conditional approvals of Proposed Material Leases or proposed renewals, extensions or modifications of existing Material Leases at any stage of the leasing process, from initial “term sheet” through negotiated lease drafts, provided that Lender shall retain the right to disapprove any such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease, if subsequent to any preliminary approval material changes are made to the terms previously approved by Lender, or additional material terms are added that had not previously been considered and approved by Lender in connection with such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. Provided that no Event of Default is continuing, if Borrower provides Lender with a written request for approval (which written request shall specifically refer to this Section 5.10.2 and shall explicitly state that failure by Lender to approve or disapprove within ten (10) Business Days will constitute a deemed approval) and Lender fails to reject the request in writing delivered to Borrower within ten (10) Business Days after receipt by Lender of the request, the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease shall be deemed approved by Lender, and Borrower shall be entitled to enter into such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. Notwithstanding anything to the contrary in this Section 5.10.2, unless expressly agreed to in writing by Lender, any approval or deemed approval by Lender of a Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease pursuant to this Section 5.10.2 shall not be deemed to constitute an approval or deemed approval by Lender of any Leasing Advance for purposes of Section 2.9.3 hereof.

Material Leases. No Borrower shall not enter into a proposed Material Lease or a proposed renewal, extension (other than a renewal or extension that is being unilaterally exercised by a tenant pursuant to the terms of an existing Lease, with respect to which Lender shall not have any consent rights) or modification of an existing Material Lease without the prior written consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld, conditioned withheld or delayed. Prior to seeking Lender’s 's consent to any Material Lease, Borrower Borrowers shall deliver to Lender a copy of such proposed lease (a “Proposed Material Lease”"PROPOSED MATERIAL LEASE") blacklined to show changes from the standard form of Lease approved by Lender and then being used by BorrowerBorrowers. Lender shall approve or disapprove each Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease for which Lender’s 's approval is required under this Agreement within ten (10) 10 Business Days of the submission by Borrower Borrowers to Lender of a written request for such approval, accompanied by a final copy of the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. If requested by BorrowerBorrowers, Lender will grant conditional approvals of Proposed Material Leases or proposed renewals, extensions or modifications of existing Material Leases at any stage of the leasing process, from initial “"term sheet” " through negotiated lease drafts, provided that Lender shall retain the right to disapprove any such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease, if subsequent to any preliminary approval material changes are made to the terms previously approved by Lender, or additional material terms are added that had not previously been considered and approved by Lender in connection with such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. Provided that no Event of Default is continuing, if Borrower provides Borrowers provide Lender with a written request for approval (which written request shall specifically refer to this Section 5.10.2 and shall explicitly state that failure by Lender to approve or disapprove within ten (10) 10 Business Days will constitute a deemed approval) and Lender fails to reject the request in writing delivered to Borrower Borrowers within ten (10) 10 Business Days after receipt by Lender of the request, the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease shall be deemed approved by Lender, and Borrower Borrowers shall be entitled to enter into such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. Notwithstanding anything to the contrary in this Section 5.10.2, unless expressly agreed to in writing by Lender, any approval or deemed approval by Lender of a Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease pursuant to this Section 5.10.2 shall not be deemed to constitute an approval or deemed approval by Lender of any Leasing Advance for purposes of Section 2.9.3 hereof.

Material Leases. Borrower shall not enter into a proposed Material Lease or a proposed renewal, extension (other than a renewal or extension that is being unilaterally exercised by a tenant pursuant to the terms of an existing Lease, with respect to which Lender shall not have any consent rights) or modification of an existing Material Lease without the prior written consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld, conditioned withheld or delayed. Prior to seeking Lender’s 's consent to any Material Lease, Borrower shall deliver to Lender a copy of such proposed lease (a “"PROPOSED MATERIAL LEASE") and, if such Proposed Material Lease”) Lease is based on the Standard form of Lease approved by Lender, blacklined to show changes from the standard form of Lease approved by Lender and then being used by Borrower. Lender shall approve or disapprove each Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease for which Lender’s 's approval is required under this Agreement within ten (10) 10 Business Days of the submission by Borrower to Lender of a written request for such approval, accompanied by a final copy of the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. If requested by Borrower, Lender will grant conditional approvals of Proposed Material Leases or proposed renewals, extensions or modifications of existing Material Leases at any stage of the leasing process, from initial “"term sheet” " through negotiated lease drafts, provided that Lender shall retain the right to disapprove any such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease, if subsequent to any preliminary approval material changes are made to the terms previously approved by Lender, or additional material terms are added that had not previously been considered and approved by Lender in connection with such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. Provided that no Event of Default is continuing, if Borrower provides Lender with a written request for approval (which written request shall specifically refer to this Section 5.10.2 and shall explicitly state that failure by Lender to approve or disapprove within ten (10) 10 Business Days will constitute a deemed approval) and Lender fails to reject the request in writing delivered to Borrower within ten (10) 10 Business Days after receipt by Lender of the request, the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease shall be deemed approved by Lender, and Borrower shall be entitled to enter into such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. Notwithstanding anything to the contrary in this Section 5.10.25.10, unless expressly agreed to in writing by Lender, any approval or deemed approval by Lender of a Proposed Material proposed Lease or proposed renewal, extension or modification of an existing Material Lease pursuant to this Section 5.10.2 5.10 shall not be deemed to constitute (in and of itself) an approval or deemed approval by Lender of any Approved Leasing Advance for purposes of Section 2.9.3 hereofExpenses in connection therewith.

Material Leases. (a) Borrower shall not enter into a proposed Material Lease or a proposed renewal, extension or modification of an existing Material Lease without the O prior written consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld, conditioned withheld or delayed. Prior to seeking Lender’s 's consent to any Material Lease, Borrower shall deliver to Lender a copy of such proposed lease (a “"Proposed Material Lease”") blacklined to show changes from the standard form of Lease approved by Lender and then being used by Borrower. Lender shall approve or disapprove each Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease for which Lender’s 's approval is required under this Agreement within ten fifteen (1015) Business Days of the submission by Borrower to Lender of a written request for such approval, accompanied by a final copy of the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. If requested by Borrower, Lender will grant conditional approvals of Proposed Material Leases or proposed renewals, extensions or modifications of existing Material Leases at any stage of the leasing process, from initial “"term sheet” " through negotiated lease drafts, provided that Lender shall retain the right to disapprove any such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease, if subsequent to any preliminary approval material changes are made to the terms previously approved by Lender, or additional material terms are added that had not previously been considered and approved by Lender in connection with such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. Provided that no Event of Default is continuing, if Borrower provides Lender with a written request for approval (which written request shall specifically refer to this Section 5.10.2 and shall explicitly state that failure by Lender to approve or disapprove within ten (10) Business Days will constitute a deemed approval) and Lender fails to reject the request in writing delivered to Borrower within ten (10) Business Days after receipt by Lender of the request, the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease shall be deemed approved by Lender, and Borrower shall be entitled to enter into such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. Notwithstanding anything to the contrary in this Section 5.10.2, unless expressly agreed to in writing by Lender, any approval or deemed approval by Lender of a Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease pursuant to this Section 5.10.2 shall not be deemed to constitute an approval or deemed approval by Lender of any Leasing Advance for purposes of Section 2.9.3 hereof.

Material Leases. Borrower shall not enter into a proposed Material Lease or a proposed renewal, extension or modification of an existing Material Lease without the prior written consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld, conditioned withheld or delayed. Prior to seeking Lender’s consent to any Material Lease, Borrower shall deliver to Lender a copy of such proposed lease Material Lease (a “Proposed Material Lease”) blacklined to show changes from the standard form of Lease approved by Lender and then being used by Borrower. Lender shall approve or disapprove each Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease for which Lender’s approval is required under this Agreement within ten (10) Business Days of the submission by Borrower to Lender of a written request for such approval, accompanied by a final copy of the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. If requested by Borrower, Lender will grant conditional approvals of a Proposed Material Leases Lease or a proposed renewalsrenewal, extensions extension or modifications modification of an existing Material Leases Lease at any stage of the leasing process, from initial “term sheet” through negotiated lease drafts, provided that Lender shall retain the right to disapprove any such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease, Lease if subsequent to any preliminary approval material changes are made to the terms previously approved by Lender, or additional material terms are added that had not previously been considered and approved by Lender in connection with such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. Provided that no Event of Default is continuing, if Borrower provides Lender with a written request for approval (which written request shall specifically refer to this Section 5.10.2 5.9.2 and shall explicitly state that failure by Lender to approve or disapprove within ten (10) Business Days will constitute a deemed approval) and Lender fails to reject the request in writing delivered to Borrower within ten (10) Business Days after receipt by Lender of the request, the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease shall be deemed approved by Lender, and Borrower shall be entitled to enter into such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. Notwithstanding anything to the contrary in this Section 5.10.2, unless expressly agreed to in writing by Lender, any approval or deemed approval by Lender of a Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease pursuant to this Section 5.10.2 shall not be deemed to constitute an approval or deemed approval by Lender of any Leasing Advance for purposes of Section 2.9.3 hereof.

Material Leases. No Borrower shall not enter into a proposed Material Lease or a proposed renewal, extension (other than a renewal or extension that is being unilaterally exercised by a tenant pursuant to the terms of an existing Lease, with respect to which Lender shall not have any consent rights) or modification of an existing Material Lease without the prior written consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld, conditioned withheld or delayed. Prior to seeking Lender’s 's consent to any Material Lease, Borrower Borrowers shall deliver to Lender a copy of such proposed lease (a “Proposed Material Lease”"PROPOSED MATERIAL LEASE") blacklined to show changes from the standard form of Lease approved by Lender and then being used by BorrowerBorrowers. Lender shall approve or disapprove each Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease for which Lender’s 's approval is required under this Agreement within ten (10) 10 Business Days of the submission by Borrower Borrowers to Lender of a written request for such approval, accompanied by a final copy of the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. If requested by BorrowerBorrowers, Lender will grant conditional approvals of Proposed Material Leases or proposed renewals, extensions or modifications of existing Material Leases at any stage of the leasing process, from initial “"term sheet” " through negotiated lease drafts, provided that Lender shall retain the right to disapprove any such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease, if subsequent to any preliminary approval material changes are made to the terms previously approved by Lender, or additional material terms are added that had not previously been considered and approved by Lender in connection with such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. Provided that no Event of Default is continuing, if Borrower provides Borrowers provide Lender with a written request for approval (which written request shall specifically refer to this Section 5.10.2 and shall explicitly state that failure by Lender to approve or disapprove within ten (10) 10 Business Days will constitute a deemed approval) and Lender fails to reject the request in writing delivered to Borrower Borrowers within ten (10) 10 Business Days after receipt by Lender of the request, the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease shall be deemed approved by Lender, and Borrower Borrowers shall be entitled to enter into such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. Notwithstanding anything to the contrary in this Section 5.10.25.10, unless expressly agreed to in writing by Lender, any approval or deemed approval by Lender of a Proposed Material proposed Lease or proposed renewal, extension or modification of an existing Material Lease pursuant to this Section 5.10.2 5.10 shall not be deemed to constitute (in and of itself) an approval or deemed approval by Lender of any Approved Leasing Advance for purposes of Section 2.9.3 hereofExpenses in connection therewith.

Material Leases. Borrower shall not enter into a proposed Material Lease or a proposed renewal, extension (other than a renewal or extension that is being unilaterally exercised by a tenant pursuant to the terms of an existing Lease, with respect to which Lender shall not have any consent rights) or modification of an existing Material Lease without the prior written consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld, conditioned withheld or delayed. Prior to seeking Lender’s consent to any Material Lease, Borrower shall deliver to Lender a copy of such proposed lease (a “Proposed Material Lease”) and, if such Proposed Material Lease is based on the standard form of Lease approved by Lender, blacklined to show changes from the standard form of Lease approved by Lender and then being used by Borrower. Lender shall approve or disapprove each Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease for which Lender’s approval is required under this Agreement within ten (10) 10 Business Days of the submission by Borrower to Lender of a written request for such approval, accompanied by a final copy of the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. If requested by Borrower, Lender will grant conditional approvals of Proposed Material Leases or proposed renewals, extensions or modifications of existing Material Leases at any stage of the leasing process, from initial “term sheet” through negotiated lease drafts, provided that Lender shall retain the right to disapprove any such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease, if subsequent to any preliminary approval material changes are made to the terms previously approved by Lender, or additional material terms are added that had not previously been considered and approved by Lender in connection with such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. Provided that no Event of Default is continuing, if Borrower provides Lender with a written request for approval (which written request shall specifically refer to this Section 5.10.2 and shall explicitly state that failure by Lender to approve or disapprove within ten (10) 10 Business Days will constitute a deemed approval) and Lender fails to reject the request in writing delivered to Borrower within ten (10) 10 Business Days after receipt by Lender of the request, the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease shall be deemed approved by Lender, and Borrower shall be entitled to enter into such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. Notwithstanding anything to the contrary in this Section 5.10.25.10, unless expressly agreed to in writing by Lender, any approval or deemed approval by Lender of a Proposed Material proposed Lease or proposed renewal, extension or modification of an existing Material Lease pursuant to this Section 5.10.2 5.10 shall not be deemed to constitute (in and of itself) an approval or deemed approval by Lender of any Approved Leasing Advance for purposes of Section 2.9.3 hereofExpenses in connection therewith.

Material Leases. Borrower shall not enter into a proposed Material Lease or a proposed renewal, extension (other than a renewal or extension that is being unilaterally exercised by a tenant pursuant to the terms of an existing Lease, with respect to which Lender shall not have any consent rights) or modification of an existing Material Lease without the prior written consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld, conditioned withheld or delayed. Prior to seeking Lender’s 's consent to any Material Lease, Borrower shall deliver to Lender a copy of such proposed lease (a “"PROPOSED MATERIAL LEASE") and, if such Proposed Material Lease”) Lease is based on the standard form of Lease approved by Lender, blacklined to show changes from the standard form of Lease approved by Lender and then being used by Borrower. Lender shall approve or disapprove each Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease for which Lender’s 's approval is required under this Agreement within ten (10) 10 Business Days of the submission by Borrower to Lender of a written request for such approval, accompanied by a final copy of the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. If requested by Borrower, Lender will grant conditional approvals of Proposed Material Leases or proposed renewals, extensions or modifications of existing Material Leases at any stage of the leasing process, from initial “"term sheet” " through negotiated lease drafts, provided that Lender shall retain the right to disapprove any such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease, if subsequent to any preliminary approval material changes are made to the terms previously approved by Lender, or additional material terms are added that had not previously been considered and approved by Lender in connection with such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. Provided that no Event of Default is continuing, if Borrower provides Lender with a written request for approval (which written request shall specifically refer to this Section 5.10.2 and shall explicitly state that failure by Lender to approve or disapprove within ten (10) 10 Business Days will constitute a deemed approval) and Lender fails to reject the request in writing delivered to Borrower within ten (10) 10 Business Days after receipt by Lender of the request, the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease shall be deemed approved by Lender, and Borrower shall be entitled to enter into such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. Notwithstanding anything to the contrary in this Section 5.10.25.10, unless expressly agreed to in writing by Lender, any approval or deemed approval by Lender of a Proposed Material proposed Lease or proposed renewal, extension or modification of an existing Material Lease pursuant to this Section 5.10.2 5.10 shall not be deemed to constitute (in and of itself) an approval or deemed approval by Lender of any Approved Leasing Advance for purposes of Section 2.9.3 hereofExpenses in connection therewith.

Material Leases. Borrower shall not enter into a proposed Material Lease or a proposed renewal, extension or modification of an existing Material Lease without the prior written consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld, conditioned withheld or delayed. Prior to seeking Lender’s consent to any Material Lease, Borrower shall deliver to Lender a copy of such proposed lease (a “Proposed Material Lease”) blacklined to show changes from the standard form of Lease approved by Lender and then being used by Borrower. Lender shall approve or disapprove each Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease for which Lender’s approval is required under this Agreement within ten (10) 10 Business Days of the submission by Borrower to Lender of a written request for such approval, accompanied by a final copy of the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. If requested by Borrower, Lender will grant conditional approvals of Proposed Material Leases or proposed renewals, extensions or modifications of existing Material Leases at any stage of the leasing process, from initial “term sheet” through negotiated lease drafts, provided that Lender shall retain the right to disapprove any such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease, if subsequent to any preliminary approval material changes are made to the terms previously approved by Lender, or additional material terms are added that had not previously been considered and approved by Lender in connection with such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. Provided that no Event of Default is continuing, if Borrower provides Lender with a written request for approval (which written request shall specifically refer to this Section 5.10.2 and shall explicitly state that failure by Lender to approve or disapprove within ten (10) Business Days will constitute a deemed approval) and Lender fails to reject the request in writing delivered to Borrower within ten (10) Business Days after receipt by Lender of the request, the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease shall be deemed approved by Lender, and Borrower shall be entitled to enter into such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. Notwithstanding anything to the contrary in this Section 5.10.2, unless expressly agreed to in writing by Lender, any approval or deemed approval by Lender of a Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease pursuant to this Section 5.10.2 shall not be deemed to constitute an approval or deemed approval by Lender of any Leasing Advance for purposes of Section 2.9.3 hereof.

Material Leases. Borrower shall not enter into a proposed Material Lease or a proposed renewal, extension or modification of an existing Material Lease without the prior written consent of Lender, which consent shall not, so long as no Event of Default is continuing, not be unreasonably withheld, conditioned withheld or delayed. Prior to seeking Lender’s consent to any Material Lease, Borrower shall deliver to Lender a copy of such proposed lease (a “Proposed Material Lease”) blacklined to show changes from the standard form of Lease approved by Lender and then being used by Borrower, together with any information requested by Lender in its reasonable discretion relating to the proposed tenant and lease guarantor (if applicable), including any credit and background checks performed by Borrower relating to such tenant and lease guarantor. Lender shall approve or disapprove each Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease for which Lender’s approval is required under this Agreement within ten (10) Business Days of the submission by Borrower to Lender of a written request for such approval, accompanied by a final copy of the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. If requested by Borrower, Lender will grant conditional approvals of Proposed Material Leases or proposed renewals, extensions or modifications of existing Material Leases at any stage of the leasing process, from initial “term sheet” through negotiated lease drafts, provided that Lender shall retain the right to disapprove any such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease, if subsequent to any preliminary approval approval, material changes are made to the terms previously approved by Lender, or additional material terms are added that had not previously been considered and approved by Lender in connection with such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. Provided that no Event of Default is continuing, if Borrower provides Lender with a written request for approval (which written request shall specifically refer to this Section 5.10.2 and shall explicitly state that failure by Lender to approve or disapprove within ten (10) Business Days will constitute a deemed approval) and Lender fails to reject the request in writing delivered to Borrower within ten (10) Business Days after receipt by Lender of the request, the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease shall be deemed approved by Lender, and Borrower shall be entitled to enter into such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. Notwithstanding anything to the contrary in this Section 5.10.2, unless expressly agreed to in writing by Lender, any approval or deemed approval by Lender of a Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease pursuant to this Section 5.10.2 shall not be deemed to constitute an approval or deemed approval by Lender of any Leasing Advance for purposes of Section 2.9.3 hereof.48 71215191

Material Leases. Borrower shall not enter into a proposed Material Lease or a proposed renewal, extension (other than a renewal or extension that is being unilaterally exercised by a tenant pursuant to the terms of an existing Lease, with respect to which Lender shall not have any consent rights) or modification of an existing Material Lease without the prior written consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld, conditioned withheld or delayed. Prior to seeking Lender’s consent to any Material Lease, Borrower shall deliver to Lender a copy of such proposed lease (a “Proposed Material Lease”) and, if such Proposed Material Lease is based on the standard form of Lease approved by Lender, blacklined to show changes from the standard form of Lease approved by Lender and then being used by Borrower. Lender shall approve or disapprove each Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease for which Lender’s approval is required under this Agreement within ten (10) Business Days of the submission by Borrower to Lender of a written request for such approval, accompanied by a final copy of the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. If requested by Borrower, Lender will grant conditional approvals of Proposed Material Leases or proposed renewals, extensions or modifications of existing Material Leases at any stage of the leasing process, from initial “term sheet” through negotiated lease drafts, provided that Lender shall retain the right to disapprove any such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease, if subsequent to any preliminary approval material changes are made to the terms previously approved by Lender, or additional material terms are added that had not previously been considered and approved by Lender in connection with such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. Provided that no Event of Default is continuing, if Borrower provides Lender with a written request for approval (which written request shall specifically refer to this Section 5.10.2 and shall explicitly state that failure by Lender to approve or disapprove within ten (10) Business Days will constitute a deemed approval) and Lender fails to reject the request in writing delivered to Borrower within ten (10) Business Days after receipt by Lender of the request, the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease shall be deemed approved by Lender, and Borrower shall be entitled to enter into such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. Notwithstanding anything to the contrary in this Section 5.10.25.10, unless expressly agreed to in writing by Lender, any approval or deemed approval by Lender of a Proposed Material proposed Lease or proposed renewal, extension or modification of an existing Material Lease pursuant to this Section 5.10.2 5.10 shall not be deemed to constitute (in and of itself) an approval or deemed approval by Lender of any Approved Leasing Advance for purposes of Section 2.9.3 hereofExpenses in connection therewith.

Material Leases. No Borrower shall not enter into a proposed Material Lease or a proposed renewal, extension or modification of an existing Material Lease without the prior written consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld, conditioned withheld or delayed. Prior to seeking Lender’s consent to any Material Lease, Borrower Borrowers shall deliver to Lender a copy of such proposed lease (a “Proposed Material Lease”) blacklined to show changes from the standard form of Lease approved by Lender and then being used by Borrower). Lender shall have fifteen (15) Business Days to approve or disapprove each Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease for which Lender’s approval is required under this Agreement within ten (10) Business Days of the submission by Borrower to Lender following Lender’s receipt of a written request for such approval, accompanied by a final copy of the Proposed Material Lease or proposed renewal, extension or modification of an existing Material LeaseLease and all information reasonably requested by Lender related thereto in which to approve or disapprove such matter; provided that such request is marked in bold lettering with the following language: “LENDER’S RESPONSE IS REQUIRED WITHIN FIFTEEN (15) BUSINESS DAYS OF RECEIPT OF THIS NOTICE” and the envelope containing the request must be marked “PRIORITY”. In the event that Lender fails to respond to the leasing matter in question with in such time, Lender’s approval shall be deemed given for all purposes. If requested by a Borrower, Lender will grant conditional approvals of Proposed Material Leases or proposed renewals, extensions or modifications of existing Material Leases at any stage of the leasing process, from initial “term sheet” through negotiated lease drafts, provided that Lender shall retain the right to disapprove any such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease, if subsequent to any preliminary approval material changes are made to the terms previously approved by Lender, or additional material terms are added that had not previously been considered and approved by Lender in connection with such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. Provided that no Event of Default is continuing, if Borrower provides Lender with a written request for approval (which written request shall specifically refer to this Section 5.10.2 and shall explicitly state that failure by Lender to approve or disapprove within ten (10) Business Days will constitute a deemed approval) and Lender fails to reject the request in writing delivered to Borrower within ten (10) Business Days after receipt by Lender of the request, the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease shall be deemed approved by Lender, and Borrower shall be entitled to enter into such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. Notwithstanding anything to the contrary in this Section 5.10.2, unless expressly agreed to in writing by Lender, any approval or deemed approval by Lender of a Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease pursuant to this Section 5.10.2 shall not be deemed to constitute an approval or deemed approval by Lender of any Leasing Advance for purposes of Section 2.9.3 hereof.

Material Leases. No Borrower shall not enter into a proposed Material Lease or a proposed renewalrenewal (other than a renewal which a tenant may exercise as a matter of right pursuant to the terms of such Material Lease and without the necessity of any Borrower’s consent), extension or modification of an existing Material Lease without the prior written consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld, conditioned withheld or delayed. Prior to seeking Lender’s consent to any Material Lease, such Borrower shall deliver to Lender a copy of such proposed lease Material Lease (a “Proposed Material Lease”) blacklined to show changes from the standard form of Lease approved by Lender and then being used by such Borrower. Lender shall approve or disapprove each Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease for which Lender’s approval is required under this Agreement within ten (10) Business Days of the submission by such Borrower to Lender of a written request for such approval, accompanied by a final copy of the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. If requested by such Borrower, Lender will grant conditional approvals of Proposed Material Leases or proposed renewals, extensions or modifications of existing Material Leases at any stage of the leasing process, from initial “term sheet” through negotiated lease drafts, provided that Lender shall retain the right to disapprove any such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease, if subsequent to any preliminary approval material changes are made to the terms previously approved by Lender, or additional material terms are added that had not previously been considered and approved by Lender in connection with such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. Provided that no Event of Default has occurred and is continuing, if any Borrower provides Lender with a written request for approval (which written request shall specifically refer to this Section 5.10.2 and shall explicitly state that failure by Lender to approve or disapprove within ten (10) Business Days days will constitute a deemed approval) and Lender fails to reject the request in writing delivered to the applicable Borrower within ten (10) Business Days days after receipt by Lender of the request, the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease shall be deemed approved by Lender, and such Borrower shall be entitled to enter into such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. Notwithstanding anything to the contrary in this Section 5.10.2, unless expressly agreed to in writing by Lender, any approval or deemed approval by Lender of a Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease pursuant to this Section 5.10.2 shall not be deemed to constitute an approval or deemed approval by Lender of any Leasing Advance for purposes of Section 2.9.3 hereof.

Material Leases. Borrower shall not enter into a proposed Material Lease or a proposed renewal, extension (other than a renewal or extension that is being unilaterally exercised by a tenant pursuant to the terms of an existing Lease, with respect to which Lender shall not have any consent rights) or modification of an existing Material Lease without the prior written consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld, conditioned withheld or delayed. Prior to seeking Lender’s consent to any Material Lease, Borrower shall deliver to Lender a copy of such proposed lease (a “Proposed Material Lease”) and, if such Proposed Material Lease is based on the standard form of Lease approved by Lender, blacklined to show changes from the standard form of Lease approved by Lender and then being used by Borrower. Lender shall approve or disapprove each Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease for which Lender’s approval is required under this Agreement within ten fifteen (1015) Business Days of the submission by Borrower to Lender of a written request for such approval, accompanied by a final copy of the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. If requested by Borrower, Lender will grant conditional approvals of Proposed Material Leases or proposed renewals, extensions or modifications of existing Material Leases at any stage of the leasing process, from initial “term sheet” through negotiated lease drafts, provided that Lender shall retain the right to disapprove any such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease, if subsequent to any preliminary approval material changes are made to the terms previously approved by Lender, or additional material terms are added that had not previously been considered and approved by Lender in connection with such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. Provided that no Event of Default is continuing, if Borrower provides Lender with a written request for approval (which written request shall specifically refer to this Section 5.10.2 and shall explicitly state that failure by Lender to approve or disapprove within ten fifteen (1015) Business Days will constitute a deemed approval) and Lender fails to reject the request in writing delivered to Borrower within ten fifteen (1015) Business Days after receipt by Lender of the request, the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease shall be deemed approved by Lender, and Borrower shall be entitled to enter into such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. Notwithstanding anything to the contrary in this Section 5.10.25.10, unless expressly agreed to in writing by Lender, any approval or deemed approval by Lender of a Proposed Material proposed Lease or proposed renewal, extension or modification of an existing Material Lease pursuant to this Section 5.10.2 5.10 shall not be deemed to constitute (in and of itself) an approval or deemed approval by Lender of any Approved Leasing Advance for purposes of Section 2.9.3 hereofExpenses in connection therewith.

Material Leases. Borrower shall not enter into a proposed --------------- Material Lease or a proposed renewal, extension (other than a renewal or extension that is being unilaterally exercised by a tenant, with respect to which Lender shall not have any consent rights) or modification of an existing Material Lease without the prior written consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld, conditioned withheld or delayed. Prior to seeking Lender’s 's consent to any Material Lease, Borrower shall deliver to Lender a copy of such proposed lease (a “"Proposed Material Lease”") blacklined to show changes from the standard form of Lease approved by Lender and then being used by Borrower. Lender shall approve or disapprove each Proposed Material Lease or proposed renewal, extension (other than a renewal or extension that is being unilaterally exercised by a tenant, with respect to which Lender shall not have any consent rights) or modification of an existing Material Lease for which Lender’s 's approval is required under this Agreement within ten (10) 10 Business Days of the submission by Borrower to Lender of a written request for such approval, accompanied by a final copy of the Proposed Material Lease or proposed renewal, extension (other than a renewal or extension that is being unilaterally exercised by a tenant, with respect to which Lender shall not have any consent rights) or modification of an existing Material Lease. If requested by Borrower, Lender will grant conditional approvals of Proposed Material Leases or proposed renewals, extensions (other than a renewal or extension that is being unilaterally exercised by a tenant, with respect to which Lender shall not have any consent rights) or modifications of existing Material Leases at any stage of the leasing process, from initial “"term sheet” " through negotiated lease drafts, provided that Lender shall retain the right to disapprove any such Proposed Material Lease or proposed renewal, extension (other than a renewal or extension that is being unilaterally exercised by a tenant, with respect to which Lender shall not have any consent rights) or modification of an existing Material Lease, if subsequent to any preliminary approval material changes are made to the terms previously approved by Lender, or additional material terms are added that had not previously been considered and approved by Lender in connection with such Proposed Material Lease or proposed renewal, extension (other than a renewal or extension that is being unilaterally exercised by a tenant, with respect to which Lender shall not have any consent rights) or modification of an existing Material Lease. Provided that no Event of Default is continuing, if Borrower provides Lender with a written request for approval (which written request shall specifically refer to this Section 5.10.2 5.9.2 and shall explicitly state that failure by Lender to approve or disapprove within ten (10) 10 Business Days will constitute a deemed approval) and Lender fails to reject the request in writing delivered to Borrower within ten (10) 10 Business Days after receipt by Lender of the request, the Proposed Material Lease or proposed renewal, extension (other than a renewal or extension that is being unilaterally exercised by a tenant, with respect to which Lender shall not have any consent rights) or modification of an existing Material Lease shall be deemed approved by Lender, and Borrower shall be entitled to enter into such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. Notwithstanding anything to the contrary in this Section 5.10.2, unless expressly agreed to in writing by Lender, any approval or deemed approval by Lender of a Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease pursuant to this Section 5.10.2 shall not be deemed to constitute an approval or deemed approval by Lender of any Leasing Advance for purposes of Section 2.9.3 hereof.

Material Leases. Borrower shall not enter into a proposed Material Lease or a proposed renewal, extension (other than a renewal or extension that is being unilaterally exercised by a tenant pursuant to the terms of an existing Lease, with respect to which Lender shall not have any consent rights) or modification of an existing Material Lease without the prior written consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld, conditioned withheld or delayed. Prior to seeking Lender’s 's consent to any Material Lease, Borrower shall deliver to Lender a copy of such proposed lease (a “Proposed Material Lease”"PROPOSED MATERIAL LEASE") blacklined to show changes from the standard form of Lease approved by Lender and then being used by Borrower. Lender shall approve or disapprove each Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease for which Lender’s 's approval is required under this Agreement within ten (10) Business Days of the submission by Borrower to Lender of a written request for such approval, accompanied by a final copy of the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. If requested by Borrower, Lender will grant conditional approvals of Proposed Material Leases or proposed renewals, extensions or modifications of existing Material Leases at any stage of the leasing process, from initial “"term sheet” " through negotiated lease drafts, provided that Lender shall retain the right to disapprove any such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease, if subsequent to any preliminary approval material changes are made to the terms previously approved by Lender, or additional material terms are added that had not previously been considered and approved by Lender in connection with such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. Provided that no Event of Default is continuing, if Borrower provides Lender with a written request for approval (which written request shall specifically refer to this Section SECTION 5.10.2 and shall explicitly state that failure by Lender to approve or disapprove within ten (10) Business Days will constitute a deemed approval) and Lender fails to reject the request in writing delivered to Borrower within ten (10) Business Days after receipt by Lender of the request, the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease shall be deemed approved by Lender, and Borrower shall be entitled to enter into such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. Notwithstanding anything to the contrary in this Section 5.10.2, unless expressly agreed to in writing by Lender, any approval or deemed approval by Lender of a Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease pursuant to this Section 5.10.2 shall not be deemed to constitute an approval or deemed approval by Lender of any Leasing Advance for purposes of Section 2.9.3 hereof.

Material Leases. Borrower shall not enter into a proposed Material Lease or a proposed renewal, extension or modification of an existing Material Lease without the prior written consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld, conditioned withheld or delayed. Prior to seeking Lender’s consent to any Material Lease, Borrower shall deliver to Lender a copy of such proposed lease Material Lease (a “Proposed Material Lease”) blacklined to show changes from the standard form of Lease approved by Lender and then being used by Borrower. Lender shall approve or disapprove each Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease for which Lender’s approval is required under this Agreement within ten (10) Business Days of the submission by Borrower to Lender of a written request for such approval, accompanied by a final copy of the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. If requested by Borrower, Lender will grant conditional approvals of a Proposed Material Leases Lease or a proposed renewalsrenewal, extensions extension or modifications modification of an existing Material Leases Lease at any stage of the leasing process, from initial “term sheet” through negotiated lease drafts, provided that Lender shall retain the right to disapprove any such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease, Lease if subsequent to any preliminary approval material changes are made to the terms previously approved by Lender, or additional material terms are added that had not previously been considered and approved by Lender in connection with such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. Provided that no Event of Default is continuing, if Borrower provides Lender with a written request for approval (which written request shall specifically refer to this Section 5.10.2 5.9.2 and shall explicitly state that failure by Lender to approve or disapprove within ten (10) Business Days will constitute a deemed approval) and Lender fails to reject the request in writing delivered to Borrower within ten (10) Business Days after receipt by Lender of the request, the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease shall be deemed approved by Lender, and Borrower shall be entitled to enter into such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. Notwithstanding anything to the contrary in this Section 5.10.2foregoing, unless expressly agreed to in writing by LenderBorrower shall have the right, any approval or deemed approval by Lender of a Proposed Material Lease or proposed renewal, extension or modification absent the continuance of an existing Material Event of Default, to enter into one or more Proprietary Leases, which Proprietary Leases shall be in the form attached hereto as Exhibit “A”, provided each such new Proprietary Lease pursuant to this Section 5.10.2 shall not be deemed to constitute an approval or deemed approval by Lender of any Leasing Advance for purposes of Section 2.9.3 hereofis entered into in accordance with a separate Proprietary Lease Transfer.

Material Leases. (a) Borrower shall not permit Owner to enter into a proposed Material Lease or a proposed renewal, extension or modification of an existing Material Lease (other than confirmatory amendments entered into to confirm the occurrence of an event contemplated by the Material Lease or a unilateral tenant extension rights) without the prior written consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld, conditioned or delayed. Prior to seeking Lender’s consent to any Material Lease, Borrower shall deliver (or cause Owner to deliver) to Lender a copy of such proposed lease (a “Proposed Material Lease”) blacklined to show changes from the standard form of Lease approved ), together with any information reasonably requested by Lender relating to the proposed tenant and then being used lease guarantor (if applicable), including any credit and background checks performed by BorrowerOwner relating to such tenant and lease guarantor. Lender shall approve or disapprove each Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease for which Lender’s approval is required under this Agreement within ten fifteen (1015) Business Days of the submission by Borrower to Lender of a written request for such approval, accompanied by a final copy of the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. If requested by Borrower, Lender will grant conditional approvals of Proposed Material Leases or proposed renewals, extensions or modifications of existing Material Leases at any stage of the leasing process, from initial “term sheet” through negotiated lease drafts, provided that Lender shall retain the right to disapprove any such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease, if subsequent to any preliminary approval material changes are made to the terms previously approved by Lender, or additional material terms are added that had not previously been considered and approved by Lender in connection with such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. Provided that no Event of Default is continuing, if Borrower provides Lender with a written request for approval (which written request shall specifically refer to this Section 5.10.2 and shall explicitly state that failure by Lender to approve or disapprove within ten (10) Business Days will constitute a deemed approval) and Lender fails to reject the request in writing delivered to Borrower within ten (10) Business Days after receipt by Lender of the request, the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease shall be deemed approved by Lender, and Borrower shall be entitled to enter into such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. Notwithstanding anything to the contrary in this Section 5.10.2, unless expressly agreed to in writing by Lender, any approval or deemed approval by Lender of a Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease pursuant to this Section 5.10.2 shall not be deemed to constitute an approval or deemed approval by Lender of any Leasing Advance for purposes of Section 2.9.3 hereof.

Material Leases. Borrower Assignor shall not enter into a proposed Material Lease (hereinafter defined) or a proposed renewal, extension or modification of an existing Material Lease (unless such renewal or extension is required pursuant to the terms of the current lease) without the prior written consent of LenderAssignee, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld, conditioned withheld or delayeddelayed provided such consent is requested by Assignor as provided in Section 2.09.02(c) below. Prior to seeking LenderAssignee’s consent to any Material Lease, Borrower Assignor shall deliver to Lender Assignee a copy of such proposed lease (each, a “Proposed Material Lease”) blacklined to show changes from the standard form of Lease approved by Lender Assignee and then being used by BorrowerAssignor. Lender Unless Assignee shall approve have expressly waived such requirement in writing, Assignor shall cause any proposed lease that would be a Material Lease and any amendment, modification or disapprove each renewal of a Lease that is a Material Lease to provide for automatic, self-operative subordination to the Mortgage and (x) at Assignee’s option, attornment to Assignee or any purchaser at a sale by foreclosure or power of sale, delivery of a deed-in-lieu of foreclosure or through the exercise of any other remedy by Assignee and (y) the unilateral right by Assignee, at Assignee’s option, to subordinate the Lien of the Mortgage to the applicable Proposed Material Lease. Any such waiver with respect to any Proposed Material Lease or proposed renewalany amendment, extension modification or modification renewal of an existing a Lease that is a Material Lease for which Lender’s approval is required under this Agreement within ten (10) Business Days shall not be construed to be a waiver of the submission by Borrower to Lender of any subsequent proposed lease that would be a written request for such approval, accompanied by a final copy of the Proposed Material Lease or proposed renewalany amendment, extension modification or modification renewal of an existing such Material Lease. If requested by BorrowerFor purposes hereof, Lender will grant conditional approvals of Proposed Material Leases or proposed renewals, extensions or modifications of existing Material Leases at any stage of the leasing process, from initial “term sheet” through negotiated lease drafts, provided that Lender shall retain the right to disapprove any such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease” shall mean (i) any Lease which, if subsequent to any preliminary approval material changes are made together with all other Leases to the terms previously approved by Lendersame tenant and to all Affiliates of such tenant, (A) covers 10,000 or additional material terms are added that had not previously been considered more square feet of space at the Property, in the aggregate or (B) is with an Affiliate of Borrower and approved by Lender in connection with such Proposed Material Lease (ii) any instrument guaranteeing or proposed renewal, extension or modification of an existing providing credit support for any Material Lease. Provided that no Event of Default is continuing, if Borrower provides Lender with a written request for approval (which written request shall specifically refer to this Section 5.10.2 and shall explicitly state that failure by Lender to approve or disapprove within ten (10) Business Days will constitute a deemed approval) and Lender fails to reject the request in writing delivered to Borrower within ten (10) Business Days after receipt by Lender of the request, the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease shall be deemed approved by Lender, and Borrower shall be entitled to enter into such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. Notwithstanding anything to the contrary in this Section 5.10.2, unless expressly agreed to in writing by Lender, any approval or deemed approval by Lender of a Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease pursuant to this Section 5.10.2 shall not be deemed to constitute an approval or deemed approval by Lender of any Leasing Advance for purposes of Section 2.9.3 hereof.

Material Leases. Borrower shall not enter into a proposed Material Lease or a proposed renewal, extension or modification of an existing Material Lease without the prior written consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld, conditioned withheld or delayed. Prior to seeking Lender’s consent to any Material Lease, Borrower shall deliver to Lender a copy of such proposed lease (a “Proposed Material Lease”) blacklined to show changes from the standard form of Lease approved by Lender and then being used by Borrower. Lender shall approve or disapprove each Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease for which Lender’s approval is required under this Agreement within ten fifteen (1015) Business Days of the submission by Borrower to Lender of a written request for such approval, accompanied by a final copy of the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. If requested by Borrower, Lender will grant conditional approvals of Proposed Material Leases or proposed renewals, extensions or modifications of existing Material Leases at any stage of the leasing process, from initial “term sheet” through negotiated lease drafts, provided that Lender shall retain the right to disapprove any such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease, if subsequent to any preliminary approval material changes are made to the terms previously approved by Lender, or additional material terms are added that had not previously been considered and approved by Lender in connection with such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. Provided that no Event of Default is continuingNotwithstanding the foregoing, if Borrower provides however, Lender with a written request for approval (which written request shall specifically refer to this Section 5.10.2 and shall explicitly state that failure by Lender to approve or disapprove within ten (10) Business Days will constitute a deemed approval) and Lender fails to reject the request in writing delivered to Borrower within ten (10) Business Days after receipt by Lender of the request, the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease shall be deemed approved by Lender, and Borrower shall be entitled to enter into such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. Notwithstanding anything to the contrary in this Section 5.10.2, unless expressly agreed to in writing by Lender, any approval or deemed approval by Lender of a Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease pursuant to this Section 5.10.2 consent shall not be deemed required with respect to constitute an approval or deemed approval by Lender any Material Lease entered into pursuant to and in accordance with Section 18 of any Leasing Advance for purposes of Section 2.9.3 hereofthe Purchase and Sale Agreement.

Material Leases. Borrower shall not enter into a proposed Material Lease or a proposed renewal, extension or modification of an existing Material Lease without the prior written consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld, conditioned or delayed. Prior to seeking Lender’s consent to any Material Lease, Borrower shall deliver to Lender a copy of such proposed lease Material Lease (a “Proposed Material Lease”) blacklined to show changes from the standard form of Lease approved by Lender and then being used by Borrower. Lender shall approve or disapprove each Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease for which Lender’s approval is required under this Agreement within ten (10) Business Days of the submission by Borrower to Lender of a written request for such approval, accompanied by a final copy of the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. If requested by Borrower, Lender will grant conditional approvals of a Proposed Material Leases Lease or a proposed renewalsrenewal, extensions extension or modifications modification of an existing Material Leases Lease at any stage of the leasing process, from initial “term sheet” through negotiated lease drafts, provided that Lender shall retain the right to disapprove any such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease, Lease if subsequent to any preliminary approval material changes are made to the terms previously approved by Lender, or additional material terms are added that had not previously been considered and approved by Lender in connection with such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. Provided that no Event of Default is continuing, if Borrower provides Lender with a written request for approval (which written request shall specifically refer to this Section 5.10.2 5.9.2 and shall explicitly state that failure by Lender to approve or disapprove within ten (10) Business Days will constitute a deemed approval) and Lender fails to reject the request in writing delivered to Borrower within ten (10) Business Days after receipt by Lender of the request, the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease shall be deemed approved by Lender, and Borrower shall be entitled to enter into such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. Notwithstanding anything to the contrary in this Section 5.10.2, unless expressly agreed to in writing by Lender, any approval or deemed approval by Lender of a Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease pursuant to this Section 5.10.2 shall not be deemed to constitute an approval or deemed approval by Lender of any Leasing Advance for purposes of Section 2.9.3 hereof.

Material Leases. No Borrower shall not enter into a proposed Material Lease or a proposed renewal, extension (other than a renewal or extension that is being unilaterally exercised by a tenant pursuant to the terms of an existing Lease, with respect to which Lender shall not have any consent rights) or modification of an existing Material Lease without the prior written consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld, conditioned withheld or delayed. Prior to seeking Lender’s 's consent to any Material Lease, Borrower Borrowers shall deliver to Lender a copy of such proposed lease (a “Proposed Material Lease”"PROPOSED MATERIAL LEASE") blacklined to show changes from the standard form of Lease approved by Lender and then being used by BorrowerBorrowers. Lender shall approve or disapprove each Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease for which Lender’s 's approval is required under this Agreement within ten (10) 10 Business Days of the submission by Borrower Borrowers to Lender of a written request for such approval, accompanied by a final copy of the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. If requested by BorrowerBorrowers, Lender will grant conditional approvals of Proposed Material Leases or proposed renewals, extensions or modifications of existing Material Leases at any stage of the leasing process, from initial “"term sheet” " through negotiated lease drafts, provided that Lender shall retain the right to disapprove any such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease, if subsequent to any preliminary approval material changes are made to the terms previously approved by Lender, or additional material terms are added that had not previously been considered and approved by Lender in connection with such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. Provided that no Event of Default is continuing, if Borrower provides Borrowers provide Lender with a written request for approval (which written request shall specifically refer to this Section 5.10.2 and shall explicitly state that failure by Lender to approve or disapprove within ten (10) 10 Business Days will constitute a deemed approval) and Lender fails to reject the request in writing delivered to Borrower Borrowers within ten (10) 10 Business Days after receipt by Lender of the request, the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease shall be deemed approved by Lender, and Borrower Borrowers shall be entitled to enter into such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. Notwithstanding anything to the contrary in this Section 5.10.25.10, unless expressly agreed to in writing by Lender, any approval or deemed approval by Lender of a Proposed Material proposed Lease or proposed renewal, extension or modification of an existing Material Lease pursuant to this Section 5.10.2 5.10 shall not be deemed to constitute (in and of itself) an approval or deemed approval by Lender of any Approved Leasing Advance Expenses payable in connection therewith for purposes of Section 2.9.3 hereof2.6.

Material Leases. (a) Borrower shall not enter into a proposed Material Lease or a proposed renewal, extension or modification of an existing Material Lease (other than confirmatory amendments entered into to confirm the occurrence of an event contemplated by the Material Lease or unilateral tenant extension rights) without the prior written consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld, conditioned or delayed. Prior to seeking Lender’s consent to any Material Lease, Borrower shall deliver to Lender a copy of such proposed lease (a “Proposed Material Lease”) blacklined to show changes from the standard form of Lease approved ), together with any information reasonably requested by Lender relating to the proposed tenant and then being used lease guarantor (if applicable), including any credit and background checks performed by BorrowerBorrower relating to such tenant and lease guarantor. Lender shall approve or disapprove each Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease for which Lender’s approval is required under this Agreement within ten (10) Business Days of the submission by Borrower to Lender of a written request for such approval, accompanied by a final copy of the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. If requested by Borrower, Lender will grant conditional approvals of Proposed Material Leases or proposed renewals, extensions or modifications of existing Material Leases at any stage of the leasing process, from initial “term sheet” through negotiated lease drafts, provided that Lender shall retain the right to disapprove any such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease, if subsequent to any preliminary approval material changes are made to the terms previously approved by Lender, or additional material terms are added that had not previously been considered and approved by Lender in connection with such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. Provided that no Event of Default is continuing, if Borrower provides Lender with a written request for approval (which written request shall specifically refer to this Section 5.10.2 and shall explicitly state that failure by Lender to approve or disapprove within ten (10) Business Days will constitute a deemed approval) and Lender fails to reject the request in writing delivered to Borrower within ten (10) Business Days after receipt by Lender of the request, the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease shall be deemed approved by Lender, and Borrower shall be entitled to enter into such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. Notwithstanding anything to the contrary in this Section 5.10.2, unless expressly agreed to in writing by Lender, any approval or deemed approval by Lender of a Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease pursuant to this Section 5.10.2 shall not be deemed to constitute an approval or deemed approval by Lender of any Leasing Advance for purposes of Section 2.9.3 hereof.

Material Leases. Borrower shall not enter into a proposed Material Lease or a proposed renewalnot, extension or modification of an existing Material Lease without the prior written consent of Lender, which consent shall not, so long as no Event of Default is continuing, not be unreasonably withheldwithheld or conditioned (i) enter into any Material Lease of all or any part of the Property, conditioned (ii) cancel, terminate (other than as a result of a tenant default thereunder), abridge or delayed. Prior to seeking Lender’s otherwise modify in any material respect the terms of any Material Lease unless such action is required by the terms thereof, or accept a surrender thereof, (iii) consent to any assignment of or subletting under any Material LeaseLease not in accordance with its terms, Borrower shall deliver to Lender a copy (iv) cancel, terminate, abridge or otherwise modify any guaranty of such proposed lease (a “Proposed Material Lease”) blacklined to show changes from the standard form of Lease approved by Lender and then being used by Borrower. Lender shall approve or disapprove each Proposed any Material Lease or proposed renewalthe terms thereof, extension (v) accept prepayments of installments of Rents for a period of more than one (1) month in advance (other than estimated payments of taxes and reimbursable expenses paid by tenants pursuant to their Leases) or modification (vi) further assign the whole or any part of an existing Material Lease the Leases or the Rents. If Lender fails to respond to a request for which Lender’s approval is required consent under this Agreement Section 5.10.2 within ten (10) Business Days of the submission by Borrower to Lender of a written request for receipt thereof, such approval, accompanied by a final copy of the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. If requested by Borrower, Lender will grant conditional approvals of Proposed Material Leases or proposed renewals, extensions or modifications of existing Material Leases at any stage of the leasing process, from initial “term sheet” through negotiated lease draftsconsent shall be deemed granted, provided that Lender such request shall retain the right to disapprove any such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease, if subsequent to any preliminary approval material changes are made to the terms previously approved have been accompanied by Lender, or additional material terms are added that had not previously been considered and approved all information requested by Lender in connection with or reasonably necessary for Lender to evaluate such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. Provided that no Event of Default is continuing, if Borrower provides Lender with a written request for approval (which written request shall specifically refer to this Section 5.10.2 and shall explicitly state have clearly stated, in 14 point type or greater, that failure by if Lender fails to approve or disapprove respond to such request within ten (10) Business Days will constitute a deemed approval) and Lender fails to reject the request in writing delivered to Borrower within ten (10) Business Days after receipt by Lender of the requestDays, the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease Lender’s consent shall be deemed approved by Lenderto have been granted. In the event that Lender refuses to grant any such consent, and Lender shall specify in writing the reasons for such refusal. In addition, Borrower shall be entitled not (A) lease all or any part of the Property, (B) cancel, terminate (other than as a result of a tenant default thereunder), abridge or otherwise modify the terms of any Lease in any material respect, or accept a surrender thereof, (C) consent to enter into such Proposed Material any assignment of or subletting under any Lease not in accordance with its terms or (D) cancel, terminate, abridge or otherwise modify in any material respect any guaranty of any Lease or proposed renewal, extension or modification of an existing Material Lease. Notwithstanding anything to the contrary in this Section 5.10.2terms thereof, unless expressly agreed such actions are exercised for a commercially reasonable purpose in arms-length transactions for market rate terms. The foregoing shall not apply to in writing by Lender, any approval or deemed approval by Lender of a Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease pursuant to this Section 5.10.2 shall not be deemed to constitute an approval or deemed approval by Lender of any Leasing Advance for purposes of Section 2.9.3 hereoflicense entered into with a Taxable REIT Subsidiary.