Common use of Material Leases Clause in Contracts

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 a renewal, extension or modification of an existing Material Lease pursuant to its terms) without the prior written consent of Lender, which consent, so long as no Event of Default is continuing, shall not be unreasonably withheld, conditioned or delayed (it being acknowledged and agreed that it is reasonable for Lender to condition any approval on Borrower funding additional tenant improvement and/or leasing commission reserves with respect to any Lease in connection with any such approval). (b) Provided that no Event of Default is then continuing, any request for approval of a Material Lease pursuant to Section 5.10.2(a) hereof shall be deemed approved if (i) the first notice (which such notice shall be by both electronic mail and overnight federal express (with signature required upon delivery) to each of the notice parties set forth in Section 6.1 hereof) from Borrower to Lender requesting such approval or consent is in an envelope marked “PRIORITY” and contains a bold-faced, conspicuous (in a font size that is not less than fourteen (14)) legend at the top of the first page thereof stating that “CONSENT SOUGHT - FIRST NOTICE: THIS IS A REQUEST FOR CONSENT UNDER SECTION 5.10.2 OF THE MEZZANINE LOAN AGREEMENT, DATED AS OF SEPTEMBER 29, 2025, AND ENTERED INTO IN CONNECTION WITH THE LOAN MADE TO BP MEZZ 1991 MAIN, LLC. FAILURE TO RESPOND TO THIS REQUEST WITHIN FIFTEEN (15) BUSINESS DAYS MAY RESULT IN THE REQUEST BEING DEEMED GRANTED,” and is accompanied by a copy of the proposed Material Lease together with all explanatory or supplementary information required by this Agreement or as otherwise reasonably necessary in order for Lender to evaluate such request; and (ii) if Lender fails to respond or to deny such request for approval in writing within the first five (5) Business Days of such fifteen (15) Business Day period, a second notice requesting approval (which such notice shall be by both electronic mail and overnight federal express (with signature required upon delivery) to each of the notice parties set forth in Section 7.1 hereof) is delivered to Lender from Borrower on the sixth (6th) Business Day of such fifteen (15) Business Day period in an envelope marked “PRIORITY” containing a bold-faced, conspicuous (in a font size that is not less than fourteen (14)) legend at the top of the first page thereof stating that “CONSENT SOUGHT - SECOND AND FINAL NOTICE: THIS IS A REQUEST FOR CONSENT UNDER SECTION 5.10.2 OF THE MEZZANINE LOAN AGREEMENT, DATED AS OF SEPTEMBER 29, 2025, AND ENTERED INTO IN CONNECTION WITH THE LOAN MADE TO BP MEZZ 1991 MAIN, LLC. IF YOU FAIL TO PROVIDE A RESPONSE (E.G., APPROVAL, DENIAL OR REQUEST FOR CLARIFICATION OR MORE INFORMATION) TO THIS REQUEST FOR APPROVAL IN WRITING WITHIN TEN (10) BUSINESS DAYS, YOUR APPROVAL SHALL BE DEEMED GIVEN” and Lender fails to provide a response to such request for approval within such final ten (10) Business Day period.

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 a renewal, extension or modification of an existing Material Lease pursuant to its terms) without the prior written consent of Lender, which consent, so long as no Event of Default is continuing, shall not be unreasonably withheld, conditioned or delayed (it being acknowledged and agreed that it is reasonable for Lender to condition any approval on Borrower funding additional tenant improvement and/or leasing commission reserves with respect to any Lease in connection with any such approval). (b) Provided that no Event of Default is then continuing, any request for approval of a Material Lease pursuant to Section 5.10.2(a) hereof shall be deemed approved if (i) the first notice (which such notice shall be by both electronic mail and overnight federal express (with signature required upon delivery) to each of the notice parties set forth in Section 6.1 hereof) from Borrower to Lender requesting such approval or consent is in an envelope marked “PRIORITY” and contains a bold-faced, conspicuous (in a font size that is not less than fourteen (14)) legend at the top of the first page thereof stating that “CONSENT SOUGHT - FIRST NOTICE: THIS IS A REQUEST FOR CONSENT UNDER SECTION 5.10.2 OF THE MEZZANINE LOAN AGREEMENT, DATED AS OF SEPTEMBER 29, 2025, AND ENTERED INTO IN CONNECTION WITH THE LOAN MADE TO BP MEZZ BPOZ 1991 MAIN, LLC. FAILURE TO RESPOND TO THIS REQUEST WITHIN FIFTEEN (15) BUSINESS DAYS MAY RESULT IN THE REQUEST BEING DEEMED GRANTED,” and is accompanied by a copy of the proposed Material Lease together with all explanatory or supplementary information required by this Agreement or as otherwise reasonably necessary in order for Lender to evaluate such request; and (ii) if Lender fails to respond or to deny such request for approval in writing within the first five (5) Business Days of such fifteen (15) Business Day period, a second notice requesting approval (which such notice shall be by both electronic mail and overnight federal express (with signature required upon delivery) to each of the notice parties set forth in Section 7.1 hereof) is delivered to Lender from Borrower on the sixth (6th) Business Day of such fifteen (15) Business Day period in an envelope marked “PRIORITY” containing a bold-faced, conspicuous (in a font size that is not less than fourteen (14)) legend at the top of the first page thereof stating that “CONSENT SOUGHT - SECOND AND FINAL NOTICE: THIS IS A REQUEST FOR CONSENT UNDER SECTION 5.10.2 OF THE MEZZANINE LOAN AGREEMENT, DATED AS OF SEPTEMBER 29, 2025, AND ENTERED INTO IN CONNECTION WITH THE LOAN MADE TO BP MEZZ BPOZ 1991 MAIN, LLC. IF YOU FAIL TO PROVIDE A RESPONSE (E.G., APPROVAL, DENIAL OR REQUEST FOR CLARIFICATION OR MORE INFORMATION) TO THIS REQUEST FOR APPROVAL IN WRITING WITHIN TEN (10) BUSINESS DAYS, YOUR APPROVAL SHALL BE DEEMED GIVEN” and Lender fails to provide a response to such request for approval within such final ten (10) Business Day period.

Material Leases. Schedule 4.16 attached hereto is a true, correct and complete list of all "Material Leases," which means, for purposes hereof, all Leases which (a) Borrower shall involve an aggregate annual expenditure by Seller of $5,000 or more, (b) are not permit Owner cancelable by Seller without cost on sixty (60) days' or less notice, or (c) have a term which extends for more than one (1) year from the Effective Date. Seller has delivered to enter into a proposed PRGUSA true, correct and complete copies of all of the Material Lease or a proposed renewalLeases, extension or modification of an existing Material Lease (other than a renewaltogether with all amendments, extension or modification of an existing Material Lease pursuant to its terms) without the prior written consent of Lenderaddenda and supplements thereto. Except as specifically set forth on Schedule 4.16, which consent, so long as no Event of Default is continuing, shall not be unreasonably withheld, conditioned or delayed (it being acknowledged and agreed that it is reasonable for Lender to condition any approval on Borrower funding additional tenant improvement and/or leasing commission reserves with respect to any Lease in connection with any such approval).each Material Lease: (a) Seller holds the leasehold interest created under each Material Lease; (b) Provided that no Event assuming the Material Lease constitutes the valid and binding agreement of Default the party thereto other than Seller, the Material Lease is then continuinglegal, valid, binding and enforceable against Seller and in full force and effect, subject to laws of general application in effect affecting creditors' rights and subject to the exercise of judicial discretion in accordance with general equitable principles; (c) subject to obtaining any necessary consent in respect of the transactions contemplated hereunder and assuming the Material Lease constitutes the valid and binding agreement of the party thereto other than PRGUSA, the Material Lease will continue to be legal, valid, binding and enforceable against PRGUSA and in full force and effect on identical terms following the Effective Date; (d) neither Seller, nor, to Seller's or Shareholder's knowledge, any request for approval of a other party to the Material Lease pursuant is in breach or default, and no event has occurred which, with the giving of notice or lapse of time, would constitute a breach or default by Seller or permit termination, modification or acceleration thereunder by any other party thereto; (e) neither Seller nor, to Section 5.10.2(aSeller's or to Shareholder's knowledge, any other party to the Material Lease has repudiated in writing any provision thereof; (f) hereof shall be deemed approved if there have been and there are no disputes, oral agreements or forbearances in effect as to the Material Lease; (g) neither Seller has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold of the Material Lease and neither Seller nor Shareholder is aware of any such assignment, transfer, conveyance, mortgage, deed in trust or encumbrance of any interest in the leasehold of the Material Lease; (h) in respect of each such Material Lease which is a facility lease, (i) such facility lease is the first notice only instrument which gives rise to a right of occupancy by Seller at any facility, (which ii) Seller is the original lessee (or has validly succeeded to the rights of the original lessee) under such notice shall be by both electronic mail and overnight federal express facility lease, (with signature required upon deliveryiii) to Seller actively occupies each of the notice parties facilities, (iv) Seller has paid the rent under the facility leases on a current basis and there are no past due amounts; and (i) in respect of each such Material Lease which is an equipment lease, (i) Seller is in actual possession of the equipment leased under each equipment lease, (ii) Seller has paid the rent set forth in Section 6.1 hereof) from Borrower to Lender requesting such approval or consent is in an envelope marked “PRIORITY” and contains a bold-faced, conspicuous (in a font size that is not less than fourteen (14)) legend at the top of the first page thereof stating that “CONSENT SOUGHT - FIRST NOTICE: THIS IS A REQUEST FOR CONSENT UNDER SECTION 5.10.2 OF THE MEZZANINE LOAN AGREEMENT, DATED AS OF SEPTEMBER 29, 2025, AND ENTERED INTO IN CONNECTION WITH THE LOAN MADE TO BP MEZZ 1991 MAIN, LLC. FAILURE TO RESPOND TO THIS REQUEST WITHIN FIFTEEN (15) BUSINESS DAYS MAY RESULT IN THE REQUEST BEING DEEMED GRANTED,” and is accompanied by a copy of the proposed Material Lease together with all explanatory or supplementary information required by this Agreement or as otherwise reasonably necessary in order for Lender to evaluate such request; and (ii) if Lender fails to respond or to deny such request for approval in writing within the first five (5) Business Days of such fifteen (15) Business Day period, a second notice requesting approval (which such notice shall be by both electronic mail and overnight federal express (with signature required upon delivery) to each of the notice parties set forth in Section 7.1 hereof) equipment leases on a current basis and there are no past due amounts. Attached as Schedule 4.16 is delivered to Lender from Borrower on the sixth (6th) Business Day of such fifteen (15) Business Day period in an envelope marked “PRIORITY” containing a bold-facedtrue, conspicuous (in a font size that is not less than fourteen (14)) legend at the top correct and complete list of the first page thereof stating that “CONSENT SOUGHT - SECOND AND FINAL NOTICE: THIS IS A REQUEST FOR CONSENT UNDER SECTION 5.10.2 OF THE MEZZANINE LOAN AGREEMENT, DATED AS OF SEPTEMBER 29, 2025, AND ENTERED INTO IN CONNECTION WITH THE LOAN MADE TO BP MEZZ 1991 MAIN, LLC. IF YOU FAIL TO PROVIDE A RESPONSE (E.G., APPROVAL, DENIAL OR REQUEST FOR CLARIFICATION OR MORE INFORMATION) TO THIS REQUEST FOR APPROVAL IN WRITING WITHIN TEN (10) BUSINESS DAYS, YOUR APPROVAL SHALL BE DEEMED GIVEN” and Lender fails equipment subject to provide a response to such request for approval within such final ten (10) Business Day periodeach equipment lease.