Common use of New Leases and Lease Modifications Clause in Contracts

New Leases and Lease Modifications. Except as otherwise provided in this Section 8.7, Borrower shall not and shall not permit Operating Lessee to (i) enter into any Lease on terms other than “market” and rental rates (in Borrower’s or Operating Lessee’s good faith judgment), or (ii) enter into any Material Lease (a “New Lease”), or (iii) consent to the assignment of any Material Lease (unless required to do so by the terms of such Material Lease) that releases the original Tenant from its obligations under the Material Lease, or (iv) modify any Material Lease (including, without limitation, accept a surrender of any portion of the Property subject to a Material Lease (unless otherwise permitted or required by law), allow a reduction in the term of any Material Lease or a reduction in the Rent payable under any Material Lease, change any renewal provisions of any Material Lease, materially increase the obligations of the landlord or materially decrease the obligations of any Tenant) or terminate any Material Lease (any such action referred to in clauses (iii) and (iv) being referred to herein as a “Lease Modification”) without the prior written consent of Lender which consent shall not be unreasonably withheld, delayed or conditioned. Any New Lease or Lease Modification that requires Lender’s consent shall be delivered to Lender for approval not less than ten (10) Business Days prior to the effective date of such New Lease or Lease Modification.

New Leases and Lease Modifications. Except as otherwise provided in this Section 8.7, Mezzanine Borrower shall not and shall not permit Operating Lessee to (i) permit Mortgage Borrower to enter into any Lease on terms other than “"market” " and rental rates (in Borrower’s or Operating Lessee’s 's good faith judgment), or (ii) enter into any Material Lease (a “New Lease”NEW LEASE), or (iii) consent to the assignment of any Material Lease (unless required to do so by the terms of such Material Lease) that releases the original Tenant from its obligations under the Material Lease, or (iv) modify any Material Lease (including, without limitation, accept a surrender of any portion of the Property subject to a Material Lease (unless otherwise permitted or required by law), allow a reduction in the term of any Material Lease or a reduction in the Rent payable under any Material Lease, change any renewal provisions of any Material Lease, materially increase the obligations of the landlord or materially decrease the obligations of any Tenant) or terminate any Material Lease (any such action referred to in clauses (iii) and (iv) being referred to herein as a “Lease Modification”LEASE MODIFICATION) without the prior written consent of Mezzanine Lender which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed. Any New Lease or Lease Modification that requires Mezzanine Lender’s 's consent shall be delivered to Mezzanine Lender for approval not less than ten (10) Business Days prior to the effective date of such New Lease or Lease Modification.

New Leases and Lease Modifications. Except as otherwise provided in this Section 8.7, Borrower shall not and shall not permit Operating Lessee to (i) enter into any Lease on terms other than “market” and rental rates (in Borrower’s or Operating Lessee’s good faith judgment), or (ii) enter into any Material Lease (a “New Lease”), or (iii) consent to the assignment of any Material Lease (unless required to do so by the terms of such Material Lease) that releases the original Tenant from its obligations under the Material Lease, or (iv) modify Modify or terminate any Material Lease (including, without limitation, accept a surrender of any portion of the Property subject to a Material Lease (unless otherwise permitted or required by law), allow a reduction in the term of any Material Lease or a reduction in the Rent payable under any Material Lease, change any renewal provisions of any Material Lease, materially increase the obligations of the landlord or materially decrease the obligations of any Tenant) or terminate any Material Lease Lease) (any such action referred to in clauses (iii) and (iv) being referred to herein as a “Lease Modification”) without the prior written consent of Lender Administrative Agent which consent consent, so long as no Event of Default is then continuing, shall not be unreasonably withheld, delayed or conditioned. Any New Lease or Lease Modification that requires LenderAdministrative Agent’s consent shall be delivered to Lender Administrative Agent for approval not less than ten (10) Business Days prior to the effective date of such New Lease or Lease Modification.

New Leases and Lease Modifications. Except as otherwise provided in this Section 8.78.8, Borrower shall not and shall not permit Operating Lessee to (ix) enter into any Lease on terms other than “market” and rental rates (in Borrower’s or Operating Lessee’s good faith judgment), a New Lease) or (ii) enter into any Material Lease (a “New Lease”), or (iiiy) consent to the assignment of any Material Lease (unless required to do so by the terms of such Material Lease) that releases the original Tenant from its obligations under the Material Lease, or (ivz) modify any Material Lease (including, without limitationLease, accept a surrender of any portion of the Property subject to a Material Lease (unless otherwise permitted or such surrender is required by lawlaw or the applicable Lease), allow a reduction in the term of any Material Lease or a reduction in the Rent payable under any Material Lease, change any renewal provisions of any Material Lease, materially increase the obligations of the landlord or materially decrease the obligations of any Tenant) , or terminate any Material Lease (any such action referred to in clauses (iiiy) and (ivz) being referred to herein as a “Lease Modification”) without the prior written consent of Lender Lender, which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed. Any New Lease or Lease Modification that requires Lender’s consent shall be delivered to Lender for approval not less than ten (10) Business Days prior to the effective date of such New Lease or Lease Modification. Any such request for consent or approval shall state in prominent bold-faced type that “YOUR RESPONSE TO THIS REQUEST FOR CONSENT OR APPROVAL IS REQUIRED WITHIN SEVEN (7) BUSINESS DAYS AFTER YOUR RECEIPT OF THIS REQUEST.” In the event Lender fails to respond to such first request for consent or approval with respect to any New Lease or Lease Modification, Borrower shall send Lender a second request for such consent or approval, which second request shall state in prominent bold-faced type that “THIS IS A SECOND REQUEST FOR YOUR CONSENT OR APPROVAL. YOUR RESPONSE TO THIS SECOND REQUEST FOR CONSENT OR APPROVAL IS REQUIRED WITHIN THREE (3) BUSINESS DAYS AFTER YOUR RECEIPT OF THIS REQUEST. FAILURE TO RESPOND TO THIS REQUEST WITHIN (3) BUSINESS DAYS WILL BE DEEMED TO BE YOUR APPROVAL OF THE CONSENT TO THE NEW LEASE OR LEASE MODIFICATION REQUESTED IN THIS NOTICE.” In the event Lender fails to respond to a second request for any consent or approval that includes the notice required herein within three (3) Business Days after Lender’s receipt of such second request, such failure shall be deemed an approval of the matter for which the second request is delivered.

New Leases and Lease Modifications. Except as otherwise provided in (a) Prior to the Closing Date, if this Section 8.7, Borrower Agreement shall not and have been terminated by Buyer or Merger Subsidiary, VPT shall not, without the written consent of Buyer or Merger Subsidiary, which consent may not permit Operating Lessee to be unreasonably withheld, (i) enter into effect any Lease on terms other than “market” and rental rates (material change in Borrower’s or Operating Lessee’s good faith judgment), or (ii) enter into any Material Lease (a “New Lease”), or (iii) consent to the assignment of any Material Lease (unless required to do so by the terms of such Material Lease) that releases the original Tenant from its obligations under the Material Lease, or (iv) modify any Material Lease (including, without limitation, accept a surrender of consenting to any portion assignment or material sublet request) currently in effect which affects VPT Properties other than those listed in Section 9.2 of the Property subject to a Material Lease VPT Disclosure Letter, (unless otherwise permitted ii) renew or required by law), allow a reduction in extend the term of any Material Lease, unless the same is renewed or extended by the exercise by the applicable tenant of an extension or expansion right pursuant to the terms of a Lease, (iii) enter into any new Lease or a reduction in the Rent payable under any Material Lease, change any renewal provisions of any Material Lease, materially increase the obligations of the landlord or materially decrease the obligations of any Tenant) cancel or terminate any Material Lease (any such action referred to in clauses (iii) and or (iv) being referred enter into any lease, license agreement or other agreement relating to herein as the use or occupancy of a “Lease Modification”multi-family Property unless such lease arrangement is on VPT's standard form, is at market rates and on market terms and is in the ordinary course of business. When seeking consent to a new or modified Lease, VPT shall provide notice of the identity of the tenant, a term sheet or letter of intent containing material business terms (including, without limitation, rent, expense base, concessions, tenant improvement allowances, brokerage commissions, and expansion and extension options) without the prior written consent of Lender which consent and whatever credit and background information, if any, VPT then possesses with respect to such tenant. Buyer and Merger Subsidiary shall not be unreasonably withheld, delayed or conditioned. Any New deemed to have consented to any proposed Lease or Lease Modification that requires Lender’s consent modification if neither has responded to VPT within five (5) business days after receipt of such information. Upon Buyer or Merger Subsidiary's approval or deemed approval, VPT or a VPT Subsidiary shall be delivered entitled to Lender enter into a Lease on the standard lease form for approval not less such Property, without material change other than ten (10) Business Days prior changes customarily made to leases to other comparable tenants of the effective date of such New Lease or Lease ModificationProperty.

New Leases and Lease Modifications. Except as otherwise provided in this Section 8.7, Mezzanine Borrower shall not and shall not permit Operating Lessee to (ix) enter into any Lease on terms other than “market” and rental rates (in Mezzanine Borrower’s or Operating Lessee’s good faith judgment), or (ii) enter into any Material Lease (a “New Lease”), ) or (iiiy) consent to the assignment of any Material Lease (unless required to do so by the terms of such Material Lease) that releases the original Tenant from its obligations under the Material Lease, or (ivz) modify any Material Lease (including, without limitation, accept a surrender of any portion of the Property subject to a Material Lease (unless otherwise permitted or required by law), allow a reduction in the term of any Material Lease or a reduction in the Rent payable under any Material Lease, change any renewal provisions of any Material Lease, materially increase the obligations of the landlord or materially decrease the obligations of any Tenant) or terminate any Material Lease (any such action referred to in clauses (iiiy) and (ivz) being referred to herein as a “Lease Modification”) without the prior written consent of Mezzanine Lender which consent shall not be unreasonably withheld, delayed or conditioned. Any New Lease or Lease Modification that requires Mezzanine Lender’s consent shall be delivered to Mezzanine Lender for approval not less than ten (10) Business Days prior to the effective date of such New Lease or Lease Modification.

New Leases and Lease Modifications. Except as otherwise provided in this Section 8.78.8, Borrower shall not and shall not permit Operating Lessee to (ix) enter into any Lease on terms other than “market” and rental rates (in Borrower’s or Operating Lessee’s good faith judgment), a "New Lease") or (ii) enter into any Material Lease (a “New Lease”), or (iiiy) consent to the assignment of any Material Lease (unless required to do so by the terms of such Material Lease) that releases the original Tenant from its obligations under the Material Lease, or (ivz) materially modify any Material Lease (including, without limitation, accept a surrender of any portion of the Property subject to a Material Lease (unless otherwise permitted or required by lawlaw or pursuant to Article 4 of the Citibank Lease), allow a reduction in the term of any Material Lease or a any reduction in the Rent fixed or base rent payable under any Material LeaseLease or any reduction in any additional rent payable under any Lease (other than an immaterial reduction in such additional rent), change any renewal provisions of any Material Lease, materially increase the obligations of the landlord or materially decrease the obligations of any Tenant) or terminate any Material Lease (any such action referred to in clauses (iiiy) and (ivz) being referred to herein as a “"Lease Modification”") without the prior written consent of Lender which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed. Any New Lease or Lease Modification that requires Lender’s 's consent shall not be delivered effective unless and until Lender has consented thereto in accordance with this Section 8.8. Lender's consent to any proposed New Lease or Lease Modification shall be deemed to have been granted in the event such New Lease or Modified Lease is not disapproved by Lender for approval not less than within ten (10) Business Days prior to the effective date after receipt of such New Lease or Lease ModificationModification by Lender and a request for consent by Borrower; provided that the letter requesting such consent contains in bold, large letters the following language: NOTICE: YOU WILL BE DEEMED TO HAVE CONSENTED TO THE DOCUMENT ENCLOSED HEREIN IF NOT DISAPPROVED WITHIN TEN (10) BUSINESS DAYS OF RECEIPT.

New Leases and Lease Modifications. Except as otherwise provided in this Section 8.7, Borrower shall not and shall not permit Operating Lessee to (i) enter into any Lease on terms other than “market” and rental rates (in Borrower’s or Operating Lessee’s good faith judgment), or (ii) enter into any Material Lease (a “New Lease”), or (iii) consent to the assignment of any Material Lease (unless required to do so by the terms of such Material Lease) that releases the original Tenant from its obligations under the Material Lease, or (iv) modify any Material Lease (including, without limitation, accept a surrender of any portion of the Property subject to a Material Lease (unless otherwise permitted or required by law), allow a reduction in the term of any Material Lease or a reduction in the Rent payable under any Material Lease, change any renewal provisions of any Material Lease, materially increase the obligations of the landlord or materially decrease the obligations of any Tenant) or terminate any Material Lease (any such action referred to in clauses (iii) and (iv) being referred to herein as a “Lease Modification”) without the prior written consent of Lender which consent shall not be unreasonably withheld, delayed or conditioned. Any New Lease or Lease Modification that requires Lender’s consent shall be delivered to Lender for approval not less than ten (10) Business Days prior to the effective date of such New Lease or Lease Modification. Lender acknowledges and consents to the termination of the Gift Shop Lease effective on or about October 1, 2006.

New Leases and Lease Modifications. Except as otherwise provided in this Section 8.7, Borrower shall not and shall not permit Operating Lessee to (i) enter into any Lease on terms other than “market” and rental rates (in Borrower’s or Operating Lessee’s good faith judgment), or (ii) enter into any Material Lease (a “New Lease”), or (iii) consent to the assignment of any Material Lease (unless required to do so by the terms of such Material Lease) that releases the original Tenant from its obligations under the Material Lease, or (iv) modify any Material Lease (including, without limitation, accept a surrender of any portion of the Property subject to a Material Lease (unless otherwise permitted or required by law), allow a reduction in the term of any Material Lease or a reduction in the Rent payable under any Material Lease, change any renewal provisions of any Material Lease, materially increase the obligations of the landlord or materially decrease the obligations of any Tenant) or terminate any Material Lease (any such action referred to in clauses (iii) and (iv) being referred to herein as a “Lease Modification”) without the prior written consent of Lender which consent shall not be unreasonably withheld, delayed or conditioned. Any New Lease or Lease Modification that requires Lender’s consent shall be delivered to Lender for approval not less than ten (10) Business Days prior to the effective date of such New Lease or Lease Modification. Lender acknowledges and consents to the termination of the Fitness Center Lease effective on or about October 1, 2006.

New Leases and Lease Modifications. Except as otherwise provided in this Section 8.7, Mezzanine Borrower shall not and shall not permit Operating Lessee to (ix) enter into any Lease on terms other than “"market” " and rental rates (in Mezzanine Borrower’s 's or Operating Lessee’s 's good faith judgment), or (ii) enter into any Material Lease (a “New Lease”), ) or (iiiy) consent to the assignment of any Material Lease (unless required to do so by the terms of such Material Lease) that releases the original Tenant from its obligations under the Material Lease, or (ivz) modify any Material Lease (including, without limitation, accept a surrender of any portion of the Property subject to a Material Lease (unless otherwise permitted or required by law), allow a reduction in the term of any Material Lease or a reduction in the Rent payable under any Material Lease, change any renewal provisions of any Material Lease, materially increase the obligations of the landlord or materially decrease the obligations of any Tenant) or terminate any Material Lease (any such action referred to in clauses (iiiy) and (ivz) being referred to herein as a “Lease Modification”) without the prior written consent of Mezzanine Lender which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed. Any New Lease or Lease Modification that requires Mezzanine Lender’s 's consent shall be delivered to Mezzanine Lender for approval not less than ten (10) Business Days prior to the effective date of such New Lease or Lease Modification. Lender agrees that non-material changes to the Operating Lease (as determined by Mezzanine Lender in its sole but reasonable discretion) may be permitted without requiring Mezzanine Lender's consent.

New Leases and Lease Modifications. Except as otherwise provided in this Section 8.7, Mezzanine Borrower shall not and shall not permit Operating Lessee to (ix) enter into any Lease on terms other than “market” and rental rates (in Mezzanine Borrower’s or Operating Lessee’s 's good faith judgment), or (ii) enter into any Material Lease (a “New Lease”), ) or (iiiy) consent to the assignment of any Material Lease (unless required to do so by the terms of such Material Lease) that releases the original Tenant from its obligations under the Material Lease, or (ivz) modify any Material Lease (including, without limitation, accept a surrender of any portion of the Property subject to a Material Lease (unless otherwise permitted or required by law), allow a reduction in the term of any Material Lease or a reduction in the Rent payable under any Material Lease, change any renewal provisions of any Material Lease, materially increase the obligations of the landlord or materially decrease the obligations of any Tenant) or terminate any Material Lease (any such action referred to in clauses (iiiy) and (ivz) being referred to herein as a “Lease Modification”) without the prior written consent of Mezzanine Lender which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed. Any New Lease or Lease Modification that requires Mezzanine Lender’s 's consent shall be delivered to Mezzanine Lender for approval not less than ten (10) Business Days prior to the effective date of such New Lease or Lease Modification. Lender agrees that non material changes to the Operating Lease (as determined by Mezzanine Lender in its sole but reasonable discretion) may be permitted without requiring Mezzanine Lender's consent.

New Leases and Lease Modifications. Except as otherwise provided in this Section 8.77.5(4), none of the Borrower nor the Mortgage Property Owners shall not and shall not permit Operating Lessee to (i) enter into any Lease on terms other than “market” and rental rates (in Borrower’s or Operating Lessee’s good faith judgment), or (ii) enter into any new Material Lease following the Closing Date (a “New Lease”), or ) (iii) consent to the assignment of any Material Lease (unless required to do so by the terms of such Material Lease) that releases the original Tenant from its obligations under the Material Lease, or (iv) modify Modify (other than a renewal pursuant to the existing renewal provisions of) any Material Lease (including, without limitation, accept a surrender of any portion of the Mortgaged Property subject to a Material Lease (unless otherwise permitted or required by law), allow a reduction in the term of any Material Lease or a reduction in the Rent payable under any Material Lease, change any renewal provisions of any Material Lease, materially increase the obligations of the landlord or materially decrease the obligations of any Tenant) or terminate any Material Lease (any such action referred to in clauses (iii) and (iv) being referred to herein as a “Lease Modification”) without the prior written consent of Lender the Administrative Agent which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed. Any New Lease or Lease Modification that requires Lenderthe Administrative Agent’s consent shall be delivered to Lender the Administrative Agent for approval not less than ten (10) Business Days prior to the effective date of such New Lease or Lease Modification.

New Leases and Lease Modifications. Except as otherwise provided in this Section 8.75.1.24 above, Borrower shall not and shall not permit Operating Lessee to (ia) following the Closing Date, enter into or consent to the execution and deliver of any Lease on terms other than “market” and rental rates (in Borrower’s to the extent consent of Borrower or Operating Lessee’s good faith judgment), Tenant is required under the Management Agreement or (ii) enter into any Material Lease (a “New Lease”), or (iiib) consent to the assignment extent consent of Borrower or Tenant is required under the Management Agreement to the assignment, amendment or modification of any Material Lease (unless required to do so by the terms of such Material Lease) that releases the original Tenant from its obligations under the Material Lease, or (iv) modify any Material Lease (including, without limitation, accept a surrender of any portion of the Property subject to a Material Lease (unless otherwise permitted or required by law), allow a reduction in the term of any Material Lease or a reduction in the Rent payable under any Material Lease, change any renewal provisions of any Material Lease, materially increase the obligations of the landlord or materially decrease the obligations of any Tenant) or terminate any Material Lease (any such action referred to in clauses (iiia) and (ivb) being referred to herein as a “Lease ModificationAction”) without the prior written consent of Lender Lender, which consent shall not be unreasonably withheld, delayed or conditioned. Any New Lease or Action for which Lender’s consent was not obtained shall be void ab initio. Any Lease Modification Action that requires Lender’s consent shall be delivered to Lender for approval not less than ten (10) 10 Business Days prior to the effective date of such New proposed Lease Action. If Lender fails to approve or object to the proposed Lease Action within such 10-Business Day period, then Borrower shall send a second notice for approval of such Lease Action to Lender containing a legend clearly marked in bold face type, underlined, in all capital letters “REQUEST DEEMED APPROVED IF NO RESPONSE WITHIN 10 BUSINESS DAYS”. If Lender shall fail to respond to such second request prior to the expiration of such second 10-Business Day period, then Lender shall be deemed to have approved the proposed Lease Action. Upon the execution of the proposed Lease or the assignment, amendment or modification thereof, as applicable, Borrower shall deliver to Lender an executed copy of proposed Lease Modificationor the assignment, amendment or modification thereof. In all cases, the proposed Lease or the assignment, amendment or modification shall be subordinate in all respects to the Lien of the Security Instrument. If requested by Lender, Borrower shall (and shall cause the tenant under such Lease) to execute, deliver and acknowledge a separate agreement evidencing the subordination of such Lease to the Lien of the Security Instrument.

New Leases and Lease Modifications. Except as otherwise provided in this Section 8.78.8.2, without the prior consent of Lender, which such consent shall not be unreasonably withheld, conditioned or delayed, or as required by the terms of the applicable Lease or by any Law or court order (including the order of any bankruptcy court), Borrower and/or Maryland Owner shall not and shall not permit Operating Lessee to (ia) enter into any Lease on terms other than “market” and rental rates (in Borrower’s or Operating Lessee’s good faith judgment), or (ii) enter into any Material Lease (a “New Lease”), or (iiib) consent to the assignment of any Material Lease (unless required to do so by the terms of such Material Lease) that releases the original Tenant from its obligations under the Material Lease, or (ivc) modify any Material Lease (including, without limitation, accept a surrender of any portion of the Property subject to a Material Lease (unless otherwise permitted or required by law)Lease, allow a reduction in the term of any Material Lease or a reduction in the Rent payable under any Material Lease, change any renewal provisions of any Material LeaseLease in a manner materially adverse to Borrower and/or Maryland Owner or Lender, materially increase the obligations of the landlord or materially decrease the obligations of any Tenant), or (d) terminate or terminate accept a surrender of any Material Lease, unless the Tenant thereunder is in default of such Lease beyond the expiration of any applicable notice and/or grace period thereunder or unless such termination or surrender is in conjunction with a New Lease or Lease Modification described in Section 8.8.2(j) (any such action referred to in clauses paragraphs (iiib), (c) and or (ivd) that requires Lender’s consent being referred to herein as a “Lease Modification”) ), in each instance without the prior written consent of Lender Lender, which consent shall not be unreasonably withheld, conditioned or delayed or conditioned(except that the term “Lease Modification” shall not include any of the foregoing if it is made pursuant to an express right of Tenant under the related Lease). Any New Lease or Lease Modification that requires Lender’s consent shall be delivered to Lender for approval not less than ten (10) Business Days prior to the effective date of such New Lease or Lease Modification, together with all other materials reasonably requested by Lender in order to evaluate such New Lease or Lease Modification. In addition, Borrower and/or Maryland Owner may request Lender’s approval of any change to the Standard Form of Lease, which approval shall not be unreasonably withheld, delayed or conditioned. Each such request for approval and consent shall contain a legend in capitalized bold letters on the top of the cover page stating: “THIS IS A REQUEST FOR CONSENT TO A [NEW LEASE] [LEASE MODIFICATION] [MODIFICATION OF THE STANDARD FORM OF LEASE]. LENDER’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS. LENDER’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN LENDER’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED.” In the event that Lender fails to grant or withhold its approval and consent to such New Lease, Lease Modification or Modification to the Standard Form of Lease within such ten (10) Business Day period (and, in the case of a withholding of consent, stating the grounds therefor in reasonable detail), then Lender’s approval and consent shall be deemed to have been granted. In addition, Borrower and/or Maryland Owner may, at Borrower’s and/or Maryland Owner’s option, prior to delivering to Lender a draft of any such New Lease or Lease Modification for Lender’s approval, first deliver to Lender for Lender’s approval a term sheet setting forth the major economic and other business terms (the “Material Business Terms”) of such proposed New Lease or Lease Modification, together with all other materials reasonably requested by Lender in order to evaluate such term sheet. Each such request for approval and consent shall contain a legend in capitalized bold letters on the top of the cover page stating: “THIS IS A REQUEST FOR CONSENT TO A TERM SHEET FOR A [NEW LEASE] [LEASE MODIFICATION]. LENDER’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS. LENDER’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN LENDER’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED.” In the event that Lender fails to grant or withhold its approval and consent to such term sheet within such ten (10) Business Day period (and, in the case of a withholding of consent, stating the grounds therefor in reasonable detail), then Lender’s approval and consent shall be deemed to have been granted. Subject to the approval time periods set forth above with respect to New Leases and Lease Modifications, so long as any New Lease or Lease Modification submitted to Lender for approval and consent (i) does not contain Material Business Terms which differ in any material adverse respect from the Material Business Terms contained in the term sheet approved by Lender and (ii) otherwise does not contain any lease terms which deviate materially and adversely from the terms of the Standard Form of Lease, Lender’s consent to such New Lease or Lease Modification shall not be required. In the event Lender withholds consent to a New Lease or a Lease Modification requiring the approval of Lender, Lender shall provide reasonably detailed grounds for its withholding of consent.

New Leases and Lease Modifications. Except as otherwise provided in this Section 8.78.8, Borrower shall not and shall not permit Operating Lessee to (ix) enter into any Lease on terms other than “market” and rental rates (in Borrower’s or Operating Lessee’s good faith judgment), a New Lease) or (ii) enter into any Material Lease (a “New Lease”), or (iiiy) consent to the assignment of any Material Lease (unless required to do so by the terms of such Material Lease) that releases the original Tenant from its obligations under the Material Lease, or (ivz) modify any Material Lease (including, without limitation, accept a surrender of any portion of the Property subject to a Material Lease (unless otherwise permitted or required by law), allow a reduction in the term of any Material Lease or a reduction in the Rent payable under any Material Lease, change any renewal provisions of any Material Lease, materially increase the obligations of the landlord or materially decrease the obligations of any Tenant) or terminate any Material Lease for any reason other than the expiration of the term thereof or a default by the tenant thereunder (any such action referred to in clauses (iiiy) and (ivz) being referred to herein as a “Lease Modification”) without the prior written consent of Lender which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed. Any New Lease or Lease Modification that requires Lender’s consent shall be delivered to Lender for approval not less than ten (10) Business Days prior to the effective date of such New Lease or Lease Modification. Any such request for consent or approval shall state in prominent bold-faced type that “YOUR RESPONSE TO THIS REQUEST FOR CONSENT OR APPROVAL IS REQUIRED WITHIN FIVE (5) BUSINESS DAYS AFTER YOUR RECEIPT OF THIS REQUEST.” In the event Lender fails to respond to such first request for consent or approval with respect to any New Lease or Lease Modification, Borrower shall send Lender a second request for such consent or approval, which second request shall state in prominent bold-faced type that “THIS IS A SECOND REQUEST FOR YOUR CONSENT OR APPROVAL. YOUR RESPONSE TO THIS SECOND REQUEST FOR CONSENT OR APPROVAL IS REQUIRED WITHIN FIVE (5) BUSINESS DAYS AFTER YOUR RECEIPT OF THIS REQUEST. FAILURE TO RESPOND TO THIS REQUEST WITHIN FIVE (5) BUSINESS DAYS WILL BE DEEMED TO BE YOUR APPROVAL OF THE CONSENT TO THE NEW LEASE OR LEASE MODIFICATION REQUESTED IN THIS NOTICE.” In the event Lender fails to respond to a second request for any consent or approval that includes the notice required herein within five (5) Business Days after Lender’s receipt of such second request, such failure shall be deemed an approval of the matter for which the second request is delivered.

New Leases and Lease Modifications. Except as otherwise provided in this Section 8.7, Borrower shall not and shall not permit Operating Lessee to (i) enter into any Lease on terms other than on “market” terms and with “market” rental rates (in Borrower’s or Operating Lessee’s good faith judgment), or (ii) enter into any Material Lease (a “New Lease”), or (iii) consent to the assignment of any Material Lease (unless required to do so by the terms of such Material Lease) that releases the original Tenant from its obligations under the Material Lease, or (iv) modify Modify or terminate any Material Lease (including, without limitation, accept a surrender of any portion of the Property subject to a Material Lease (unless otherwise permitted or required by law), allow a reduction in the term of any Material Lease or a reduction in the Rent payable under any Material Lease, change any renewal provisions of any Material Lease, materially increase the obligations of the landlord or materially decrease the obligations of any Tenant) or terminate any Material Lease Lease) (any such action referred to in clauses (iii) and (iv) being referred to herein as a “Lease Modification”) without the prior written consent of Lender Administrative Agent which consent consent, so long as no Event of Default is then continuing, shall not be unreasonably withheld, delayed or conditioned. Any New Lease or Lease Modification that requires LenderAdministrative Agent’s consent shall be delivered to Lender Administrative Agent for approval not less than ten (10) Business Days prior to the effective date of such New Lease or Lease Modification.

New Leases and Lease Modifications. Except as otherwise provided in this Section 8.7, Borrower shall not and shall not permit Operating Lessee to (i) enter into any Lease on terms other than “"market” " and rental rates (in Borrower’s 's or Operating Lessee’s 's good faith judgment), or (ii) enter into any Material Lease (a “New Lease”), or (iii) consent to the assignment of any Material Lease (unless required to do so by the terms of such Material Lease) that releases the original Tenant from its obligations under the Material Lease, or (iv) modify any Material Lease (including, without limitation, accept a surrender of any portion of the Property subject to a Material Lease (unless otherwise permitted or required by law), allow a reduction in the term of any Material Lease or a reduction in the Rent payable under any Material Lease, change any renewal provisions of any Material Lease, materially increase the obligations of the landlord or materially decrease the obligations of any Tenant) or terminate any Material Lease (any such action referred to in clauses (iii) and (iv) being referred to herein as a “Lease Modification”) without the prior written consent of Lender which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed. Any New Lease or Lease Modification that requires Lender’s 's consent shall be delivered to Lender for approval not less than ten (10) Business Days prior to the effective date of such New Lease or Lease Modification. Lender agrees that non-material changes to the Operating Lease (as determined by Lender in its sole but reasonable discretion) may be permitted without requiring Borrower to deliver to Lender a Rating Agency Confirmation.

New Leases and Lease Modifications. Except as otherwise provided in this Section 8.7, Mezzanine Borrower shall not and shall not permit Operating Lessee to (ix) enter into any Lease on terms other than “"market” " and rental rates (in Mezzanine Borrower’s 's or Operating Lessee’s 's good faith judgment), or (ii) enter into any Material Lease (a “New Lease”), ) or (iiiy) consent to the assignment of any Material Lease (unless required to do so by the terms of such Material Lease) that releases the original Tenant from its obligations under the Material Lease, or (ivz) modify any Material Lease (including, without limitation, accept a surrender of any portion of the Property subject to a Material Lease (unless otherwise permitted or required by law), allow a reduction in the term of any Material Lease or a reduction in the Rent payable under any Material Lease, change any renewal provisions of any Material Lease, materially increase the obligations of the landlord or materially decrease the obligations of any Tenant) or terminate any Material Lease (any such action referred to in clauses (iiiy) and (ivz) being referred to herein as a “Lease Modification”) without the prior written consent of Mezzanine Lender which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed. Any New Lease or Lease Modification that requires Mezzanine Lender’s 's consent shall be delivered to Mezzanine Lender for approval not less than ten (10) Business Days prior to the effective date of such New Lease or Lease Modification. Lender agrees that non-material changes to the Operating Lease (as determined by Mezzanine Lender in its sole but reasonable discretion) may be permitted without requiring Mezzanine Lender's consent.

New Leases and Lease Modifications. Except as otherwise provided in this Section 8.7, Borrower shall not not, and shall not permit Operating Lessee Affiliate Tenant to (i) enter into any Lease on terms other than “"market” " and rental rates (in Borrower’s or Operating Lessee’s 's good faith judgment), or (ii) enter into any Material Lease (a “New Lease”), or (iii) consent to the assignment of any Material Lease (unless required to do so by the terms of such Material Lease) that releases the original Tenant from its obligations under the Material Lease, or (iv) modify any Material Lease (including, without limitation, accept a surrender of any portion of the Property subject to a Material Lease (unless otherwise permitted or required by law), allow a reduction in the term of any Material Lease or a reduction in the Rent payable under any Material Lease, change any renewal provisions of any Material Lease, materially increase the obligations of the landlord or materially decrease the obligations of any Tenant) or terminate any Material Lease (any such action referred to in clauses (iii) and (iv) being referred to herein as a “Lease Modification”) without the prior written consent of Lender which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed. Any New Lease or Lease Modification that requires Lender’s 's consent shall be delivered to Lender for approval not less than ten (10) Business Days prior to the effective date of such New Lease or Lease Modification.

New Leases and Lease Modifications. Except as otherwise provided in this Section 8.78.8, Borrower shall not and shall not permit Operating Lessee to (ix) enter into any Lease on terms other than “market” and rental rates (in Borrower’s or Operating Lessee’s good faith judgment), a New Lease) or (ii) enter into any Material Lease (a “New Lease”), or (iiiy) consent to the assignment of any Material Lease (unless required to do so by the terms of such Material Lease) that releases the original Tenant from its obligations under the Material Lease, or (ivz) modify any Material Lease (including, without limitationLease, accept a surrender of any portion of the Property subject to a Material Lease (unless otherwise permitted or such surrender is required by lawlaw or the applicable Lease), allow a reduction in the term of any Material Lease or a reduction in the Rent payable under any Material Lease, change any renewal provisions of any Material Lease, materially increase the obligations of the landlord or materially decrease the obligations of any Tenant) , or terminate any Material Lease (any such action referred to in clauses (iiiy) and (ivz) being referred to herein as a “Lease Modification”) without the prior written consent of Lender Lender, which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed. Any New Lease or Lease Modification that requires Lender’s 's consent shall be delivered to Lender for approval not less than ten (10) Business Days prior to the effective date of such New Lease or Lease Modification. Any such request for consent or approval shall state in prominent bold-faced type that "YOUR RESPONSE TO THIS REQUEST FOR CONSENT OR APPROVAL IS REQUIRED WITHIN SEVEN (7) BUSINESS DAYS AFTER YOUR RECEIPT OF THIS REQUEST." In the event Lender fails to respond to such first request for consent or approval with respect to any New Lease or Lease Modification, Borrower shall send Lender a second request for such consent or approval, which second request shall state in prominent bold-faced type that "THIS IS A SECOND REQUEST FOR YOUR CONSENT OR APPROVAL. YOUR RESPONSE TO THIS SECOND REQUEST FOR CONSENT OR APPROVAL IS REQUIRED WITHIN THREE (3) BUSINESS DAYS AFTER YOUR RECEIPT OF THIS REQUEST. FAILURE TO RESPOND TO THIS REQUEST WITHIN (3) BUSINESS DAYS WILL BE DEEMED TO BE YOUR APPROVAL OF THE CONSENT TO THE NEW LEASE OR LEASE MODIFICATION REQUESTED IN THIS NOTICE." In the event Lender fails to respond to a second request for any consent or approval that includes the notice required herein within three (3) Business Days after Lender's receipt of such second request, such failure shall be deemed an approval of the matter for which the second request is delivered.

New Leases and Lease Modifications. Except as otherwise provided in this Section 8.78.8, Borrower shall not and shall not permit Operating Lessee to (ix) enter into any Lease on terms other than “market” and rental rates (in Borrower’s or Operating Lessee’s good faith judgment), a New Lease) or (ii) enter into any Material Lease (a “New Lease”), or (iiiy) consent to the assignment of any Material Lease (unless required to do so by the terms of such Material Lease) that releases the original Tenant from its obligations under the Material Lease, or (ivz) modify any Material Lease (including, without limitationLease, accept a surrender of any portion of the Property subject to a Material Lease (unless otherwise permitted or such surrender is required by lawlaw or the applicable Lease), allow a reduction in the term of any Material Lease or a reduction in the Rent payable under any Material Lease, change any renewal provisions of any Material Lease, materially increase the obligations of the landlord or materially decrease the obligations of any Tenant) , or terminate any Material Lease (any such action referred to in clauses (iiiy) and (ivz) being referred to herein as a “Lease Modification”) without the prior written consent of Lender Lender, which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed. Any New Lease or Lease Modification that requires Lender’s consent shall be delivered to Lender for approval not less than ten (10) Business Days prior to the effective date of such New Lease or Lease Modification. Any such request for consent or approval shall state in prominent bold-faced type that "YOUR RESPONSE TO THIS REQUEST FOR CONSENT OR APPROVAL IS REQUIRED WITHIN SEVEN (7) BUSINESS DAYS AFTER YOUR RECEIPT OF TIDS REQUEST." In the event Lender fails to respond to such first request for consent or approval with respect to any New Lease or Lease Modification, Borrower shall send Lender a second request for such consent or approval, which second request shall state in prominent bold-faced type that "THIS IS A SECOND REQUEST FOR YOUR CONSENT OR APPROVAL. YOUR RESPONSE TO THIS SECOND REQUEST FOR CONSENT OR APPROVAL IS REQUIRED WITHIN THREE (3) BUSINESS DAYS AFTER YOUR RECEIPT OF THIS REQUEST. FAILURE TO RESPOND TO THIS REQUEST WITHIN (3) BUSINESS DAYS WILL BE DEEMED TO BE YOUR APPROVAL OF THE CONSENT TO THE NEW LEASE OR LEASE MODIFICATION REQUESTED IN THIS NOTICE." In the event Lender fails to respond to a second request for any consent or approval that includes the notice required herein within three (3) Business Days after Lender’s receipt of such second request, such failure shall be deemed an approval of the matter for which the second request is delivered.