Common use of APPROVAL OF LEASES Clause in Contracts

APPROVAL OF LEASES. Subject to the provisions of Section 5.9.3 and the last sentence of this Section 5.9.2, Borrower shall not (a) enter into a proposed Lease or a proposed renewal, extension or modification of a Lease (other than a modification of a Lease which does not modify the rights or obligations of the landlord thereunder) (b) permit Property Owner to enter into or consent to Property Owner entering into a proposed Sublease or a proposed renewal, extension or modification of a Sublease or (c) enter into any subordination non-disturbance and attornment agreement (an “SNDA”) with any subtenant under a Sublease, without, in each instance, the prior written consent of Lender, which consent shall not, so long as no Event of Default is continuing (but subject to the last sentence of Section 5.9.4), be unreasonably withheld or delayed. Prior to seeking Lender’s consent to any Lease, Sublease or SNDA, Borrower shall deliver to Lender a copy of such proposed lease, sublease or SNDA blacklined to show changes from the standard form of Lease, Sublease or SNDA approved by Lender and then being used by Borrower. Provided that no Event of Default is continuing, if (i) Borrower provides Lender with a written request for approval of a proposed Lease, a proposed Sublease, a proposed renewal, extension or modification of a Lease or a Sublease or a proposed SNDA (which written request shall specifically refer to this Section 5.9.2), (ii) Lender fails to approve or disapprove of the proposed Lease, proposed Sublease, proposed renewal, extension or modification of a Lease or Sublease or proposed SNDA, as applicable, within ten (10) Business Days after receipt by Lender of the request, (iii) Borrower provides Lender with a second written request for approval of such proposed Lease, proposed Sublease, such proposed renewal, extension or modification of a Lease or a Sublease, or proposed SNDA, as applicable, after the expiration of the ten (10) Business Day period (which second written request shall specifically refer to this Section 5.9.2) and shall explicitly state that failure by Lender to approve or disapprove within five (5) Business Days will constitute a deemed approval) and (iv) Lender fails to reject the request in writing delivered to Borrower within five (5) Business Days after receipt by Lender of such second written request, the proposed Lease, proposed Sublease, proposed renewal, extension or modification of a Lease or a Sublease, or proposed SNDA, as applicable, shall be deemed approved by Lender, and Borrower shall be entitled to enter into such proposed Lease or such proposed renewal, extension or modification of a Lease, to consent to such proposed Sublease or such proposed renewal, extension or modification of a Sublease or to enter into the proposed SNDA. Notwithstanding anything in this Agreement to the contrary, the provisions of this Section 5.9.2 solely with respect to a proposed Net Lease (including the NYT Space Lease) or a proposed renewal, extension or modification of a Net Lease shall not apply to a Net Lease (including the NYT Space Lease) and Lender’s consent to a Net Lease or to a proposed renewal, extension or modification of a Net Lease shall require Lender’s consent which may be given or withheld by Lender in it sole discretion.

APPROVAL OF LEASES. Subject (a) Borrower shall perform its covenants and obligations under the Leases, and shall promptly deliver to Administrative Agent copies of any notices of default or other material notices received from any tenants under the provisions of Section 5.9.3 and the last sentence of this Section 5.9.2, Leases. Borrower shall not (a) enter into amend or modify any Lease that is not a proposed Minor Lease or a proposed renewal, extension or modification of a Lease (other than a modification of a Lease which does not modify the rights or obligations of the landlord thereunder) (b) permit Property Owner to enter into or consent to Property Owner entering into a proposed Sublease or a proposed renewal, extension or modification of a Sublease or (c) enter into License Agreement in any subordination non-disturbance and attornment agreement (an “SNDA”) with any subtenant under a Sublease, without, in each instance, material manner without the prior written consent of LenderAdministrative Agent (it being agreed, without limiting the foregoing, that any amendment or modification to the Leases which (1) reduces the rent or term of the Lease, (2) changes the permitted use by the tenant thereunder, (3) provides for any material concessions to the tenant, (4) materially increases landlord’s obligations thereunder or (5) restricts the future development of any of the Property or (6) grants any options, rights of first refusal or other similar rights to purchase any of the Property, shall be deemed material). In addition, Borrower shall not terminate any Lease that is not a Minor Lease or License Agreement without the prior written consent shall notof Administrative Agent in Administrative Agent’s sole discretion, except that Borrower may terminate (A) Leases of tenants who are relocating to other space within the Property provided that such tenants execute Leases covering such space on substantially the same economic terms as the terminated Lease, (B) Leases under 5,000 square feet in the ordinary course of business of owning and operating a mixed use development in a reasonable and prudent manner, so long as (i) no Event of Default or Potential Default is continuing then existing and (but ii) in the case of (B), such Lease is being terminated on account of either (x) a default by the tenant under the Lease in question or (y) the redevelopment of that portion of the Property affected by such Lease. All Leases (and lease terminations, modifications or amendments) of all or any part of the Property shall: (a) satisfy the requirements for an Approved Lease as set forth in the definition thereof; and (b) include estoppel, subordination, attornment and mortgagee protection provisions satisfactory to Administrative Agent in Administrative Agent’s reasonable discretion. Any material deviation from the Approved Lease Form shall be subject to the last sentence prior approval of Section 5.9.4)Administrative Agent prior to execution of any lease using such form, such approval not to be unreasonably withheld or delayed. Prior to seeking Lender’s consent to any Lease, Sublease or SNDA, Borrower shall deliver to Lender a copy of such proposed lease, sublease or SNDA blacklined to show changes from the standard form of Lease, Sublease or SNDA approved by Lender and then being used by Borrower. Provided that no Event of Default is continuing, if (i) Borrower provides Lender with a written request for approval of a proposed Lease, a proposed Sublease, a proposed renewal, extension or modification of a Lease or a Sublease or a proposed SNDA (which written request shall specifically refer to this Section 5.9.2), (ii) Lender fails to approve or disapprove of the proposed Lease, proposed Sublease, proposed renewal, extension or modification of a Lease or Sublease or proposed SNDA, as applicable, within ten (10) Business Days after receipt by Lender of the request, (iii) Borrower provides Lender with a second written request for approval of such proposed Lease, proposed Sublease, such proposed renewal, extension or modification of a Lease or a Sublease, or proposed SNDA, as applicable, after the expiration of the ten (10) Business Day period (which second written request shall specifically refer to this Section 5.9.2) and shall explicitly state that failure by Lender to approve or disapprove within five (5) Business Days will constitute a deemed approval) and (iv) Lender fails to reject the request in writing delivered to Borrower within five (5) Business Days after receipt by Lender of such second written request, the proposed Lease, proposed Sublease, proposed renewal, extension or modification of a Lease or a Sublease, or proposed SNDA, as applicable, shall be deemed approved by Lender, and Borrower shall be entitled to enter into such proposed Lease or such proposed renewal, extension or modification of a Lease, to consent to such proposed Sublease or such proposed renewal, extension or modification of a Sublease or to enter into the proposed SNDA. Notwithstanding anything in this Agreement to the contrary, the provisions of this Section 5.9.2 solely with respect to a proposed Net Lease (including the NYT Space Lease) or a proposed renewal, extension or modification of a Net Lease shall not apply to a Net Lease (including the NYT Space Lease) and Lender’s consent to a Net Lease or to a proposed renewal, extension or modification of a Net Lease shall require Lender’s consent which may be given or withheld by Lender in it sole discretionwithheld.

APPROVAL OF LEASES. Subject to the following sentence, all leases (and lease terminations, renewals, material modifications or amendments) of any part of the Property hereafter executed (each, a “Lease” and, collectively, “Leases”) shall, prior to Borrower’s execution of any such Lease, be subject to approval by Administrative Agent, which approval shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, any Lease that meets the following criteria shall not be subject to Administrative Agent’s consent and shall be deemed an Approved Lease: (a) is on Borrower’s standard lease form previously approved by Administrative Agent with no material deviations therefrom, including the estoppel, subordination, attornment and mortgagee protection provisions therein (unless a national or other credit tenant requires that its lease form be used), (b) if the lease is for 10,000 square feet or more, such Lease has an initial term of Section 5.9.3 not less than five (5) years, (c) is with a tenant not affiliated with Borrower or Guarantor, and (d) does not contain a non-mutual termination right in favor of the last sentence tenant. Any material change to Borrower’s standard form of lease (which has been provided by Borrower and approved by Administrative Agent prior to the date hereof) shall be approved by Administrative Agent prior to execution of any lease using such form, such approval not to be unreasonably withheld, conditioned or delayed. The foregoing deemed consent provisions do not apply to a request for Administrative Agent’s consent to modify, terminate or agree to the termination of the Ground Lease or the Anchor Lease. Upon Administrative Agent’s written request, Borrower will promptly provide to Administrative Agent a copy of each Lease executed by Borrower regardless of whether such Lease was subject to Administrative Agent’s consent. With respect to any action that requires Administrative Agent’s consent under this Section 5.9.29.6, Borrower shall not (a) enter into a proposed Lease or a proposed renewal, extension or modification of a Lease (other than a modification of a Lease which does not modify the rights or obligations of the landlord thereunder) (b) permit Property Owner to enter into or consent to Property Owner entering into a proposed Sublease or a proposed renewal, extension or modification of a Sublease or (c) enter into any subordination non-disturbance and attornment agreement (an “SNDA”) with any subtenant under a Sublease, without, in each instance, the prior written consent of Lender, which consent shall not, so long as no Event of Default is continuing (but subject to the last sentence of Section 5.9.4), be unreasonably withheld or delayed. Prior to seeking Lender’s consent to any Lease, Sublease or SNDA, Borrower shall deliver to Lender a copy of such proposed lease, sublease or SNDA blacklined to show changes from the standard form of Lease, Sublease or SNDA approved by Lender and then being used by Borrower. Provided that no Event of Default is continuing, if (i) Borrower provides Lender with send Administrative Agent a written request for approval of a proposed Lease, a proposed Sublease, a proposed renewal, extension or modification of a with respect to such Lease or a Sublease or a proposed SNDA (which written request shall specifically refer to this Section 5.9.2the “Initial Notice”), (ii) Lender fails which Initial Notice shall have been accompanied by any and all required information and documentation relating thereto as may be reasonably required in order to approve or disapprove of such action (the “Approval Information”). Provided no Default exists, any action with respect to any proposed Lease, proposed Sublease, proposed renewal, extension Lease requiring Administrative Agent’s consent shall be deemed approved by Administrative Agent if Administrative Agent does not approve or modification of a Lease or Sublease or proposed SNDA, as applicable, disapprove any requested action within ten (10) Business Days after receipt by Lender Administrative Agent of the request, (iii) Borrower provides Lender with a second written request for notice from Borrower requesting Administrative Agent’s approval of under this Section 9.6, which notice shall include in large, bold text: “THIS IS A REQUEST FOR LEASE APPROVAL. IF YOU DO NOT RESPOND WITHIN 10 BUSINESS DAYS, YOU SHALL BE DEEMED TO HAVE APPROVED THIS REQUEST,” so long as such proposed Lease, proposed Sublease, such proposed renewal, extension or modification of a Lease or a Sublease, or proposed SNDA, as applicable, after the expiration of the second written notice was not sent to Administrative earlier than ten (10) Business Day period (which second written request shall specifically refer to this Section 5.9.2) and shall explicitly state that failure by Lender to approve or disapprove within five (5) Business Days will constitute a deemed approval) and (iv) Lender fails to reject the request in writing delivered to Borrower within five (5) Business Days after Administrative Agent’s receipt by Lender of the Initial Notice and the Approval Information. In addition to the parties to whom such second written requestInitial Notice shall be delivered pursuant to Section 13.4, the proposed Lease, proposed Sublease, proposed renewal, extension or modification of a Lease or a Sublease, or proposed SNDA, as applicable, second notice shall also be deemed approved by Lender, and Borrower shall be entitled to enter into such proposed Lease or such proposed renewal, extension or modification of a Lease, to consent to such proposed Sublease or such proposed renewal, extension or modification of a Sublease or to enter into the proposed SNDA. Notwithstanding anything in this Agreement sent to the contraryfollowing parties: Xxxxx Xxxxxxx PNC Capital Markets LLC 000 Xxxxx Xxxxxx - 5th Floor Mailstop: P3-P3PP-05-2 Xxxxxxxxxx, the provisions of this Section 5.9.2 solely with respect to a proposed Net Lease (including the NYT Space Lease) or a proposed renewalXX 00000 And Xxxxxxx X. Xxxxxxx PNC Financial Services Group, extension or modification of a Net Lease shall not apply to a Net Lease (including the NYT Space Lease) and Lender’s consent to a Net Lease or to a proposed renewalInc. One PNC Plaza 000 Xxxxx Xxxxxx Xxxxxxxxxx, extension or modification of a Net Lease shall require Lender’s consent which may be given or withheld by Lender in it sole discretion.Xxxxxxxxxxxx 00000-0000

APPROVAL OF LEASES. Subject to the provisions of Section 5.9.3 and the last sentence of this Section 5.9.2, No Borrower shall not execute any Lease (aincluding any renewals or material modifications or amendments) enter into a for all or any part of any Property unless same is an Approved Lease. Except for Deemed Approved Leases, Lender shall approve or disapprove any proposed Lease or submitted by a proposed renewal, extension or modification of a Lease Borrower within ten (other than a modification of a Lease which does not modify the rights or obligations 10) days after such Borrower has submitted to Lender each of the landlord thereunder) following (b) permit Property Owner to enter into or consent to Property Owner entering into a proposed Sublease or a proposed renewal, extension or modification of a Sublease or (c) enter into any subordination non-disturbance and attornment agreement (an “SNDA”) with any subtenant under a Sublease, without, in each instancecollectively, the prior written consent of Lender, which consent shall not, so long as no Event of Default is continuing (but subject to the last sentence of Section 5.9.4), be unreasonably withheld or delayed. Prior to seeking Lender’s consent to any Lease, Sublease or SNDA, Borrower shall deliver to Lender a copy of such proposed lease, sublease or SNDA blacklined to show changes from the standard form of Lease, Sublease or SNDA approved by Lender and then being used by Borrower. Provided that no Event of Default is continuing, if “Approval Information”): (i) Borrower provides Lender with a written request for approval of a proposed Lease, a proposed Sublease, a proposed renewal, extension or modification of a Lease or a Sublease or a proposed SNDA (which written request shall specifically refer to this Section 5.9.2)approval, (ii) the proposed form of Lease (with any changes from the Approved Lease Form marked or redlined), and (iii) financial and background information regarding the proposed tenant and such other information reasonably requested by Lender. Provided no Default exists, any action with respect to any proposed Lease requiring Lender’s consent shall be deemed approved by Lender fails to if Lender does not approve or disapprove of the proposed Lease, proposed Sublease, proposed renewal, extension or modification of a Lease or Sublease or proposed SNDA, as applicable, any requested action within ten (10) Business Days after receipt by Lender of the requestApproval Information. Any such notice given by a Borrower under this Section 9.4 shall include in large, (iii) Borrower provides Lender with a second written request for approval of such proposed Lease, proposed Sublease, such proposed renewal, extension or modification of a Lease or a Sublease, or proposed SNDA, as applicable, after the expiration of the ten bold text: “THIS IS A REQUEST FOR LEASE APPROVAL. IF YOU DO NOT RESPOND WITHIN TEN (10) Business Day period BUSINESS DAYS, YOU SHALL BE DEEMED TO HAVE APPROVED THIS REQUEST.” All Lease terminations (which second written request shall specifically refer i) effective prior to this Section 5.9.2the Lease expiration date or (ii) and shall explicitly state that failure by Lender to approve or disapprove within five (5) Business Days will constitute a deemed approval) and (iv) Lender fails to reject the request in writing delivered to Borrower within five (5) Business Days after receipt by Lender of such second written request, the proposed Lease, proposed Sublease, proposed renewal, extension or modification of a Lease or a Sublease, or proposed SNDA, as applicable, triggered for reasons other than an uncured default thereunder shall be deemed approved by subject to the prior written consent of Lender, and Borrower which consent shall not be unreasonably withheld, conditioned or delayed. Any material change to the Approved Lease Form shall be entitled to enter into such proposed Lease or such proposed renewal, extension or modification of a Lease, to consent to such proposed Sublease or such proposed renewal, extension or modification of a Sublease or to enter into the proposed SNDA. Notwithstanding anything in this Agreement subject to the contraryprior written consent of Lender, the provisions of this Section 5.9.2 solely with respect to a proposed Net Lease (including the NYT Space Lease) or a proposed renewal, extension or modification of a Net Lease which consent shall not apply to a Net Lease (including the NYT Space Lease) and Lender’s consent to a Net Lease be unreasonably withheld, conditioned or to a proposed renewal, extension or modification of a Net Lease shall require Lender’s consent which may be given or withheld by Lender in it sole discretiondelayed.

APPROVAL OF LEASES. Subject (a) Borrower shall perform its covenants and obligations under the Leases, and shall promptly deliver to Administrative Agent copies of any notices of default or other material notices received from any tenants under the provisions of Section 5.9.3 and the last sentence of this Section 5.9.2, Leases. Borrower shall not (a) enter into amend or modify any Lease that is not a proposed Minor Lease or a proposed renewal, extension or modification of a Lease (other than a modification of a Lease which does not modify the rights or obligations of the landlord thereunder) (b) permit Property Owner to enter into or consent to Property Owner entering into a proposed Sublease or a proposed renewal, extension or modification of a Sublease or (c) enter into in any subordination non-disturbance and attornment agreement (an “SNDA”) with any subtenant under a Sublease, without, in each instance, material manner without the prior written consent of LenderAdministrative Agent (it being agreed, which consent shall notwithout limiting the foregoing, so long as no Event of Default is continuing (but subject that any amendment or modification to the last sentence Leases which (1) reduces the rent or term of Section 5.9.4), be unreasonably withheld or delayed. Prior to seeking Lender’s consent to any the Lease, Sublease or SNDA, Borrower shall deliver to Lender a copy of such proposed lease, sublease or SNDA blacklined to show (2) changes from the standard form of Lease, Sublease or SNDA approved permitted use by Lender and then being used by Borrower. Provided that no Event of Default is continuing, if (i) Borrower provides Lender with a written request for approval of a proposed Lease, a proposed Sublease, a proposed renewal, extension or modification of a Lease or a Sublease or a proposed SNDA (which written request shall specifically refer to this Section 5.9.2)the tenant thereunder, (ii3) Lender fails provides for any material concessions to approve or disapprove of the proposed Lease, proposed Sublease, proposed renewal, extension or modification of a Lease or Sublease or proposed SNDA, as applicable, within ten (10) Business Days after receipt by Lender of the requesttenant, (iii4) Borrower provides Lender with a second written request for approval of such proposed Lease, proposed Sublease, such proposed renewal, extension materially increases landlord’s obligations thereunder or modification of a Lease or a Sublease, or proposed SNDA, as applicable, after the expiration of the ten (10) Business Day period (which second written request shall specifically refer to this Section 5.9.2) and shall explicitly state that failure by Lender to approve or disapprove within five (5) Business Days will constitute a deemed approvalrestricts the future development of any of the Property or (6) and (iv) Lender fails grants any options, rights of first refusal or other similar rights to reject purchase any of the request in writing delivered to Borrower within five (5) Business Days after receipt by Lender of such second written request, the proposed Lease, proposed Sublease, proposed renewal, extension or modification of a Lease or a Sublease, or proposed SNDA, as applicableProperty, shall be deemed approved by Lendermaterial). In addition, Borrower shall not terminate any Lease without the prior written consent of Administrative Agent in Administrative Agent’s sole discretion (a “Termination Consent”), unless such termination (A) is a Lease to a tenant who is relocating to other space within the Property, provided that such tenant executes a new Lease covering such space on substantially the same economic terms as the terminated Lease, or (B) is a Lease covering less than 10,000 rentable square feet of the Property and Improvements, and Borrower shall be entitled to enter into (1) the termination is in the ordinary course of business of owning and operating a mixed use development in a reasonable and prudent manner, (2) no Default or Potential Default is then existing and (3) such proposed Lease or such proposed renewal, extension or modification is being terminated on account of a Lease, to consent to such proposed Sublease or such proposed renewal, extension or modification of a Sublease or to enter into default by the proposed SNDA. Notwithstanding anything tenant under the Lease in this Agreement to the contrary, the provisions of this Section 5.9.2 solely with respect to a proposed Net Lease (including the NYT Space Lease) or a proposed renewal, extension or modification of a Net Lease shall not apply to a Net Lease (including the NYT Space Lease) and Lender’s consent to a Net Lease or to a proposed renewal, extension or modification of a Net Lease shall require Lender’s consent which may be given or withheld by Lender in it sole discretionquestion.

APPROVAL OF LEASES. Subject All leases executed after the date hereof shall be subject to the provisions of Section 5.9.3 and the last sentence of this Section 5.9.2Lender’s prior written approval, not to be unreasonably withheld, conditioned or delayed; provided, however, Borrower shall not (a) enter into be required to obtain approval of any residential lease which is on a proposed Lease form preapproved by the Lender. All leases which have been approved by Lender or a proposed renewal, extension or modification of a Lease (other than a modification of a Lease for which does approval is not modify the rights or obligations required pursuant to this Section 5.19 shall be referred to as “Approved Leases” and each an “Approved Lease”. All leases of the landlord thereunder) (b) permit Property Owner executed after the date of this Agreement shall be subordinated to Lender's lien on the Property, and tenants and subtenants of the Property under commercial leases and subleases executed after the date of the Agreement shall be required to enter into or consent lease subordination and attornment agreements in commercially reasonable form with Lender unless the applicable lease contains all terms Lender would require in any such lease subordination and attornment agreement. Lender shall be furnished with a copy of each commercial lease promptly upon execution of each such lease. Approved Leases executed after the date of this Agreement which include a tenant subordination and attornment provision in favor of the Lender in form and substance reasonably acceptable to Property Owner entering into the Lender may also include a proposed Sublease or a proposed renewal, extension or modification of a Sublease or (c) enter into any subordination non-disturbance provision provided that such provision is also in form and attornment agreement (an “SNDA”) with any subtenant under a Sublease, without, in each instance, the prior written consent of Lender, which consent shall not, so long as no Event of Default is continuing (but subject substance reasonably acceptable to the last sentence of Section 5.9.4), be unreasonably withheld or delayedLender. Prior to seeking Lender’s consent to any Lease, Sublease or SNDA, Borrower shall deliver to Lender a copy of such proposed lease, sublease or SNDA blacklined to show changes from the standard form of Lease, Sublease or SNDA approved by Lender and then being used by Borrower. Provided that no Event of Default is continuing, if (i) Borrower provides Lender with a written request for approval of a proposed Lease, a proposed Sublease, a proposed renewal, extension or modification of a Lease or a Sublease or a proposed SNDA (which written request shall specifically refer to this Section 5.9.2), (ii) Lender fails to approve or disapprove of the proposed Lease, proposed Sublease, proposed renewal, extension or modification of a Lease or Sublease or proposed SNDA, as applicable, within ten (10) Business Days after receipt by Lender of the request, (iii) Borrower provides Lender with a second written request for approval of such proposed Lease, proposed Sublease, such proposed renewal, extension or modification of a Lease or a Sublease, or proposed SNDA, as applicable, after the expiration of the ten (10) Business Day period (which second written request shall specifically refer to this Section 5.9.2) and shall explicitly state that failure by Lender to approve or disapprove within five (5) Business Days will constitute a deemed approval) and (iv) Lender fails to reject the request in writing delivered to Borrower within five (5) Business Days after receipt by Lender of such second written request, the proposed Lease, proposed Sublease, proposed renewal, extension or modification of a Lease or a Sublease, or proposed SNDA, as applicable, shall be deemed approved by Lender, and Borrower shall be entitled to enter into such proposed Lease or such proposed renewal, extension or modification of a Lease, to consent to such proposed Sublease or such proposed renewal, extension or modification of a Sublease or to enter into the proposed SNDA. Notwithstanding anything in this Agreement to the contrary, the provisions of this Section 5.9.2 solely with respect to a proposed Net Lease (including the NYT Space Lease) or a proposed renewal, extension or modification of a Net Lease shall not apply to a Net Lease (including the NYT Space Lease) and Lender’s consent to a Net Lease or to a proposed renewal, extension or modification of a Net Lease shall require Lender’s consent which may be given or withheld by Lender in it sole discretion.SECTION SIX