Common use of Lease Approval Clause in Contracts

Lease Approval. (i) Borrower has submitted to Funding Lender, and Funding Lender has approved, Borrower’s standard form of tenant lease for use in the Project. Borrower shall not materially modify that approved lease form without Funding Lender’s prior Written Consent in each instance, which consent shall not be unreasonably withheld or delayed. Borrower may enter into leases of space within the Improvements (and amendments to such leases) in the ordinary course of business with bona fide third party tenants without Funding Lender’s prior Written Consent if: (A) The lease is a Permitted Lease, and is executed in the form attached as an exhibit to the Construction Funding Agreement without material modification; (B) Borrower, acting in good faith following the exercise of due diligence, has determined that the tenant meets requirements imposed under any applicable CC&R and is financially capable of performing all of its obligations under the lease; and (C) The lease conforms to the Rent Schedule attached as an exhibit to the Construction Funding Agreement and reflects an arm’s-length transaction, subject to the requirement that the Borrower comply with any applicable CC&R. (ii) If any Event of Default has occurred and is continuing, Funding Lender may make written demand on Borrower to submit all future leases for Funding Lender’s approval prior to execution. Borrower shall comply with any such demand by Funding Lender. (iii) No approval of any lease by Funding Lender shall be for any purpose other than to protect Funding Lender’s security for the Borrower Loan and to preserve Funding Lender’s rights under the Borrower Loan Documents and the Funding Loan Documents. No approval by Funding Lender shall result in a waiver of any default of Borrower. In no event shall any approval by Funding Lender of a lease be a representation of any kind with regard to the lease or its enforceability, or the financial capacity of any tenant or guarantor.

Lease Approval. (i) Borrower has submitted to Funding Lender, and Funding Lender has approved, Borrower’s standard form of residential tenant lease for use in the Project. Borrower shall not materially modify that approved lease form without Funding Lender’s prior Written Consent in each instance, which consent shall not be unreasonably withheld or delayed. Borrower may enter into leases of residential space within the Improvements (and amendments to such leases) in the ordinary course of business with bona fide third party tenants without Funding LenderXxxxxx’s prior Written Consent if: (A) The lease is a Permitted Lease, and is executed in the form attached as an exhibit to the Construction Funding Agreement without material modification; (B) BorrowerXxxxxxxx, acting in good faith following the exercise of due diligence, has determined that the tenant meets requirements imposed under any applicable CC&R and is financially capable of performing all of its obligations under the lease; and (C) The lease conforms to the Rent Schedule attached as an exhibit to the Construction Funding Agreement and reflects an arm’s-length transaction, subject to the requirement that the Borrower comply with any applicable CC&R. (ii) If any Event of Default has occurred and is continuing, Funding Lender may make written demand on Borrower to submit all future leases for Funding LenderXxxxxx’s approval prior to execution. Borrower shall comply with any such demand by Funding Lender. (iii) No approval of any lease by Funding Lender shall be for any purpose other than to protect Funding LenderXxxxxx’s security for the Borrower Loan and to preserve Funding Lender’s rights under the Borrower Loan Documents and the Funding Loan Documents. No approval by Funding Lender shall result in a waiver of any default of Borrower. In no event shall any approval by Funding Lender of a lease be a representation of any kind with regard to the lease or its enforceability, or the financial capacity of any tenant or guarantor.

Lease Approval. (i) Borrower has submitted to Funding Lender, and Funding Lender has approved, Borrower’s standard form of tenant lease for use in the Project. Borrower shall not materially modify that approved lease form without Funding Lender’s prior Written Consent in each instance, which consent shall not be unreasonably withheld or delayed. Borrower may enter into leases of space within the Improvements (and amendments to such leases) in the ordinary course of business with bona fide third party tenants without Funding LenderXxxxxx’s prior Written Consent if: (A) The lease is a Permitted Lease, and is executed in the form attached as an exhibit to the Construction Funding Agreement without material modification; (B) BorrowerXxxxxxxx, acting in good faith following the exercise of due diligence, has determined that the tenant meets requirements imposed under any applicable CC&R and is financially capable of performing all of its obligations under the lease; and (C) The lease conforms to the Rent Schedule attached as an exhibit to the Construction Funding Agreement and reflects an arm’s-length transaction, subject to the requirement that the Borrower comply with any applicable CC&R. (ii) If any Event of Default has occurred and is continuing, Funding Lender may make written demand on Borrower to submit all future leases for Funding LenderXxxxxx’s approval prior to execution. Borrower shall comply with any such demand by Funding Lender. (iii) No approval of any lease by Funding Lender shall be for any purpose other than to protect Funding LenderXxxxxx’s security for the Borrower Loan and to preserve Funding Lender’s rights under the Borrower Loan Documents and the Funding Loan Documents. No approval by Funding Lender shall result in a waiver of any default of Borrower. In no event shall any approval by Funding Lender of a lease be a representation of any kind with regard to the lease or its enforceability, or the financial capacity of any tenant or guarantor.

Lease Approval. (i) Borrower has submitted to Funding Lender, and Funding Lender has approved, Borrower’s standard form of tenant lease for use in the Project. Borrower shall not materially modify that approved lease form without Funding Lender’s prior Written Consent in each instance, which consent shall not be unreasonably withheld or delayed. Borrower may enter into leases of space within the Improvements (and amendments to such leases) in the ordinary course of business with bona fide third party tenants without Funding LenderXxxxxx’s prior Written Consent if: (A) The lease is a Permitted Lease, and is executed in the form attached as an exhibit to the Construction Funding Agreement without material modification; (B) BorrowerXxxxxxxx, acting in good faith following the exercise of due diligence, has determined that the tenant meets requirements imposed under any applicable CC&R and is financially capable of performing all of its obligations under the lease; and (C) The lease conforms to the Rent Schedule attached as an exhibit to the Construction Funding Agreement and reflects an arm’s-length transaction, subject to the requirement that the Borrower comply with any applicable CC&R. (ii) If any Event of Default has occurred and is continuing, Funding Lender may make written demand on Borrower to submit all future leases for Funding LenderXxxxxx’s approval prior to execution. Borrower shall comply with any such demand by Funding Lender. (iii) No approval of any lease by Funding Lender shall be for any purpose other than to protect Funding LenderXxxxxx’s security for the Borrower Loan and to preserve Funding Lender’s rights under the Borrower Loan Documents and the Funding Loan Documents. No approval by Funding Lender shall result in a waiver of any default of Borrower. In no event shall any approval by Funding Lender of a lease be a representation of any kind with regard to the lease or its enforceability, or the financial capacity of any tenant or guarantor.

Lease Approval. (i) Borrower has submitted to Funding Lender, and Funding Lender has approved, Borrower’s standard form of tenant lease for use in the Project. Borrower shall not materially modify that approved lease form without Funding Lender’s prior Written Consent in each instance, which consent shall not be unreasonably withheld or delayed. Borrower may enter into leases of space within the Improvements (and amendments to such leases) in the ordinary course of business with bona fide third party tenants without Funding Lender’s prior Written Consent if: (A) The lease is a Permitted Lease, and is executed in the form attached as an exhibit to the Construction Funding Agreement without material modification; (B) Borrower, acting in good faith following the exercise of due diligence, has determined that the tenant meets requirements imposed under any applicable CC&R and is financially capable of performing all of its obligations under the lease; and (C) The lease conforms to the Rent Schedule attached as an exhibit to the Construction Funding Agreement and reflects an arm’s-length transaction, subject to the requirement that the Borrower comply with any applicable CC&R. (ii) If any Event of Default has occurred and is continuing, Funding Lender may make written demand on Borrower to submit all future leases for Funding Lender’s approval prior to execution. Borrower shall comply with any such demand by Funding Lender. (iii) No approval of any lease by Funding Lender shall be for any purpose other than to protect Funding Lender’s security for the Borrower Loan and to preserve Funding Lender’s rights under the Borrower Loan Documents and the Funding Loan Documents. No approval by Funding Lender shall result in a waiver of any default of Borrower. In no event shall any approval by Funding Lender of a lease be a representation of any kind with regard to the lease or its enforceability, or the financial capacity of any tenant or guarantor.

Lease Approval. (i) The Borrower has submitted to the Funding Lender, and the Funding Lender has approved, the Borrower’s standard form of tenant lease for use in the Project. The Borrower shall not materially modify that approved lease form without the Funding Lender’s prior Written Consent in each instance, which consent shall not be unreasonably withheld or delayed. The Borrower may enter into leases of space within the Improvements (and amendments to such leases) in the ordinary course of business with bona fide third party tenants without the Funding Lender’s prior Written Consent if: (A) The lease is a Permitted Lease, and is executed in the form attached as an exhibit to the Construction Funding Disbursement Agreement without material modification; (B) The Borrower, acting in good faith following the exercise of due diligence, has determined that the tenant meets requirements imposed under any applicable CC&R and is financially capable of performing all of its obligations under the lease; andand 4151-8753-2581.5 (C) The lease conforms to the Rent Schedule attached as an exhibit to the Construction Funding Disbursement Agreement and reflects an arm’s-length transaction, subject to the requirement that the Borrower comply with any applicable CC&R. (ii) If any Event of Default has occurred and is continuing, the Funding Lender may make written demand on the Borrower to submit all future leases for the Funding Lender’s approval Written Approval prior to execution. The Borrower shall comply with any such demand by the Funding Lender. (iii) No approval Written Approval of any lease by the Funding Lender shall be for any purpose other than to protect the Funding Lender’s security for the Borrower Loan and to preserve the Funding Lender’s rights under the Borrower Loan Documents and the Funding Loan Documents. No approval Written Approval by the Funding Lender shall result in a waiver of any default of the Borrower. In no event shall any approval Written Approval by the Funding Lender of a lease be a representation of any kind with regard to the lease or its enforceability, or the financial capacity of any tenant or guarantor.

Lease Approval. (i) Borrower has submitted to Funding Lender, and Funding Lender has approved, Borrower’s standard form of tenant lease for use in the Project. Borrower shall not materially modify that approved lease form without Funding Lender’s prior Written Consent in each instance, which consent shall not be unreasonably withheld or delayed. Borrower may enter into leases of space within the Improvements (and amendments to such leases) in the ordinary course of business with bona fide third party tenants without Funding Lender’s prior Written Consent if: (A) The lease is a Permitted Lease, and is executed in the form attached as an exhibit to the Construction Funding Agreement without material modification; (B) Borrower, acting in good faith following the exercise of due diligence, has determined that the tenant meets requirements imposed under the Regulatory Agreement and any applicable CC&R and is financially capable of performing all of its obligations under the lease; and (C) The lease conforms to the Rent Schedule attached as an exhibit to the Construction Funding Agreement and reflects an arm’s-length transaction, subject to the requirement that the Borrower comply with the Regulatory Agreement and any applicable CC&R. (ii) If any Event of Default has occurred and is continuing, Funding Lender may make written demand on Borrower to submit all future leases for Funding Lender’s approval prior to execution. Borrower shall comply with any such demand by Funding Lender. (iii) No approval of any lease by Funding Lender shall be for any purpose other than to protect Funding Lender’s security for the Borrower Loan and to preserve Funding Lender’s rights under the Borrower Loan Documents and the Funding Loan Documents. No approval by Funding Lender shall result in a waiver of any default of Borrower. In no event shall any approval by Funding Lender of a lease be a representation of any kind with regard to the lease or its enforceability, or the financial capacity of any tenant or guarantor.

Lease Approval. (i) Borrower has submitted to Funding Lender, and Funding Lender has approved, Borrower’s standard form of tenant lease for use in the Project. Borrower shall not materially modify that approved lease form without Funding Lender’s prior Written Consent in each instance, which consent shall not be unreasonably withheld or delayed. Borrower may enter into leases of space within the Improvements (and amendments to such leases) in the ordinary course of business with bona fide third party tenants without Funding LenderXxxxxx’s prior Written Consent if: (A) The lease is a Permitted Lease, and is executed in the form attached as an exhibit to the Construction Funding Agreement without material modification; (B) BorrowerXxxxxxxx, acting in good faith following the exercise of due diligence, has determined that the tenant meets requirements imposed under any applicable CC&R and is financially capable of performing all of its obligations under the lease; and (C) The lease conforms to the Rent Schedule attached as an exhibit to the Construction Funding Agreement and reflects an arm’s-length transaction, subject to the requirement that the Borrower comply with any applicable CC&R. (ii) If any Event of Default has occurred and is continuing, Funding Lender may make written demand on Borrower to submit all future leases for Funding LenderXxxxxx’s approval prior to execution. Borrower shall comply with any such demand by Funding Lender. (iii) No approval of any lease by Funding Lender shall be for any purpose other than to protect Funding Lender’s security for the Borrower Loan and to preserve Funding LenderXxxxxx’s rights under the Borrower Loan Documents and the Funding Loan Documents. No approval by Funding Lender shall result in a waiver of any default of Borrower. In no event shall any approval by Funding Lender of a lease be a representation of any kind with regard to the lease or its enforceability, or the financial capacity of any tenant or guarantor.

Lease Approval. (i) Borrower has submitted to Funding Lender, and Funding Lender has approved, Borrower’s standard form of tenant lease for use in the Project. Borrower shall not materially modify that approved lease form without Funding Lender’s prior Written Consent in each instance, which consent shall not be unreasonably withheld or delayed. Borrower may enter into leases of space within the Improvements (and amendments to such leases) in the ordinary course of business with bona fide third party tenants without Funding Lender’s prior Written Consent if: (A) The lease is a Permitted Lease, and is executed in the form attached as an exhibit to the Construction Funding Agreement without material modification; (B) Borrower, acting in good faith following the exercise of due diligence, has determined that the tenant meets requirements imposed under any applicable CC&R and is financially capable of performing all of its obligations under the lease; and (C) The lease conforms rent levels for each unit in effect as of the Closing Date with Qualified Tenants (as defined in the Partnership Agreement) or in leases initially entered into with Qualified Tenants after the Closing Date conform or will conform to the Rent Schedule attached as an exhibit to the Construction Funding Agreement and reflects will reflect an arm’s-length transaction, subject to the requirement that the Borrower comply with any applicable CC&R. (ii) If any Event of Default has occurred and is continuing, Funding Lender may make written demand on Borrower to submit all future leases for Funding Lender’s approval prior to execution. Borrower shall comply with any such demand by Funding Lender. (iii) No approval of any lease by Funding Lender shall be for any purpose other than to protect Funding Lender’s security for the Borrower Loan and to preserve 1404504.docx Funding Lender’s rights under the Borrower Loan Documents and the Funding Loan Documents. No approval by Funding Lender shall result in a waiver of any default of Borrower. In no event shall any approval by Funding Lender of a lease be a representation of any kind with regard to the lease or its enforceability, or the financial capacity of any tenant or guarantor.

Lease Approval. (i) Borrower has submitted to Funding Lender, and Funding Lender has approved, Borrower’s standard form of tenant lease for use in the Project. Borrower shall not materially modify that approved lease form without Funding Lender’s prior Written Consent in each instance, which consent shall not be unreasonably withheld or delayed. Borrower may enter into leases of space within the Improvements (and amendments to such leases) in the ordinary course of business with bona fide third party tenants without Funding Lender’s prior Written Consent if: (A) The lease is a Permitted Lease, and is executed in the form attached as an exhibit to the Construction Funding Agreement without material modification; (B) Borrower, acting in good faith following the exercise of due diligence, has determined that the tenant meets requirements imposed under any applicable CC&R and is financially capable of performing all of its obligations under the lease; and (C) The lease conforms to the Rent Schedule attached as an exhibit to the Construction Funding Agreement and reflects an arm’s-length transaction, subject to the requirement that the Borrower comply with any applicable CC&R. (ii) If any Event of Default has occurred and is continuing, Funding Lender may make written demand on Borrower to submit all future leases for Funding Lender’s approval prior to execution. Borrower shall comply with any such demand by Funding Lender. (iii) No approval of any lease by Funding Lender shall be for any purpose other than to protect Funding Lender’s security for the Borrower Loan and to preserve Funding Lender’s rights under the Borrower Loan Documents and the Funding Loan Documents. No approval by Funding Lender shall result in a waiver of any default of Borrower. In no event shall any approval by Funding Lender of a lease be a representation of any kind with regard to the lease or its enforceability, or the financial capacity of any tenant or guarantor.

Lease Approval. (i) Borrower has submitted to Funding Lender, and Funding Lender has approved, Borrower’s standard form of residential tenant lease for use in the Project. Borrower shall not materially modify that approved lease form without Funding Lender’s prior Written Consent in each instance, which consent shall not be unreasonably withheld or delayed. Borrower may enter into leases of residential space within the Improvements (and amendments to such leases) in the ordinary course of business with bona fide third party tenants without Funding Lender’s prior Written Consent if: (A) The lease is a Permitted Lease, and is executed in the form attached as an exhibit to the Construction Funding Agreement without material modification; (B) Borrower, acting in good faith following the exercise of due diligence, has determined that the tenant meets requirements imposed under any applicable CC&R and is financially capable of performing all of its obligations under the lease; and (C) The lease conforms to the Rent Schedule attached as an exhibit to the Construction Funding Agreement and reflects an arm’s-length transaction, subject to the requirement that the Borrower comply with any applicable CC&R. (ii) If any Event of Default has occurred and is continuing, Funding Lender may make written demand on Borrower to submit all future leases for Funding Lender’s approval prior to execution. Borrower shall comply with any such demand by Funding Lender. (iii) No approval of any lease by Funding Lender shall be for any purpose other than to protect Funding Lender’s security for the Borrower Loan and to preserve Funding Lender’s rights under the Borrower Loan Documents and the Funding Loan Documents. No approval by Funding Lender shall result in a waiver of any default of Borrower. In no event shall any approval by Funding Lender of a lease be a representation of any kind with regard to the lease or its enforceability, or the financial capacity of any tenant or guarantor.

Lease Approval. (i) The Borrower has submitted to the Funding Lender, and the Funding Lender has approved, the Borrower’s standard form of tenant lease for use in the Project. The Borrower shall not materially modify that approved lease form without the Funding Lender’s prior Written Consent in each instance, which consent shall not be unreasonably withheld or delayed. The Borrower may enter into leases of space within the Improvements (and amendments to such leases) in the ordinary course of business with bona fide third third-party tenants without the Funding LenderXxxxxx’s prior Written Consent if: (A) The lease is a Permitted Lease, and is executed in the form attached as an exhibit to the Construction Funding Agreement without material modification; (B) The Borrower, acting in good faith following the exercise of due diligence, has determined that the tenant meets requirements imposed under any applicable CC&R and is financially capable of performing all of its obligations under the lease; and (C) The lease conforms to the Rent Schedule attached as an exhibit to the Construction Funding Agreement and reflects an arm’s-length transaction, subject to the requirement that the Borrower comply with any applicable CC&R. (ii) CC&R. If any Event of Default has occurred and is continuing, the Funding Lender may make written demand on the Borrower to submit all future leases for the Funding Lender’s approval prior to execution. The Borrower shall comply with any such demand by the Funding Lender. (iii) . No approval of any lease by the Funding Lender shall be for any purpose other than to protect the Funding Lender’s security for the Borrower Loan and to preserve the Funding Lender’s rights under the Borrower Loan Documents and the Funding Loan Documents. No approval by the Funding Lender shall result in a waiver of any default of the Borrower. In no event shall any approval by the Funding Lender of a lease be a representation of any kind with regard to the lease or its enforceability, or the financial capacity of any tenant or guarantor.

Lease Approval. (i) Borrower has submitted to Funding Lender, and Funding Lender has approved, Borrower’s standard form of tenant lease for use in the Project. Borrower shall not materially modify that approved lease form without Funding Lender’s prior Written Consent in each instance, which consent shall not be unreasonably withheld or delayed. Borrower may enter into leases of space within the Improvements (and amendments to such leases) in the ordinary course of business with bona fide third party tenants without Funding Lender’s prior Written Consent if:: 50 OHSUSA:762281154 (A) The lease is a Permitted Lease, and is executed in the form attached as an exhibit to the Construction Funding Agreement without material modification; (B) Borrower, acting in good faith following the exercise of due diligence, has determined that the tenant meets requirements imposed under any applicable CC&R and is financially capable of performing all of its obligations under the lease; and (C) The lease conforms to the Rent Schedule attached as an exhibit to the Construction Funding Agreement and reflects an arm’s-length transaction, subject to the requirement that the Borrower comply with any applicable CC&R. (ii) If any Event of Default has occurred and is continuing, Funding Lender may make written demand on Borrower to submit all future leases for Funding Lender’s approval prior to execution. Borrower shall comply with any such demand by Funding Lender. (iii) No approval of any lease by Funding Lender shall be for any purpose other than to protect Funding Lender’s security for the Borrower Loan and to preserve Funding Lender’s rights under the Borrower Loan Documents and the Funding Loan Documents. No approval by Funding Lender shall result in a waiver of any default of Borrower. In no event shall any approval by Funding Lender of a lease be a representation of any kind with regard to the lease or its enforceability, or the financial capacity of any tenant or guarantor.

Lease Approval. (i) Borrower has submitted to Funding LenderEquity Investor, and Funding Lender Equity Investor has approved, Borrower’s 's standard form of tenant lease for use in the Project. Borrower shall not materially modify that approved lease form without Equity Investor's and Funding Lender’s 's prior Written Consent in each instance, which consent shall not be unreasonably withheld or delayed. Borrower may enter into leases of space within the Improvements (and amendments to such leases) in the ordinary course of business with bona fide third party tenants without Funding Lender’s 's prior Written Consent if: (A) The lease is a Permitted Lease, and is executed in the form attached as an exhibit to approved by the Construction Funding Agreement without material modificationLender; (B) Borrower, acting in good faith following the exercise of due diligence, has determined that the tenant meets requirements imposed under any applicable CC&R and is financially capable of performing all of its obligations under the lease; and (C) The lease conforms to the Rent Schedule attached as an exhibit to the Construction Funding Agreement and reflects an arm’sarm's-length transaction, subject to the requirement that the Borrower comply with the Restrictive Covenants and any applicable CC&R. (ii) If any Event of Default has occurred and is continuing, Funding Lender may make written demand on Borrower to submit all future leases for Funding Lender’s 's approval prior to execution. Borrower shall comply with any such demand by Funding Lender. (iii) No approval of any lease by Funding Lender shall be for any purpose other than to protect the Governmental Lender's and Funding Lender’s 's security for the Borrower Loan and to preserve Funding Lender’s 's rights under the Borrower Loan Documents and the Funding Loan Documents. No approval by Funding Lender shall result in a waiver of any default of Borrower. In no event shall any approval by Funding Lender of a lease be a representation of any kind with regard to the lease or its enforceability, or the financial capacity of any tenant or guarantor.

Lease Approval. (i) Borrower has submitted to Funding Lender, and Funding Lender has approved, Borrower’s standard form of tenant lease for use in the Project. Except to complete the lease by filing in the blanks and to insert tenants names, unit numbers, rental rates, term and the like, Borrower shall not materially modify that approved lease form without Funding Lender’s prior Written Consent in each instance, which consent shall not be unreasonably withheld or delayed. Borrower may enter into leases of space within the Improvements (and amendments to such leases) in the ordinary course of business with bona fide third party tenants without Funding Lender’s prior Written Consent if: (A) The lease is a Permitted Lease, and is executed in the form attached as an exhibit to the Construction Funding Agreement without material modification; (B) Borrower, acting in good faith following the exercise of due diligence, has determined that the tenant meets requirements imposed under any applicable CC&R and is financially capable of performing all of its obligations under the lease; and (C) The lease conforms to the Rent Schedule attached as an exhibit to the Construction Funding Agreement and reflects an arm’s-length transaction, subject to the requirement that the Borrower comply with any applicable CC&R. (ii) If any Event of Default has occurred and is continuing, Funding Lender may make written demand on Borrower to submit all future leases for Funding Lender’s approval prior to execution. Borrower shall comply with any such demand by Funding Lender. (iii) No approval of any lease by Funding Lender shall be for any purpose other than to protect Funding Lender’s security for the Borrower Loan and to preserve Funding Lender’s rights under the Borrower Loan Documents and the Funding Loan Documents. No approval by Funding Lender shall result in a waiver of any default of Borrower. In no event shall any approval by Funding Lender of a lease be a representation of any kind with regard to the lease or its enforceability, or the financial capacity of any tenant or guarantor.

Lease Approval. (i) The Borrower has submitted to Funding Lenderthe Noteholder Representative, and Funding Lender the Noteholder Representative has approved, the Borrower’s 's standard form of tenant lease for use in the Project. The Borrower shall not materially modify that approved lease form without Funding Lender’s Noteholder Representative's prior Written Consent in each instance, which consent shall not be unreasonably withheld or delayed. The Borrower may enter into leases of space within the Improvements (and amendments to such leases) in the ordinary course of business with bona fide third party tenants without Funding Lender’s the Noteholder Representative's prior Written Consent if: (A) The lease is a Permitted Lease, and is executed in the form attached as an exhibit to the Construction Funding Agreement without material modification; (B) The Borrower, acting in good faith following the exercise of due diligence, has determined that the tenant meets requirements imposed under any applicable CC&R and is financially capable of performing all of its obligations under the lease; and (C) The lease conforms to the Rent Schedule attached as an exhibit to the Construction Funding Agreement and reflects an arm’sarms-length transaction, subject to the requirement that the Borrower comply with any applicable CC&R. (ii) If any Event of Default has occurred and is continuing, Funding Lender the Noteholder Representative may make written demand on the Borrower to submit all future leases T-27388.001/1127884.doc Council Agenda: 9-9-2014 Item No.: 3.5 for Funding Lender’s the Noteholder Representative's approval prior to execution. The Borrower shall comply with any such demand by Funding Lenderthe Noteholder Representative. (iii) No approval of any lease by Funding Lender the Noteholder Representative shall be for any purpose other than to protect Funding Lender’s the Noteholder Representative's security for the Borrower Loan and to preserve Funding Lender’s the Noteholder Representative's rights under the Borrower Loan Documents and the Funding Loan Documents. No approval by Funding Lender the Noteholder Representative shall result in a waiver of any default of the Borrower. In no event shall any approval by Funding Lender the Noteholder Representative of a lease be a representation of any kind with regard to the lease or its enforceability, or the financial capacity of any tenant or guarantor.