Common use of New Leases Clause in Contracts

New Leases. Seller and Purchaser further agree as follows: 1. From and after the date of the Letter of Intent through the Closing, Seller has delivered or shall deliver, as applicable, for Purchaser's review (a "New Lease Notice") a copy of any proposed New Lease, financial statements of the proposed new tenant, if such financial statements were provided to Seller, and such other information as may reasonably be requested by Purchaser, if such information is in the possession of Seller. During the period between the date of this Agreement and Closing, Purchaser shall have the right to approve or disapprove of any New Lease by responding in writing to Seller's New Lease Notice within three (3) business days after Purchaser's receipt of the New Lease Notice. If Purchaser fails to approve or disapprove of such New Lease within such three (3) business day period, Purchaser shall be deemed to have conclusively approved of such New Lease. In the event that Purchaser reasonably disapproves of such New Lease within such three (3) business day period, Seller shall not enter into such New Lease. If Seller enters into such a New Lease after Purchaser reasonably disapproves of such New Lease as provided in the preceding sentence, then Purchaser shall have the right, within five (5) days after Purchaser's receipt of written notice of Seller's entering into such New Lease, to terminate this Agreement. If Purchaser does not so terminate this Agreement, Purchaser shall be deemed to have conclusively approved of such New Lease. If Purchaser elects to terminate this Agreement pursuant to the provisions of this Section 10(L)(1) and Purchaser is otherwise not in material default of its obligations under this Agreement, Purchaser may elect to obtain a refund of the ▇▇▇▇▇▇▇ Money from the Escrowee and pursue damages, if available pursuant to Section 7(A)(ii), in which event this Agreement shall, without further action of the parties, become null and void and neither party shall have any further rights or obligations under this Agreement except those rights and obligations which expressly survive termination of this Agreement as provided herein and Seller's rights under the Confidentiality Agreement (as defined in Section 8(A) above). Purchaser hereby agrees that it has approved the terms of the New Leases and third-party commissions related thereto, if any, listed on EXHIBIT V, provided, however, that Purchaser shall have further approval rights pursuant to this Section 10(L)(1) in the event that there are material changes to the economic terms of such leases. 2. All tenant improvement costs and/or allowances and leasing commissions relating to (a) New Leases entered into by Seller during the period between the date of this Agreement and the expiration of the Inspection Period, and (b) New Leases entered into by Seller after the Inspection Period and prior to Closing which Purchaser approves (or is deemed to approve) in accordance with Section 11(L)(1) above, shall be prorated in accordance with Section 4(C)(i)(c) above.

New Leases. Seller and Purchaser further agree as follows: 1. From and after the date of the Letter of Intent through the ClosingEffective Date, Seller has delivered shall not, without Buyer's prior written consent in each instance, which consent shall not be unreasonably withheld or delayed and shall deliverbe given or denied, as applicablewith the reasons for such denial specified in reasonable detail, for Purchaser's review (a "New Lease Notice") a copy of any proposed New Lease, financial statements of the proposed new tenant, if such financial statements were provided to Seller, and such other information as may reasonably be requested by Purchaser, if such information is in the possession of Seller. During the period between the date of this Agreement and Closing, Purchaser shall have the right to approve or disapprove of any New Lease by responding in writing to Seller's New Lease Notice within three (3) business days after Purchaser's receipt by Buyer of the New information referred to in the next sentence, enter into a new lease for space in the Property or renew or extend any Lease Notice(except pursuant to the exercise by a tenant of a renewal, extension or expansion option contained in such tenant's Lease). Seller shall furnish Buyer with all information regarding any proposed new leases, renewals and extensions reasonably necessary to enable Buyer to make informed decisions with respect to the advisability of the proposed action. If Purchaser Buyer fails to approve object in writing to any such proposed new lease, renewal or disapprove of such New Lease extension, as the case may be, within such three (3) business day perioddays after receipt of the aforementioned information, Purchaser Buyer shall be deemed to have conclusively approved the proposed new lease, renewal or extension, as the case may be. If Buyer rejects the proposed action, Seller nevertheless retains full right, power and authority to execute such documents as are necessary to effect such action, and Seller shall promptly advise Buyer of such New Leasethe same. In The foregoing notwithstanding, in the event that Purchaser reasonably disapproves of such New Lease within such three (3) business day periodBuyer has rejected the proposed action but Seller nonetheless proceeds to effect it, Seller shall not enter into such New Lease. If Seller enters into such a New Lease after Purchaser reasonably disapproves of such New Lease as provided in the preceding sentence, then Purchaser Buyer shall have the right, within five three (53) business days after Purchaser's receipt of Seller's notice that Seller has taken such action, to elect to terminate this Agreement by the delivery to Seller of a written notice of Seller's entering into such New Leasetermination, in which case the Deposit shall be paid to terminate Buyer and, thereafter, the parties shall have no further rights or obligations hereunder other than any arising under any section herein which expressly provides that it shall survive the termination of this Agreement. If Purchaser does not so terminate this AgreementBuyer fails to notify Seller within such time period, Purchaser Buyer shall be deemed to have conclusively approved of such New Lease. If Purchaser elects fully waived any rights to terminate terinate this Agreement pursuant to the provisions of this Section 10(L)(1) 13.1. Seller shall deliver to Buyer a true and Purchaser is otherwise not in material default complete copy of its obligations under this Agreementeach such new lease, Purchaser may elect to obtain a refund of the ▇▇▇▇▇▇▇ Money from the Escrowee renewal and pursue damages, if available pursuant to Section 7(A)(ii), in which event this Agreement shall, without further action of the parties, become null and void and neither party shall have any further rights or obligations under this Agreement except those rights and obligations which expressly survive termination of this Agreement as provided herein and Seller's rights under the Confidentiality Agreement (as defined in Section 8(A) above). Purchaser hereby agrees that it has approved the terms of the New Leases and third-party commissions related theretoextension agreement, if any, listed on EXHIBIT V, provided, however, that Purchaser shall have further approval rights pursuant to this Section 10(L)(1) in the event that there are material changes to the economic terms of such leases. 2. All tenant improvement costs and/or allowances and leasing commissions relating to (a) New Leases entered into by Seller during the period between the date of this Agreement and the expiration of the Inspection Period, and (b) New Leases entered into by Seller Promptly after the Inspection Period execution and prior to Closing which Purchaser approves (or is deemed to approve) in accordance with Section 11(L)(1) above, shall be prorated in accordance with Section 4(C)(i)(c) abovedelivery thereof.

New Leases. Seller and Purchaser further agree as follows: 1. From and after After the date of that certain letter from Meridian dated June 16, 1997 and executed by Prudential as of June 16, 1997 (the Letter of Intent through "LETTER OF INTEREST"), Prudential shall not, without Meridian's prior written consent in each instance, which consent shall not be unreasonably withheld and shall be given or denied, with the Closingreasons for such denial specified in reasonable detail, Seller has delivered or shall deliver, as applicable, for Purchaser's review (a "New Lease Notice") a copy of any proposed New Lease, financial statements of the proposed new tenant, if such financial statements were provided to Seller, and such other information as may reasonably be requested by Purchaser, if such information is in the possession of Seller. During the period between the date of this Agreement and Closing, Purchaser shall have the right to approve or disapprove of any New Lease by responding in writing to Seller's New Lease Notice within three (3) business days after Purchaser's receipt by Meridian of the New information referred to in the next sentence, enter into a new lease for space in any Facility or renew or extend any Lease Notice(except pursuant to the exercise by a tenant of a renewal, extension or expansion option contained in such tenant's Lease). Prudential shall furnish Meridian with all information regarding any proposed new leases, renewals and extensions reasonably necessary to enable Meridian to make informed decisions with respect to the advisability of the proposed action. If Purchaser Meridian fails to approve object in writing to any such proposed new lease, renewal or disapprove of such New Lease extension, as the case may be, within such three (3) business day perioddays after receipt of the aforementioned information, Purchaser Meridian shall be deemed to have conclusively approved the proposed new lease, renewal or extension, as the case may be. If Meridian rejects the proposed action, Prudential nevertheless retains full right, power and authority to execute such documents as are necessary to effect such action, and Prudential shall promptly advise Meridian of such New Leasethe same. In The foregoing notwithstanding, in the event that Purchaser reasonably disapproves of such New Lease within such three (3) business day periodMeridian has rejected the proposed action but Prudential nonetheless proceeds to effect it, Seller shall not enter into such New Lease. If Seller enters into such a New Lease after Purchaser reasonably disapproves of such New Lease as provided in the preceding sentence, then Purchaser Meridian shall have the right, within five three (53) business days after Purchaser's receipt of written Prudential's notice of Seller's entering into that Prudential has taken such New Leaseaction, to terminate this Agreement. If Purchaser does not so terminate this Agreement, Purchaser shall be deemed to have conclusively approved of such New Lease. If Purchaser elects elect to terminate this Agreement pursuant by the delivery to the provisions Prudential of this Section 10(L)(1) and Purchaser is otherwise not in material default a written notice of its obligations under this Agreement, Purchaser may elect to obtain a refund of the ▇▇▇▇▇▇▇ Money from the Escrowee and pursue damages, if available pursuant to Section 7(A)(ii)termination, in which event this Agreement shall, without further action of case the parties, become null and void and neither party parties shall have any no further rights or obligations hereunder other than any arising under this Agreement except those rights and obligations which expressly survive termination of this Agreement as provided herein and Seller's rights under the Confidentiality Agreement (as defined in Section 8(A) above). Purchaser hereby agrees that it has approved the terms of the New Leases and third-party commissions related thereto, if any, listed on EXHIBIT V, provided, however, that Purchaser shall have further approval rights pursuant to this Section 10(L)(1) in the event that there are material changes to the economic terms of such leases. 2. All tenant improvement costs and/or allowances and leasing commissions relating to (a) New Leases entered into by Seller during the period between the date of this Agreement and the expiration of the Inspection Period, and (b) New Leases entered into by Seller after the Inspection Period and prior to Closing which Purchaser approves (or is deemed to approve) in accordance with Section 11(L)(1) above, shall be prorated in accordance with Section 4(C)(i)(c) above.any section herein

New Leases. Seller and Purchaser further agree as follows: 1. From and after After the date of that certain letter from Meridian dated June 16, 1997 and executed by Prudential as of June 16, 1997 (the Letter of Intent through "LETTER OF INTEREST"), Prudential shall not, without Meridian's prior written consent in each instance, which consent shall not be unreasonably withheld and shall be given or II-50 52 denied, with the Closingreasons for such denial specified in reasonable detail, Seller has delivered or shall deliver, as applicable, for Purchaser's review (a "New Lease Notice") a copy of any proposed New Lease, financial statements of the proposed new tenant, if such financial statements were provided to Seller, and such other information as may reasonably be requested by Purchaser, if such information is in the possession of Seller. During the period between the date of this Agreement and Closing, Purchaser shall have the right to approve or disapprove of any New Lease by responding in writing to Seller's New Lease Notice within three (3) business days after Purchaser's receipt by Meridian of the New information referred to in the next sentence, enter into a new lease for space in any Facility or renew or extend any Lease Notice(except pursuant to the exercise by a tenant of a renewal, extension or expansion option contained in such tenant's Lease). Prudential shall furnish Meridian with all information regarding any proposed new leases, renewals and extensions reasonably necessary to enable Meridian to make informed decisions with respect to the advisability of the proposed action. If Purchaser Meridian fails to approve object in writing to any such proposed new lease, renewal or disapprove of such New Lease extension, as the case may be, within such three (3) business day perioddays after receipt of the aforementioned information, Purchaser Meridian shall be deemed to have conclusively approved the proposed new lease, renewal or extension, as the case may be. If Meridian rejects the proposed action, Prudential nevertheless retains full right, power and authority to execute such documents as are necessary to effect such action, and Prudential shall promptly advise Meridian of such New Leasethe same. In The foregoing notwithstanding, in the event that Purchaser reasonably disapproves of such New Lease within such three (3) business day periodMeridian has rejected the proposed action but Prudential nonetheless proceeds to effect it, Seller shall not enter into such New Lease. If Seller enters into such a New Lease after Purchaser reasonably disapproves of such New Lease as provided in the preceding sentence, then Purchaser Meridian shall have the right, within five three (53) business days after Purchaser's receipt of Prudential's notice that Prudential has taken such action, to elect to terminate this Agreement by the delivery to Prudential of a written notice of Seller's entering into such New Leasetermination, to terminate in which case the parties shall have no further rights or obligations hereunder other than any arising under any section herein which expressly provides that it shall survive the termination of this Agreement. If Purchaser does not so terminate this AgreementMeridian fails to notify Prudential within such time period, Purchaser Meridian shall be deemed to have conclusively approved of such New Lease. If Purchaser elects fully waived any rights to terminate this Agreement pursuant to the provisions of this Section 10(L)(1) 13.1. Prudential shall deliver to Meridian a true and Purchaser is otherwise not in material default complete copy of its obligations under this Agreementeach such new lease, Purchaser may elect to obtain a refund of the ▇▇▇▇▇▇▇ Money from the Escrowee renewal and pursue damages, if available pursuant to Section 7(A)(ii), in which event this Agreement shall, without further action of the parties, become null and void and neither party shall have any further rights or obligations under this Agreement except those rights and obligations which expressly survive termination of this Agreement as provided herein and Seller's rights under the Confidentiality Agreement (as defined in Section 8(A) above). Purchaser hereby agrees that it has approved the terms of the New Leases and third-party commissions related theretoextension agreement, if any, listed on EXHIBIT V, provided, however, that Purchaser shall have further approval rights pursuant to this Section 10(L)(1) in the event that there are material changes to the economic terms of such leases. 2. All tenant improvement costs and/or allowances and leasing commissions relating to (a) New Leases entered into by Seller during the period between the date of this Agreement and the expiration of the Inspection Period, and (b) New Leases entered into by Seller promptly after the Inspection Period execution and prior to Closing which Purchaser approves (or is deemed to approve) in accordance with Section 11(L)(1) above, shall be prorated in accordance with Section 4(C)(i)(c) abovedelivery thereof.

New Leases. Seller and Purchaser further agree as follows: 1. From and after After the date of the Letter of Intent through the Closinghereof, Seller has delivered shall not, without Buyer's prior written consent in each instance, which consent shall not be unreasonably withheld and shall be given or shall deliverdenied, as applicablewith the reasons for such denial specified in reasonable detail, for Purchaser's review within ten (a "New Lease Notice") a copy of any proposed New Lease, financial statements of the proposed new tenant, if such financial statements were provided to Seller, and such other information as may reasonably be requested by Purchaser, if such information is in the possession of Seller. During the period between the date of this Agreement and Closing, Purchaser shall have the right to approve or disapprove of any New Lease by responding in writing to Seller's New Lease Notice within three (310) business days after Purchaserreceipt by Buyer of the information referred to in the next sentence, enter into a new lease, license or occupancy agreement for space in the Property (except any lease with a prospective tenant and on the terms described on Exhibit K-2 attached hereto, herein collectively called "Prospective Tenants") or renew or extend any Lease (except pursuant to the exercise by a tenant of a renewal, extension or expansion option contained in such tenant's Lease which does not require landlord approval). Seller shall furnish Buyer with all information regarding any such proposed action reasonably necessary to enable Buyer to make informed decisions with respect to the advisability of the proposed action (including without limitation a copy of the lease proposal and an itemized list specifying all Lease Expenses, including the estimated amount thereof, incurred or to be incurred in connection therewith). If Buyer fails to object in writing to any such proposed action within ten (10) business days after receipt of the New Lease Notice. If Purchaser fails to approve or disapprove of such New Lease within such three (3) business day periodaforementioned information, Purchaser Buyer shall be deemed to have conclusively approved the proposed action. The foregoing notwithstanding, prior to expiration of the Due Diligence Period, if Buyer rejects any such New Lease. In the event that Purchaser reasonably disapproves of such New Lease within such three (3) business day periodproposed action, Seller shall not enter into such New Lease. If Seller enters into such a New Lease after Purchaser reasonably disapproves of such New Lease as provided in the preceding sentence, then Purchaser shall have the nevertheless retain full right, within five power and authority to execute all documents necessary to effect such action (5) days after Purchaser's receipt of written notice of Seller's entering into such New Lease, to terminate this Agreement. If Purchaser does not so terminate this Agreement, Purchaser shall be deemed to have conclusively approved of such New Lease. If Purchaser elects to terminate this Agreement pursuant to the provisions of this Section 10(L)(1) and Purchaser is otherwise not in material default of its obligations under this Agreement, Purchaser may elect to obtain a refund of the ▇▇▇▇▇▇▇ Money from the Escrowee and pursue damages, if available pursuant to Section 7(A)(ii), in which event this Agreement shallSeller shall promptly advise Buyer of same), without further action of but Seller shall also retain the parties, become null and void and neither party shall have any further rights or obligations under this Agreement except those rights and obligations which expressly survive termination of this Agreement as provided herein and Seller's rights under the Confidentiality Agreement obligation to pay Lease Expenses (as defined in Section 8(Ahereinafter defined) above). Purchaser hereby agrees that it has approved the terms arising solely as a result of the New Leases and third-party commissions related thereto, if any, listed on EXHIBIT V, provided, however, that Purchaser shall have further approval rights pursuant to this Section 10(L)(1) in the event that there are material changes to the economic terms of such leases. 2. All tenant improvement costs and/or allowances and leasing commissions relating to (a) New Leases entered into by Seller during the period between the date of this Agreement and the expiration of the Inspection Period, and (b) New Leases entered into by Seller after the Inspection Period and prior to Closing which Purchaser approves (or is deemed to approve) in accordance with Section 11(L)(1) above, shall be prorated in accordance with Section 4(C)(i)(c) above.such

New Leases. Except for New Leases presented to Purchaser by Seller as hereafter provided, Purchaser and Purchaser further agree its successors, during the Earn-Out Period, shall not enter into 34 any lease, tenancy, occupancy agreement, rental agreement, option, license or concession for space in the Project (collectively, "Rental Undertaking"), without first obtaining Seller's prior written consent, which consent shall not be unreasonably withheld or delayed. If Seller consents as follows: 1. From and after the date of the Letter of Intent through the Closingaforesaid to a Rental Undertaking, Seller has delivered or such approved Rental Undertaking shall deliver, as applicable, for Purchaser's review (be deemed a "New Lease Notice") a copy of any proposed New Lease, financial statements of the proposed new tenant, if such financial statements were provided to Seller, and such other information as may reasonably be requested by Purchaser, if such information is in the possession of Seller. During the period between commencing on the date hereof and ending on the expiration of the Earn-Out Period, Seller shall have the exclusive right to negotiate prospective New Leases, except in the instance of Rental Undertakings to which Seller has consented as aforesaid. Purchaser agrees to bind its successors, assigns and their successors and assigns to the provisions of this Agreement Paragraph 13.04. Seller shall keep Purchaser reasonably advised of the terms, provisions and Closingconditions of such prospective New Leases as well as the identity of and the available financial information pertaining to the lessee ("Prospect") of a proposed New Lease. Purchaser agrees to reasonably cooperate with and advise Seller whether the credit worthiness of the Prospect is acceptable to Purchaser and of those terms, provisions and conditions proposed for prospective New Leases that Purchaser approves or disapproves. Purchaser agrees not to unreasonably withhold or delay its consent and approval of the credit worthiness of the Prospect or of such terms, provisions and conditions, provided the same are reasonably consistent with the Leases and New Leases (or does not violate any provision thereof) in respect to (i) rental rates and proposed Tenant Inducements for comparable space within the Project for Prospects of comparable net worth, (ii) duration of lease term, and (iii) exclusive uses proposed for the Prospect. Under the provisions of a New Lease, (i) for the period prior to the Closing Date, Seller shall be the landlord thereof, and (ii) for the Earn-Out Period, Purchaser shall have be the right to approve or disapprove landlord thereof and Seller shall be a party thereto, as contractor, for the limited purpose of any performing the New Lease by responding Obligations (as hereinafter defined). When and as a final draft of a New Lease is prepared, Seller shall deliver a true and complete copy thereof to Purchaser along with all financial information pertaining to the Prospect that is in writing to Seller's New Lease Notice possession or under its control that was not theretofore delivered to Purchaser. Purchaser shall advise Seller, in writing, within three ten (310) business days after Purchaser's receipt of the draft New Lease, whether Purchaser approves or disapproves the same. If Purchaser notifies Seller as aforesaid of Purchaser's disapproval of a draft New Lease Notice("Disapproved Lease"), such notice shall set forth, in reasonable particularity, the reasons for Purchaser's disapproval. If Purchaser fails to approve so notify Seller of whether the draft New Lease is approved or disapprove disapproved as aforesaid, it shall act as notice to Seller that Purchaser has approved the same. When a prospective New Lease has been approved or is deemed to have been approved, (i) in the instance of prospective New Leases to be executed prior to the Closing, Seller shall execute the same as landlord thereunder, and (ii) in the instance of prospective New Leases to be executed during the Earn-Out Period, Seller shall promptly thereafter deliver execution originals of the same to Purchaser that have been executed by the subject Prospect, as the New Tenant, and by the Seller and/or Contractor in respect to the New Lease Obligations. Within five (5) business days following Purchaser's receipt of execution originals as aforesaid in 29 35 clause (ii), Purchaser shall execute and return the same to Seller. If Purchaser fails to return, when required, said originals executed by Purchaser as aforesaid, such New Lease within ("Unsigned Lease") shall automatically be deemed a New Lease that is fully executed during the Earn-Out Segment (as hereinafter defined) in which Seller delivered it to Purchaser for execution, and shall be deemed a Qualified Lease and the Earn-Out Conditions in respect thereto satisfied on the sixth (6th) business day after it was delivered to Purchaser, notwithstanding the provisions of Paragraph 13.01(xi) hereof. As a result, subject to the provisions of the next sentence, Purchaser shall pay to Seller, on the twenty-fifth (25th) day of the month first occurring thereafter, the Earn-Out Payment computed in respect to such Unsigned Lease. However, in the event, after the date an Unsigned Lease became a Qualified Lease as aforesaid and prior to the date the Prospect thereof withdraws its signature thereto, Purchaser executes and returns to Seller such Unsigned Lease, Seller agrees to be bound by and to perform the New Lease Obligations for such Unsigned Lease. In the event, at any time prior to the date that is three (3) business day periodmonths subsequent to the expiration date of the Earn-Out Segment in which there was a Disapproved Lease, Purchaser (or its successors or assigns) enters into any Rental Undertaking with the Prospect of such Disapproved Lease, such Rental Undertaking shall automatically, notwithstanding the provisions of Paragraph 13.01(xi) hereof, be deemed to have conclusively approved of such New be a Qualified Lease. In the event that Purchaser reasonably disapproves of such New Lease within such three (3) business day period, Seller shall not enter into such New Lease. If Seller enters into such a New Lease after Purchaser reasonably disapproves of such New Lease as provided in the preceding sentence, then and Purchaser shall have pay to Seller, on the righttwenty-fifth (25th) day of the month first occurring after such Rental Undertaking was signed by Purchaser, within five an amount equal to (5a) days after Purchaser's receipt of written notice of Seller's entering into such New Lease, to terminate this Agreement. If Purchaser does not so terminate this Agreement, Purchaser shall be deemed to have conclusively approved of such New Lease. If Purchaser elects to terminate this Agreement pursuant the Earn-Out Payment computed in respect to the provisions of this Section 10(L)(1such Rental Undertaking as a Qualified Lease, minus (b) and Purchaser is otherwise not in material default of its obligations under this Agreement, Purchaser may elect to obtain a refund of the ▇▇▇▇▇▇▇ Money from the Escrowee and pursue damages, if available pursuant to Section 7(A)(ii), in which event this Agreement shall, without further action of the parties, become null and void and neither party shall have any further rights or obligations under this Agreement except those rights and obligations which expressly survive termination of this Agreement as provided herein and Seller's rights under the Confidentiality Agreement (as defined in Section 8(A) above). Purchaser hereby agrees that it has approved the terms of the New Leases and third-party commissions related theretoFootage Payment, if any, listed on EXHIBIT Vthat was previously paid by Purchaser in respect to the portion of the Project that is the subject of such Rental Undertaking, providedminus (c) the costs incurred by Purchaser to unrelated third parties for the construction and completion of tenant improvements and broker's commissions for the subject Rental Undertaking, howeverbut in an amount, that in either instance, not greater than the cost of those tenant improvements and Commissions provided in the Disapproved Lease, and minus (d) any unsatisfied right of offset afforded Purchaser shall have further approval rights pursuant to this Section 10(L)(1) in Paragraphs 5.04, 9.03, 14.06, 14.07 and 16.01 hereof. The obligations of Purchaser under the event that there are material changes to the economic terms of such leases. 2. All tenant improvement costs and/or allowances and leasing commissions relating to (a) New Leases entered into by Seller during the period between the date provisions of this Agreement grammatical paragraph shall survive the Closing and the later expiration of the Inspection Earn-Out Period, and (b) New Leases entered into by Seller after the Inspection Period and prior to Closing which Purchaser approves (or is deemed to approve) in accordance with Section 11(L)(1) above, shall be prorated in accordance with Section 4(C)(i)(c) above.

New Leases. Seller and Purchaser further agree as follows: : 1. From and after the date of the Letter of Intent this Agreement through the Closing, Seller has delivered or shall promptly deliver, as applicable, to Purchaser for Purchaser's review (a "New Lease Notice") a copy of any proposed New Lease, financial statements of the proposed new tenant, if such financial statements were provided to Seller, and such other information as may reasonably be requested by Purchaser, if such information is in the possession of Seller. During the period between the date of this Agreement and Closing, Purchaser shall have the right (exercisable in its reasonable discretion) to approve or disapprove of any New Lease by responding in writing to Seller's New Lease Notice within three five (35) business days after Purchaser's receipt of the New Lease Notice. If Purchaser fails to approve or disapprove of such New Lease within such three five (35) business day period, Purchaser shall be deemed to have conclusively approved of such New Lease. In the event that Purchaser reasonably disapproves of such New Lease within such three five (35) business day period, Seller shall not enter into such New Lease. If Seller enters into such a New Lease after Purchaser reasonably disapproves of such New Lease as provided in the preceding sentence, then Purchaser shall have the right, within five (5) days after Purchaser's receipt of written notice of Seller's entering into such New Lease, to terminate this Agreement. If Purchaser does not so terminate this Agreement, Purchaser shall be deemed to have conclusively approved of such New Lease. If Purchaser elects to terminate this Agreement pursuant to the provisions of this Section 10(L)(110 (L)(1) and Purchaser is otherwise not in material default of its obligations under this Agreement, Purchaser may elect entitled hereunder to obtain a refund return of the ▇▇▇▇▇▇▇ Money, the ▇▇▇▇▇▇▇ Money from shall be returned to Purchaser by the Escrowee and pursue damages, if available pursuant to Section 7(A)(ii)Escrowee, in which event this Agreement shall, without further action of the parties, become null and void and neither party shall have any further rights or obligations under this Agreement except those rights and obligations which expressly survive termination of this Agreement as provided herein and Seller's rights under the Confidentiality Agreement (as defined in Section 8(A) above). Purchaser hereby agrees that it has approved the terms of the New Leases and third-party commissions related thereto, if any, listed on EXHIBIT V, provided, however, that Purchaser shall have further approval rights pursuant to this Section 10(L)(1) in the event that there are material changes to the economic terms of such leases. 2. All tenant improvement costs and/or allowances and leasing commissions relating to (a) New Leases entered into by Seller during the period between the date of this Agreement and the expiration of the Inspection Period, and (b) New Leases entered into by Seller after the Inspection Period and prior to Closing which Purchaser approves (or is deemed to approve) in accordance with Section 11(L)(1) above, shall be prorated in accordance with Section 4(C)(i)(c) above.