LENDER
IS ATTACHED HERETO AS EXHIBIT B), UNLESS MORTGAGE BORROWER DETERMINES IN GOOD
FAITH THAT DEVIATIONS FROM THE APPROVED LEASE FORM DO NOT MATERIALLY AND
ADVERSELY AFFECT MORTGAGE BORROWER'S INTERESTS UNDER THE LEASE OR RENEWAL LEASE,
AND (VI) IS NOT A MAJOR LEASE. ALL PROPOSED LEASES WHICH DO NOT SATISFY THE
REQUIREMENTS SET FORTH IN THIS SECTION 5.1.17 SHALL BE SUBJECT TO THE PRIOR
APPROVAL OF LENDER (SUCH APPROVAL NOT TO BE UNREASONABLY WITHHELD, DELAYED OR
CONDITIONED), AT BORROWER'S
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EXPENSE. AT LENDER'S REQUEST, BORROWER SHALL CAUSE MORTGAGE BORROWER TO PROMPTLY
DELIVER TO LENDER COPIES OF ALL LEASES WHICH ARE ENTERED INTO PURSUANT TO THIS
SECTION 5.1.17(A), TOGETHER WITH BORROWER'S CERTIFICATION THAT IT HAS SATISFIED
OR CAUSED MORTGAGE BORROWER TO SATISFY ALL OF THE CONDITIONS OF THIS SECTION
5.1.17(A) (OTHER THAN CONDITIONS WAIVED IN WRITING BY LENDER) APPLICABLE TO SUCH
LEASES. ANY LEASE SUBMITTED TO LENDER FOR LENDER'S APPROVAL SHALL BE DEEMED
APPROVED IF LENDER SHALL NOT HAVE NOTIFIED BORROWER IN WRITING OF ITS APPROVAL
OR DISAPPROVAL (TOGETHER WITH A STATEMENT OF THE GROUNDS OF SUCH DISAPPROVAL, IF
APPLICABLE) WITHIN TEN (10) BUSINESS DAYS (THE "APPROVAL PERIOD") AFTER LENDER
HAS RECEIVED SUCH SUBMISSION; PROVIDED, HOWEVER, THAT UPON NOTICE TO BORROWER,
LENDER SHALL BE ENTITLED TO A FIVE (5) BUSINESS DAY EXTENSION OF THE APPROVAL
PERIOD ("LENDER'S APPROVAL EXTENSION PERIOD"). NOTWITHSTANDING THE LEASING
APPROVAL PROCEDURE SET FORTH ABOVE, TO FACILITATE MORTGAGE BORROWER'S LEASING
PROCESS, BORROWER MAY PRESENT PROSPECTIVE LEASING TRANSACTIONS TO LENDER FOR ITS
APPROVAL PRIOR TO THE NEGOTIATION OF A FINAL LEASE. SUCH PRESENTATION SHALL
INCLUDE A SUMMARY TERM SHEET OF ALL MATERIAL TERMS OF THE PROPOSED LEASE OR A
DRAFT OF THE LEASE, EITHER AS SUPPLEMENTED BY ANY ADDITIONAL INFORMATION
CONCERNING SUCH LEASE OR THE TENANT THEREUNDER AS MAY BE REASONABLY REQUESTED BY
LENDER (THE "LEASE TERM SHEET"). LENDER SHALL APPROVE OR DISAPPROVE THE LEASE
TERM SHEET WITHIN TEN (10) BUSINESS DAYS OF ITS RECEIPT, PROVIDED LENDER SHALL
BE ENTITLED TO LENDER'S APPROVAL EXTENSION PERIOD AND SUCH REQUEST TO LENDER
COMPLIES WITH THE REQUIREMENTS OF SECTION 5.1.17(G) HEREOF, AND IF LENDER FAILS
TO SO APPROVE OR DISAPPROVE OF THE LEASE TERM SHEET WITHIN SUCH APPROVAL PERIOD
AND LENDER'S APPROVAL EXTENSION PERIOD, IF APPLICABLE, THE LEASE TERM SHEET
SHALL BE DEEMED APPROVED BY LENDER. IF LENDER APPROVES OR IS DEEMED TO HAVE
APPROVED THE LEASE TERM SHEET, LENDER'S PRIOR APPROVAL SHALL NOT BE REQUIRED FOR
THE FINAL LEASE, EXCEPT TO THE EXTENT SUCH FINAL LEASE (I) DEVIATES IN ANY
MATERIAL RESPECT FROM THE TERMS SET FORTH ON THE LEASE TERM SHEET OR CONTAINS
ANY MATERIAL TERMS NOT SET FORTH IN THE LEASE TERM SHEET, AND BORROWER
DETERMINES IN GOOD FAITH THAT SUCH DEVIATION SHALL MATERIALLY AND ADVERSELY
AFFECT EITHER (A) MORTGAGE BORROWER'S INTEREST UNDER THE LEASE OR (B) LENDER'S
INTEREST IN THE PLEDGE AGREEMENT OR THE OTHER LOAN DOCUMENTS,
(II) [INTENTIONALLY OMITTED] OR (III) IS NOT FULLY EXECUTED WITHIN ONE HUNDRED
TWENTY (120) DAYS AFTER THE LEASE TERM SHEET IS RECEIVED BY LENDER; PROVIDED,
HOWEVER, THAT (X) NOTHING CONTAINED