Common use of Leasing of Space Clause in Contracts

Leasing of Space. A. Unless otherwise approved by Lender in writing in advance (which approval may be withheld in Lender's good faith sole discretion), the Approved Lease shall reflect an arms-length transaction at the then current market rate for comparable space. The Approved Lease shall comply with all applicable Laws, including, without limitation, all subdivision requirements, if any. Borrower shall perform all obligations required to be performed by it as landlord under the Approved Lease. Borrower shall not accept any Prepaid Property Income (however denominated). B. Borrower shall not enter into, or modify, amend, terminate or accept a surrender or cancellation of the Approved Lease, or consent to any assignment or subletting under the Approved Lease, or enter into any other Lease, without Lender's prior written approval of any sublease, assignment, or other Lease, and the tenant's financial condition (including, without limitation, financial statements, operating history and business prospects), which shall not be unreasonably withheld. Lender's prior written consent shall not be required for any amendment or modification of the Approved Lease or any other Lease if the amendment or modification does not alter a Material Lease Provision. Lender's prior written consent, which may be withheld in Lender's good faith sole discretion, shall be required if (a) any proposed tenant's operations at, on or about the Project will or are reasonably likely to at any time involve the use, generation, storage, handling or disposal of Hazardous Substances, or (b) the tenant's use of the Project or applicable portion thereof is not consistent with the use of the remainder of the Project. C. Promptly after the execution of any modification, amendment or termination of the Approved Lease, or any other Lease previously approved by Lender, Borrower shall deliver to Lender copies of such modification, amendment or termination, and all other documents executed in connection therewith, whether or not Lender's approval is required in connection therewith pursuant to this SECTION 7.

Leasing of Space. A. Unless otherwise approved by Lender in writing in advance (which approval may advance, all Leases shall be withheld in Lender's good faith sole discretion), the Approved Lease entered into with bona fide third party tenants financially capable of performing their obligations thereunder and shall reflect an arms-length transaction transactions at the then current market rate for comparable space. The Lender has approved the Approved Lease shall comply with all applicable Laws, including, without limitation, all subdivision requirements, if anyLease. Borrower shall perform all obligations required to be performed by it as landlord under the Approved any Lease. Borrower shall not accept any Prepaid Property Income rent (however denominated)) or other charges under any of the Leases more than one (1) month in advance. B. Borrower shall not enter into, or modify, amend, terminate or accept a surrender or cancellation of the Approved of, any Lease, or consent to any assignment or subletting under the Approved Lease, or enter into any other Lease, without Lender's prior written approval consent except as follows: (i) Borrower may terminate Leases other than Major Leases without Lender's prior written consent for the non-payment of any sublease, assignment, or other Lease, and rent if Borrower would in good faith terminate such Lease in the tenantordinary course of its business. (ii) Lender's financial condition (including, without limitation, financial statements, operating history and business prospects), which prior written consent shall not be unreasonably withheld. required for any new Lease (a) which is not a Major Lease, (b) which does not include any Material Lease Provisions, (c) where the term of the Lease (including any options to extend the initial term of the Lease) does not exceed ten (10) years, and (d) where the proposed use of the portion of the Project leased does not involve the use, storage, processing, manufacture, transportation, disposal or release of Hazardous Substances. (iii) Lender's prior written consent shall not be required for any amendment or modification of the Approved Lease or any other a Lease if the amendment or modification does not alter a Material Lease Provision. contains no provision which, had the provision been included in the original Lease, would require Lender's prior written consent, which may be withheld in . (iv) Lender's good faith sole discretion, prior written consent shall not be required in connection with any sublease or assignment of any Lease if either (aa)(1) any the assignee or subtenant meets the requirements of Section 7.4(A), and (2) the proposed tenant's operations at, on or about use of the Project will by such assignee or are reasonably likely to at any time subtenant does not involve the use, generation, storage, handling processing, manufacture, transportation, disposal or disposal release of Hazardous Substances, or (b) such sublease or assignment does not require Borrower's consent under the terms of the Lease executed by Borrower in accordance with the terms of this Agreement. C. Borrower shall promptly deliver to Lender such Leases, rent rolls, leasing reports, operating statements or other leasing information as Lender may from time to time request. Borrower shall promptly notify Lender of (i) any material tenant dispute, (ii) any material default by Borrower or the tenants under any of the Major Leases, (iii) any material adverse change in leasing activity for the Project, and (iv) any notice received by Borrower relating to any material default by Borrower under any Lease. D. With respect to any Major Lease, and if requested by Lender with respect to any other Lease, Borrower shall, within twenty (20) days after Lender's request, execute and deliver to Lender, and cause the tenants under the Leases (and any other party to, or guarantor of, the Leases) to execute and deliver to Lender, nondisturbance and attornment agreements and/or estoppel certificates, in form and substance reasonably satisfactory to Lender. E. As used herein, "Material Lease Provision" means a provision which materially increases the landlord's obligations under a Lease, which provides the tenant with material rights or recourse against the landlord or with the right to terminate the Lease, or which adversely affects Lender's security in the Lease. Without limiting the generality of the foregoing, each of the following shall constitute a Material Lease Provision: (i) any provision which affects Lender's rights with respect to the Lease, which affects the relative priority of the Lease and the Deed of Trust without Lender's consent, or which requires Lender to agree to or provide any nondisturbance agreement to the tenant's use ; (ii) the grant of the Project an option, right of first offer or applicable refusal or other right to purchase all or any portion thereof is not consistent with the use of the remainder of the Project. C. Promptly after , (iii) the execution grant of an option, right of first offer or refusal or other right to lease any additional space in the Project at a rent less than market rent, (iv) the grant of any modificationearly termination option, amendment (v) any provision which provides for the application of insurance or termination condemnation proceeds in a manner contrary to the Loan Documents, (vi) the grant of any offsets, or the agreement for the payment of any amounts by the landlord, if such offset or payment obligation would be applicable to any subsequent owner of the Approved LeaseProject, including, without limitation any owner succeeding to the landlord's interest by foreclosure or a deed in lieu or in aid thereof, (vii) a limit to the expense reimbursements due from the tenant for increases in taxes or expenses, or (viii) an environmental, hazardous substance or other indemnification binding on the landlord that would be applicable to any other Lease previously approved subsequent owner of the Project, including, without limitation, any owner succeeding to landlord's interest by Lender, Borrower shall deliver to Lender copies of such modification, amendment foreclosure or termination, and all other documents executed a deed in connection therewith, whether lieu or not Lender's approval is required in connection therewith pursuant to this SECTION 7aid thereof.

Leasing of Space. A. Unless otherwise approved by Lender in writing Borrower shall not allow any of the Property Owners, and shall not itself, accept any rent (however denominated) or other charges under any of the Leases more than one (1) month in advance without the prior written consent of Lender, except that any of the Property Owners may receive in advance a security deposit of one or more month’s rent if each of the Property Owners holds the same (which approval may be withheld i) in Lender's good faith sole discretion), the Approved Lease shall reflect an arms-length transaction at the then current market rate for comparable space. The Approved Lease shall comply accordance with all applicable Laws, including, without limitation, legal requirements and (ii) in a segregated account from which no withdrawals are made except to apply a tenant’s deposit to the payment of damages or the final month’s rent for which the tenant is liable under its Lease or to return such deposit to the appropriate tenant. All Leases shall satisfy all subdivision requirements, if any. Borrower shall perform all obligations required of the requirements applicable to be performed by it as landlord under such Lease contained in any of the Approved Lease. Borrower shall not accept any Prepaid Property Income (however denominated)Senior Loan Documents. B. Borrower shall not, and shall not enter intoallow any of the Property Owners to, materially modify or modifyamend any Lease unless such Lease, amendas so modified, would satisfy the requirements of the preceding Subsection 6.5 (A). Borrower will not, and will not allow any of the Property Owners, to terminate or accept a surrender or cancellation of the Approved any Lease, or consent to any assignment or subletting under the Approved Lease, or enter into any other Lease, without Lender's ’s prior written approval of any sublease, assignment, or other Lease, and the tenant's financial condition (including, without limitation, financial statements, operating history and business prospects), which consent. Borrower shall not be unreasonably withheld. without Lender's prior written consent shall not be required for any amendment or modification of the Approved Lease or any other Lease if the amendment or modification does not alter a Material Lease Provision. Lender's ’s prior written consent, which may be withheld enter into, terminate or otherwise modify, or consent to any assignment or subletting under, any Lease that is any of the following: (i) a Material Lease (as such term is defined in Lender's good faith sole discretionthe Senior Loan Documents entered into by Countrywide, shall be required if the Countrywide Borrowers and the Countrywide Property Owners), (aii) any proposed tenant's operations at, on or about other Lease where any of the Project will or are reasonably likely to at Senior Lenders’ prior consent is required under any time involve of the use, generation, storage, handling or disposal of Hazardous SubstancesSenior Loan Documents, or (biii) the tenant's use any Lease for any space within any of the Project or applicable portion thereof is not consistent with Properties where the use demised premises represent more than ten percent (10%) of the remainder of leaseable space in the Projectapplicable Property. C. Promptly after the execution of any modification, amendment or termination of the Approved Lease, or any other Lease previously approved by Lender, Borrower shall promptly certify and deliver to Lender for Lender’s review and approval, true, correct and complete copies of such modificationLeases, amendment the rent roll, standard lease form, leasing guidelines, leasing reports, operating statements or terminationother leasing information, once every calendar month and all other documents executed in connection therewith, whether or not Lender's approval is required in connection therewith pursuant at such additional times as Lender may from time to this SECTION 7time request.

Leasing of Space. A. Unless otherwise approved by Lender in writing in advance (which approval may advance, all Leases shall be withheld in Lender's good faith sole discretion), the Approved Lease entered into with bona fide third party tenants financially capable of performing their obligations thereunder and shall reflect an arms-length transaction transactions at the then current market rate for comparable space. The Approved Lease shall comply with all applicable Laws, including, without limitation, all subdivision requirements, if anyLender acknowledges its approval of the XM Radio Lease. Borrower shall perform all obligations required to be performed by it as landlord under the Approved any Lease. Borrower shall not accept any Prepaid Property Income rent (however denominated)) or other charges under any of the Leases more than one (1) month in advance. B. Borrower shall not enter into, or modify, amend, terminate or accept a surrender or cancellation of the Approved of, any Lease, or consent to any assignment or subletting under the Approved Lease, or enter into any other Lease, without Lender's prior written approval consent except as follows: (i) Borrower may terminate Leases other than Major Leases without Lender's prior written consent if Borrower would in good faith terminate such Lease in the ordinary course of any sublease, assignment, or other Lease, and the tenantits business. (ii) Lender's financial condition (including, without limitation, financial statements, operating history and business prospects), which prior written consent shall not be unreasonably withheld. required for any new Lease (a) which is not a Major Lease, (b) which does not include any Material Lease Provisions, (c) where the term of the Lease (including any options to extend the initial term of the Lease) does not exceed ten (10) years, and (d) where the proposed use of the portion of the Project leased does not involve the use, storage, processing, manufacture, transportation, disposal or release of Hazardous Substances. (iii) Lender's prior written consent shall not be required for any amendment or modification of the Approved Lease or any other a Lease if the amendment or modification does not alter a contains no Material Lease Provision. . (iv) Lender's prior written consent, which may be withheld in Lender's good faith sole discretion, consent shall not be required in connection with any sublease or assignment of any Lease if either (aa)(1) any the assignee or subtenant meets the requirements of SECTION 7.4(A), and (2) the proposed tenant's operations at, on or about use of the Project will by such assignee or are reasonably likely to at any time subtenant does not involve the use, generation, storage, handling processing, manufacture, transportation, disposal or disposal release of Hazardous SubstancesSubstances in excess of, or to a greater extent than, the use permitted under such Lease (provided that the Lease is entered into in accordance with the terms of the Loan Documents), or (b) such sublease or assignment does not require Borrower's consent under the tenant's use terms of the Project or applicable portion thereof is not consistent Lease executed by Borrower in accordance with the use terms of the remainder of the Projectthis Agreement. C. Promptly after Borrower shall promptly deliver to Lender such Leases, rent rolls, leasing reports, operating statements or other leasing information as Lender may from time to time reasonably request. Borrower shall promptly notify Lender of (i) any material tenant dispute under a Major Lease, (ii) any material default by Borrower or the execution of tenants under any modification, amendment or termination of the Approved Major Leases, (iii) with respect to nonpublic companies, any material adverse change in the financial condition or ownership structure of a tenant under a Major Lease of which the Borrower has knowledge, and (iv) any notice received by Borrower relating to any material default by Borrower under any Major Lease. D. With respect to any Major Lease or Lease with an affiliate of Borrower, Borrower shall, within twenty (20) days after Lender's request, execute and deliver to Lender, and (i) cause the tenants (and any other party to, or guarantor of such Leases), to execute and deliver to Lender, nondisturbance and attornment agreements, in form and substance reasonably satisfactory to Lender, and (ii) use its reasonable good faith efforts to cause the tenants under Major Leases, to execute and deliver estoppel certificates, in form and substance reasonably satisfactory to Lender. With respect to any Lease other than a Major Lease previously approved or Lease with an affiliate of Borrower, if requested by Lender, Borrower shall shall, within twenty (20) days after Lender's request, execute and deliver and use its reasonable good faith efforts to cause the tenants thereunder (and any other party to, or guarantor of, the Leases) to execute and deliver to Lender copies Lender, nondisturbance and attornment agreements and estoppel certificates, in form and substance reasonably satisfactory to Lender. E. As used herein, "MATERIAL LEASE PROVISION" means a provision which materially increases the landlord's obligations under a Lease, which provides the tenant with material rights or recourse against the landlord beyond the interest of such modificationthe landlord in the Project, amendment or terminationwith the right to terminate the Lease (other than reasonable and customary termination rights in comparable leases for comparable properties), or which materially and all other documents executed in connection therewith, whether or not adversely affects Lender's approval is required security in connection therewith pursuant the Lease. Without limiting the generality of the foregoing, each of the following shall constitute a Material Lease Provision: (i) any provision which affects the relative priority of the Lease and the Deed of Trust without Lender's consent, or which requires Lender to this SECTION 7agree to or provide any nondisturbance agreement to the tenant; (ii) the grant of an option, right of first offer or refusal or other right to purchase all or any portion of the Project, (iii) the grant of an option, right of first offer or refusal or other right to lease any additional space in the Project at a rent less than market rent, (iv) the grant of any early termination option, (v) any provision which provides for the application of insurance or condemnation proceeds in a manner contrary to the Loan Documents, (vi) the grant of any offsets, or the agreement for the payment of any amounts by the landlord, if such offset or payment obligation would be applicable to any subsequent owner of the Project, including, without limitation any owner succeeding to the landlord's interest by foreclosure or a deed in lieu or in aid thereof, (vii) a limit to the expense reimbursements due from the tenant for increases in taxes or expenses, or (viii) an environmental, hazardous substance or other indemnification binding on the landlord that would be applicable to any subsequent owner of the Project, including, without limitation, any owner succeeding to landlord's interest by foreclosure or a deed in lieu or in aid thereof.