Leasing Restrictions. The Borrower will give notice to the Agent of any proposed new Lease at the Project for the lease of space therein and shall provide to the Agent a copy of the proposed Lease, or any proposed Lease modification or amendment, and any and all agreements or documents related thereto, current financial information for the proposed tenant and any guarantor of the proposed Lease and such other information as the Agent may reasonably request. The Borrower will not lease all or any portion of the Project or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or grant any concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any now existing or future Lease without the prior written consent of the Agent not to be unreasonably withheld, conditioned or delayed; provided, however, that without the prior written approval of Agent, the Borrower may (i) enter into an Approved Lease; provided further, however, that without the prior written approval of Agent, the Borrower may amend, supplement or otherwise modify any Lease so long as such modifications (x) do not negatively impact the economic terms of the Lease, or (y) impose any additional obligations on Borrower under the Lease. Notwithstanding anything in this Agreement to the contrary, Borrower may enter into Leases that do not meet part (iv) of the criteria of an Approved Lease without the prior written approval of Agent provided that such Leases are consistent with sound leasing and management practices for similar properties, and such Leases do not in the aggregate involve more than 3.64 megawatts of critical load power. If Borrower submits to Agent a written request for approval with respect to a proposed Lease and Agent fails to approve or disapprove any such action within ten (10) days after Agent receives from Borrower such request together with a copy of the final version of such proposed Lease, such action shall be deemed approved, provided that Agent will only be deemed to have given such approval if, and only if, such request includes all of the supporting documentation reasonably necessary for Agent to make a decision regarding such request, as determined by Agent, and includes the following in all capital, bolded, block letters on the first page thereof: “THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN TEN (10) DAYS OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.” Borrower shall provide Agent with a copy of the fully executed original of all Leases promptly following their execution. At Agent’s request, Borrower shall cause all Tenants to execute Subordination, Non-Disturbance and Attornment Agreements reasonably satisfactory to Agent. Agent reserves the right to subordinate the Mortgage to any Lease. At Borrower’s request, Agent shall execute Subordination, Non-Disturbance and Attornment Agreements reasonably satisfactory to Agent.
Appears in 2 contracts
Sources: Construction Loan Agreement, Construction Loan Agreement (Dupont Fabros Technology, Inc.)
Leasing Restrictions. The Borrower will give notice to the Agent of any proposed new Lease at the Project for the lease of space therein and shall provide to the Agent a copy of the proposed Lease, or any proposed Lease modification or amendment, and any and all agreements or documents related thereto, current financial information for the proposed tenant and any guarantor of the proposed Lease and such other information as the Agent may reasonably request. The Borrower will not lease all or any portion of the Project or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or grant any concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any now existing or future Lease without Without the prior written consent of the Agent Lender, Borrower shall not to be unreasonably withheld, conditioned or delayed; provided, however, that without the prior written approval of Agent, the Borrower may (i) enter into any lease for any residential unit at the Project on a lease form other than the form of lease previously approved by Lender, (ii) materially modify such approved lease form, (iii) enter into any residential leases on terms substantially less favorable to Borrower than the then-current market terms, (iv) accept any rental payment more than 30 days in advance of its due date, (v) enter into any residential leases for a term of more than one year, (vi) enter into any non-residential leases other than a customary laundry lease for the Project reasonably acceptable to Lender, subject to a subordination, non-disturbance and attornment agreement acceptable to Lender in form and substance, (vii) modify, amend or terminate any non-residential Lease, except in the event of an Approved Lease; provided furtheruncured default by a tenant that would entitle Borrower, howeveras landlord, that without the prior written approval of Agent, the Borrower may amend, supplement or otherwise modify any Lease so long as to terminate such modifications (x) do not negatively impact the economic terms of the Lease, or (yviii) impose enter into any additional obligations on ground lease of the Project. Borrower under the shall provide Lender not less than 10 Business Days to review any proposed non-residential leases, any proposed material modifications of, or material amendments to, a Lease. Notwithstanding anything in this Agreement , and any proposed change to the contrarylease form for the leasing of residential units. All Leases must contain an automatic attornment provision whereby in the event of a foreclosure, Borrower may enter into Leases that do not meet part (iv) of the criteria of an Approved Lease without tenant automatically shall recognize the prior written approval of Agent provided that such Leases are consistent with sound leasing and management practices for similar properties, successor owner as landlord and such Leases do not tenant shall have no right to terminate its Lease in the aggregate involve more than 3.64 megawatts event of critical load powersuch foreclosure. If Borrower submits to Agent a written request for approval with respect to a proposed Lease and Agent fails to approve enters into any new non-residential lease or disapprove any such action within ten (10) days after Agent receives from Borrower such request together with a copy modification or renewal of the final version of such proposed any existing non-residential Lease, such action shall be deemed approved, provided that Agent will only be deemed to have given such approval if, and only if, such request includes all of the supporting documentation reasonably necessary for Agent to make a decision regarding such at Lender’s request, as determined by Agent, Borrower shall cause the Tenant thereunder to execute a subordination and includes the following attornment agreement in all capital, bolded, block letters on the first page thereof: “THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN TEN (10) DAYS OF RECEIPTform and substance satisfactory to Lender. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.” Borrower shall provide Agent Lender with a copy of the fully executed original of all non-residential Leases promptly following their execution. At Agent’s request, Borrower shall cause all Tenants to execute Subordination, Non-Disturbance and Attornment Agreements reasonably satisfactory to Agent. Agent reserves the right to subordinate the Mortgage to any Lease. At Borrower’s request, Agent shall execute Subordination, Non-Disturbance and Attornment Agreements reasonably satisfactory to Agent.
Appears in 2 contracts
Sources: Loan Agreement (Trade Street Residential, Inc.), Loan Agreement (Trade Street Residential, Inc.)
Leasing Restrictions. The Borrower will give notice to the Agent of any proposed new Lease at the Project for the lease of space therein and shall provide to the Agent a copy of the proposed Lease, or any proposed Lease modification or amendment, and any and all agreements or documents related thereto, current financial information for the proposed tenant and any guarantor of the proposed Lease and such other information as the Agent may reasonably request. The Borrower will not lease all or any portion of the Project or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or grant any concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any now existing or future Lease without Without the prior written consent of the Agent Lender, Borrower shall not to be unreasonably withheld, conditioned or delayed; provided, however, that without the prior written approval of Agent, the Borrower may (i) enter into any lease for any residential unit at the Project on a lease form other than the form of lease previously approved by Lender, (ii) materially modify such approved lease form, (iii) enter into any residential leases on terms substantially less favorable to Borrower than the then-current market terms, (iv) accept any rental payment more than 30 days in advance of its due date, (v) enter into any residential leases for a term of more than one year, (vi) enter into any non-residential leases other than a customary laundry lease for the Project reasonably acceptable to Lender, subject to a subordination, non-disturbance and attornment agreement acceptable to Lender in form and substance, (vii) modify, amend or terminate any non-residential Lease, except in the event of an Approved Lease; provided furtheruncured default by a tenant that would entitle Borrower, howeveras landlord, that without the prior written approval of Agent, the Borrower may amend, supplement or otherwise modify any Lease so long as to terminate such modifications (x) do not negatively impact the economic terms of the Lease, or (yviii) impose enter into any additional obligations on ground lease of the Project. Borrower under the shall provide Lender not less than 10 Business Days to review any proposed non-residential leases, any proposed material modifications of, or material amendments to, a Lease. Notwithstanding anything in this Agreement , and any proposed change to the contrarylease form for the leasing of residential units. All Leases must contain an automatic attornment provision whereby in the event of a foreclosure, Borrower may enter into Leases that do not meet part (iv) of the criteria of an Approved Lease without tenant automatically shall recognize the prior written approval of Agent provided that such Leases are consistent with sound leasing and management practices for similar properties, successor owner as landlord and such Leases do not tenant shall have no right to terminate its Lease in the aggregate involve more than 3.64 megawatts event of critical load powersuch foreclosure. If Borrower submits to Agent a written request for approval with respect to a proposed Lease and Agent fails to approve enters into any new non-residential lease or disapprove any such action within ten (10) days after Agent receives from Borrower such request together with a copy modification or renewal of the final version of such proposed any existing non-residential Lease, such action shall be deemed approved, provided that Agent will only be deemed to have given such approval if, and only if, such request includes all of the supporting documentation reasonably necessary for Agent to make a decision regarding such at Lender's request, as determined by Agent, Borrower shall cause the Tenant thereunder to execute a subordination and includes the following attornment agreement in all capital, bolded, block letters on the first page thereof: “THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN TEN (10) DAYS OF RECEIPTform and substance satisfactory to Lender. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.” Borrower shall provide Agent Lender with a copy of the fully executed original of all non-residential Leases promptly following their execution. At Agent’s request, Borrower shall cause all Tenants to execute Subordination, Non-Disturbance and Attornment Agreements reasonably satisfactory to Agent. Agent reserves the right to subordinate the Mortgage to any Lease. At Borrower’s request, Agent shall execute Subordination, Non-Disturbance and Attornment Agreements reasonably satisfactory to Agent.
Appears in 1 contract
Leasing Restrictions. The (a) With respect to any resident admission agreements, residency agreements, life care contracts or similar agreements with residents or patients of its Individual Property, Borrower will give notice shall lease its Individual Property at market rents and on market terms (based on the type, quality and location of such Individual Property) using Borrower’s standard approved resident agreement and lease form that has been approved by Lender and subject to non-material changes thereto. All Leases shall be bona fide, binding contracts, duly authorized and executed with third-party tenants, residents, and/or occupants unrelated to Borrower, any Recourse Party or any of their Affiliates. All free rent and similar concessions shall be given only at the beginning of the term of the Lease, and there shall be no economic obligations on the landlord under a Lease beyond providing the senior living services contemplated by the form lease that has been approved by Lender (and for which the landlord is separately compensated).
(b) Each Operating Lease (as such term is defined in each Instrument) shall be subject to Lender’s prior approval, which may be granted or denied in Lender’s sole and absolute discretion, and shall meet all regulatory requirements. Borrower shall not, without first obtaining Lender’s prior written consent, (i) amend or modify the Operating Lease with respect to Borrower’s Individual Property in any material respect (which shall include, without limitation, any modification or amendment to the Agent of any proposed new Operating Lease at that reduces the Project for rent payable thereunder, alters the lease of space therein and shall provide to the Agent a copy term of the proposed Operating Lease, increases the landlord’s obligations or decreases the tenant’s obligations under the Operating Lease or any proposed Lease other modification or amendmentamendment deemed material by Lender), and any and all agreements (ii) extend or documents related thereto, current financial information for renew (except in accordance with mandatory actions by the proposed tenant and any guarantor landlord under the existing provisions of the proposed applicable Individual Property Operating Lease, if any) the Operating Lease and such other information as the Agent may reasonably request. The Borrower will not lease all or any portion of the Project or amendwith respect to Borrower’s Individual Property, supplement or otherwise modify, (iii) terminate or cancel, or accept the surrender ofof the Operating Lease with respect to Borrower’s Individual Property, (iv) enter into any new Operating Lease with respect to Borrower’s Individual Property, (v) consent to, or consent to otherwise accept, an assignment of an Operating Lease, which assignment would result in the assignment or subletting oftenant being relieved from any liability under such Operating Lease, or grant (vi) accept any concessions prepayment of rent more than one (1) month in advance, termination fee, or similar payment.
(c) With respect to or waive the performance of any obligations of any tenantcommercial Lease that is not an Operating Lease, lessee or licensee under, any now existing or future Lease without the prior written consent of the Agent not to be unreasonably withheld, conditioned or delayed; provided, however, that without the prior written approval of Agent, the Borrower may (i) enter into an Approved Lease; provided furthera new commercial Lease (if such new commercial Lease does not give the tenant any rights, howeverwhether in the form of expansion rights, that without the prior written approval rights of Agentfirst refusal to lease or purchase, the or otherwise, relating to property which is not part of such Borrower’s Individual Property and/or would require Borrower may amendand/or Lender to possess or control any property other than such Borrower’s Individual Property to honor such rights and/or would grant such tenant any purchase rights with respect to any portion of such Borrower’s Individual Property), supplement or otherwise modify (ii) terminate any Lease so long as such modifications (x) do not negatively impact the economic terms of the commercial Lease, or (yiii) impose amend any additional obligations on Borrower under such commercial Lease (if such amendment does not give the Lease. Notwithstanding anything in this Agreement to the contrarytenant any rights, Borrower may enter into Leases that do not meet part (iv) of the criteria of an Approved Lease without the prior written approval of Agent provided that such Leases are consistent with sound leasing and management practices for similar properties, and such Leases do not whether in the aggregate involve more form of expansion rights, rights of first refusal to lease or purchase, or otherwise, relating to property which is not part of such Borrower’s Individual Property and/or would require Borrower and/or Lender to possess or control any property other than 3.64 megawatts of critical load power. If Borrower submits such Borrower’s Individual Property to Agent a written request for approval honor such rights and/or would grant such tenant any purchase rights with respect to a proposed Lease and Agent fails to approve or disapprove any such action within ten (10) days after Agent receives from Borrower such request together with a copy of the final version portion of such proposed Lease, such action shall be deemed approvedBorrower’s Individual Property), provided that Agent will all decisions made and all actions taken by Borrower pursuant to clauses (i), (ii) and (iii) above (A) represent prudent business practices for the benefit of such Borrower’s Individual Property, (B) are on market terms and rents (based on the type, quality and location of such Individual Property), and (C) are bona fide, binding contracts, duly authorized and executed with third-party tenants unrelated to Borrower, any Recourse Party or any of their Affiliates. All free rent and similar concessions under any commercial Lease shall be given only at the beginning of the term of the commercial Lease, there shall be no step down or other decrease in base rent payable over the term of the applicable commercial Lease, Prudential Loan Nos. 706109322, 706109323, 706109324, 706109325, 706109326, 706109327, 706109328, 706109329, 706109333, 706109334, 706109335 and 706109336 CNL BV Portfolio Loan Agreement there shall be no increase in the landlord’s obligations to pay operating expenses, taxes or insurance or change in the base year, and there shall be no economic obligations on the landlord under a commercial Lease beyond maintaining such Borrower’s Individual Property. Any allowance for tenant improvements shall only be deemed to have given such approval if, and only if, such request includes all at the beginning of the supporting documentation reasonably necessary for Agent to make a decision regarding such request, as determined by Agent, and includes the following in all capital, bolded, block letters on the first page thereof: “THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN TEN (10) DAYS OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.” Borrower shall provide Agent with a copy term of the fully executed original commercial Lease.
(d) No portion of all Leases promptly following their execution. At AgentBorrower’s request, Borrower Individual Property shall cause all Tenants to execute Subordination, Non-Disturbance and Attornment Agreements reasonably satisfactory to Agent. Agent reserves the right to subordinate the Mortgage (1) be leased to any Lease. At Borrower’s request, Agent shall execute Subordination, Non-Disturbance and Attornment Agreements reasonably satisfactory to Agentparty or entity that uses dry cleaning solvents on such Individual Property or (2) permit the use or storage of Hazardous Materials in excess of limits allowed by applicable Laws.
Appears in 1 contract
Leasing Restrictions. The Borrower will give notice to the Agent of any proposed new Lease at the Project for the lease of space therein and shall provide to the Agent a copy of the proposed LeaseNot, or any proposed Lease modification or amendment, and any and all agreements or documents related thereto, current financial information for the proposed tenant and any guarantor of the proposed Lease and such other information as the Agent may reasonably request. The Borrower will not lease all or any portion of the Project or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or grant any concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any now existing or future Lease without the prior express written consent of the Agent Administrative Agent, not to be unreasonably withheld, conditioned or delayed; provided, however, that without the prior written approval of Agent, the Borrower may (i) enter into an Approved Lease; provided furtherany Major Leases, however(ii) modify the form of a Major Lease previously approved by Administrative Agent (other than modifications to address customary lease modifications in the existing local market for similar properties that do not otherwise require Administrative Agent’s consent hereunder), that without the prior written approval of Agent(iii) modify, the Borrower may amend, supplement amend or otherwise terminate any Major Lease modify any Lease so long as that will result in such modifications (x) do not negatively impact the economic terms of the Lease constituting a Major Lease, or (y) impose any additional obligations on Borrower under the Lease. Notwithstanding anything in this Agreement to the contrary, Borrower may enter into Leases that do not meet part (iv) accept any rental payment more than thirty (30) days in advance of its due date or (v) enter into any ground lease of all or a substantial portion of the criteria Premises. Any lease termination payments (i) in excess of $250,000 or (ii) during a Cash Sweep Period, shall be delivered to Administrative Agent (with any lease termination payments to be deposited into the Clearing Account and applied in accordance with the terms of this Agreement), on behalf of the Lenders, to be held as additional collateral for the Loan. Provided no Event of Default has occurred and is continuing, Borrower shall be permitted to request disbursements of any lease termination payments then being held by Administrative Agent to pay tenant improvement costs and leasing commission in connection with securing a replacement tenant for the applicable space. All Leases must contain an Approved Lease without automatic attornment provision whereby upon a foreclosure, the prior written approval of Agent provided that such Leases are consistent with sound leasing and management practices for similar properties, tenant automatically shall recognize the successor owner as landlord and such Leases do not in the aggregate involve more than 3.64 megawatts of critical load powertenant shall have no right to terminate its Lease upon such foreclosure. If Borrower submits to Agent a written request for approval with respect to a proposed enters into any new Lease and Agent fails to approve or disapprove any such action within ten (10) days after Agent receives from Borrower such request together with a copy modification or renewal of the final version of such proposed any existing Lease, such action shall be deemed approved, provided that Agent will only be deemed to have given such approval if, and only if, such request includes all of the supporting documentation reasonably necessary for Agent to make a decision regarding such request, as determined by Agent, and includes the following in all capital, bolded, block letters on the first page thereof: “THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN TEN (10) DAYS OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.” Borrower shall provide Agent with a copy of the fully executed original of all Leases promptly following their execution. At at Administrative Agent’s request, Borrower shall cause all Tenants the tenant thereunder to execute Subordination, Non-Disturbance a subordination and Attornment Agreements reasonably attornment agreement in form and substance satisfactory to Administrative Agent unless such lease contains attornment provisions reasonably acceptable to Administrative Agent. Borrower shall provide Administrative Agent reserves with copies of the right fully executed Leases promptly following their execution. Notwithstanding the foregoing, so long as no Event of Default exists, Borrower may, without Administrative Agent’s prior written consent, enter into any Lease that is not a Major Lease so long as: (A) such Lease is on the form previously approved by Administrative Agent (subject to subordinate modifications to address customary lease modifications in the Mortgage existing local market for similar properties that do not otherwise require Administrative Agent’s consent hereunder); (B) the tenant improvement costs relating to such Lease to be paid by Borrower are comparable to improvements made for other tenants engaged in a similar business; and (C) such Lease is not a “master lease” (i.e., a Lease which is entered into by Borrower, as landlord, with any Guarantor, any Affiliate of Borrower or any Guarantor, or Borrower itself, as tenant). Prior to seeking Administrative Agent’s consent to any proposed Major Lease. At , Borrower shall deliver to Administrative Agent (1) a term sheet for any such proposed Major Lease containing the applicable information reasonably approved by Borrower and Administrative Agent, (2) any reasonable information relating to the prospective tenant (to the extent such information is in Borrower’s requestpossession and subject to Administrative Agent’s execution of a confidentiality agreement in form and substance reasonably acceptable to Administrative Agent, Agent shall execute SubordinationBorrower and the applicable prospective tenant) requested by Administrative Agent, Non-Disturbance including financial and Attornment Agreements reasonably satisfactory to Agent.credit information of prospective tenant; and an
Appears in 1 contract
Sources: Loan Agreement (KBS Strategic Opportunity REIT, Inc.)
Leasing Restrictions. The Borrower will give notice to the Agent of any proposed new Lease at the Project for the lease of space therein and shall provide to the Agent a copy of the proposed Lease, or any proposed Lease modification or amendment, and any and all agreements or documents related thereto, current financial information for the proposed tenant and any guarantor of the proposed Lease and such other information as the Agent may reasonably request. The Borrower will not lease all or any portion of the Project or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or grant any concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any now existing or future Lease without Without the prior written consent of Lender, Borrower shall not and shall not permit Master Tenant to (i) enter into any non-residential Leases, (ii) modify the Agent not to be unreasonably withheldform of Lease previously approved by Lender, conditioned (iii) modify, amend or delayedterminate any non-residential Lease, (iv) accept any rental payment in advance of its due date or (v) enter into any ground lease of any Project; provided, however, that without the prior written approval of Agent, the Borrower may clauses (i) enter into an Approved Lease; provided further, however, that without the prior written approval of Agent, the Borrower may amend, supplement or otherwise modify any Lease so long as such modifications and (x) do not negatively impact the economic terms of the Lease, or (y) impose any additional obligations on Borrower under the Lease. Notwithstanding anything in this Agreement to the contrary, Borrower may enter into Leases that do not meet part (ivii) of the criteria this Section 4.1(a) shall not apply to subleases of an Approved Lease without the prior written approval of Agent provided that such Leases are consistent with sound leasing and management practices space at a Project for similar propertiesuse as a beauty salon, and such Leases do not barbershop, commissary, concessions or other services in the aggregate involve more ordinary course of business which can be terminated by Borrower or Master Tenant on 30 days' notice without extra fee or penalty and are for a maximum of 500 square feet ("SERVICES SUBLEASES"). Borrower shall provide Lender with a copy of all non-residential Leases, other than 3.64 megawatts of critical load power. If Borrower submits to Agent a written request for approval with respect to a proposed Lease and Agent fails to approve or disapprove any such action within Services Subleases, no less than ten (10) days after Agent receives from Borrower such request together with a copy of the final version prior to execution of such proposed LeaseLeases by Borrower or Master Tenant, and such action Leases shall be deemed approvedon the form of lease previously approved by Lender (if such form lease does not already contain such a provision, provided Borrower and Master Tenant shall add an automatic attornment provision to such form lease whereby in the event of a foreclosure, the tenant automatically shall recognize the successor owner as landlord and such tenant shall have no right to terminate its lease in the event of such foreclosure). If Lender consents to any new non-residential Lease or the modification or renewal of any existing non-residential Lease (or if Borrower or Master Tenant enters into or modifies a non-residential Lease that Agent will only be deemed to have given such approval ifdoes not require Lender's prior consent thereto), and only if, such request includes all of the supporting documentation reasonably necessary for Agent to make a decision regarding such at Lender's request, as determined by Agent, and includes the following in all capital, bolded, block letters on the first page thereof: “THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN TEN (10) DAYS OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.” Borrower shall or shall cause Master Tenant to cause the Tenant thereunder to execute a subordination and attornment agreement in form and substance satisfactory to Lender. Borrower shall and shall cause Master Tenant to provide Agent Lender with a copy of the fully executed original of all Leases non-residential Leases, other than Services Subleases, promptly following their execution. At Agent’s requestBorrower will not enter into, and will not permit Master Tenant to enter into, any residential Leases for a term of more than one (1) year and all such residential Leases shall be at market rates on the form previously approved by Lender without material modification. Upon request from time to time, Borrower shall cause deliver to Lender copies of all Tenants to execute Subordination, Non-Disturbance and Attornment Agreements reasonably satisfactory to Agent. Agent reserves the right to subordinate the Mortgage to any Lease. At Borrower’s request, Agent shall execute Subordination, Non-Disturbance and Attornment Agreements reasonably satisfactory to AgentServices Subleases.
Appears in 1 contract
Leasing Restrictions. The (i) Borrower will give notice shall not enter into any Leases pertaining to the Agent Project without Lender’s prior written consent in its sole discretion; provided, however, Lender shall be deemed to have consented to such Lease if Senior Lender consents to the Lease. Borrower shall provide Lender with a copy of any proposed new Lease at no less than ten (10) Business Days prior to the Project proposed execution date of such Lease. Lender’s approval of any Lease for the lease of space therein Commercial Space shall be predicated upon, among other things: (a) current tenant financial information in sufficient detail to assess the experience and shall provide to the Agent a copy credit worthiness of the proposed Leasetenant, or any proposed Lease modification or amendment, and any and all agreements or documents related thereto, current financial information for the proposed tenant and any guarantor (b) credit worthiness of the proposed tenant, (c) form and content of the Lease, including, among other things, the proposed tenant’s obligation to provide, at least annually, its financial information to Borrower, (d) the proposed tenant’s agreement to enter into an acceptable subordination, non-disturbance and attornment agreement, and (e) a minimum (7) seven year term, without any right to cancel prior to five (5) years; provided, however, Lender shall approve a five (5) year Lease term, but the tenant improvement funding permitted for such Lease shall be reduced proportionately. Except as otherwise consented to by Lender, each Lease must provide for a minimum annual triple net rent per Rentable Square Foot as specified in Exhibit Q at all times throughout the term of the related Lease, and, for purposes of calculating such rent, the total value of free rent, non-standard lease concessions and such other information as tenant improvements in excess of the Agent may reasonably requestbudgeted amount will be amortized at a per annum rate of ten percent (10%) over the full term of the Lease, including any free rent period. The resulting amount will be deducted from the lowest stated rent at any point in the term of the Lease, and that figure must be equal to or greater than the applicable minimum rent as specified in Exhibit Q. Furthermore, Borrower will not lease all or any portion in no event offer more than six (6) months of free rent, tenant improvements in excess of twenty percent (20%) more than the Project or amend, supplement or otherwise modify, terminate or cancelbudgeted amount, or accept the surrender of, or consent other non-standard concessions unacceptable to the assignment Lender. Each Lease must otherwise satisfy the applicable requirements set forth on Exhibit Q (including, without limitation, the amount of leasing commissions that may be paid to Borrower’s representative and the Tenant’s representative), unless Lender otherwise consents in writing, which consent may be granted or subletting of, or grant withheld in Lender’s sole discretion.
(ii) Borrower shall not execute any concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any now existing or future Lease without written acknowledgement of Lease approval by the prior written consent of the Agent Lender, not to be unreasonably withheld, conditioned except that Leases of Office Space proposed to be entered into with third party tenants who are not Affiliates of Borrower or delayed; providedGuarantor covering not more than 1,500 Rentable Square Feet individually, howeverand 8,000 Rentable Square Feet in the aggregate, that and otherwise satisfying the leasing requirements set forth above may be entered into without the prior written approval of Agent, the Borrower may Lender’s consent. Lender shall endeavor to provide (i) enter into an Approved Lease; provided further, however, that without the prior written preliminary approval or disapproval of Agent, the Borrower may amend, supplement or otherwise modify any proposed Lease so long as such modifications within five (x5) do not negatively impact the economic terms Business Days of the Lease, or (y) impose any additional obligations on Borrower under the Lease. Notwithstanding anything in this Agreement to the contrary, Borrower may enter into Leases that do not meet part (iv) receipt of the criteria of an Approved Lease without the prior written approval of Agent provided that such Leases are consistent with sound leasing and management practices all pertinent information needed for similar propertiesapproval, and such Leases do not in the aggregate involve more than 3.64 megawatts (ii) final approval or disapproval of critical load power. If Borrower submits to Agent a written request for approval with respect to a any proposed Lease and Agent fails to approve or disapprove any such action lease transaction within ten (10) days after Agent receives from Borrower such request together with a copy Business Days of the receipt of final version of proposed lease documentation and any other information needed for its decision, and Lender’s failure to approve a Lease within such proposed Lease, such action ten (10) Business Day period shall be deemed approvedits disapproval thereof. Notwithstanding the above, provided that Agent will only be deemed to have given such approval if, and only if, such request includes all of the supporting documentation reasonably necessary for Agent to make a decision regarding such request, as determined by Agent, and includes the following in all capital, bolded, block letters on the first page thereof: “THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN TEN (10) DAYS OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.” Borrower shall provide Agent with a copy of the fully executed original of all Leases promptly following their execution. At Agent’s request, Borrower shall cause all Tenants to execute Subordination, Non-Disturbance and Attornment Agreements reasonably satisfactory to Agent. Agent reserves the right to subordinate the Mortgage if Senior Lender has consented to any Lease. At Borrower, Lender’s requestconsent and approval shall not be required.
(iii) A Lease, Agent shall execute Subordinationwhich has been consented to by the Lender (or as to which Lender’s consent is not required under the terms of clause (ii)), Non-Disturbance and Attornment Agreements reasonably satisfactory to Agent.is hereinafter referred to
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Leasing Restrictions. The (a) With respect to any resident admission agreements, residency agreements, life care contracts or similar agreements with residents or patients of its Individual Property, Borrower will give notice shall lease its Individual Property at market rents and on market terms (based on the type, quality and location of such Individual Property) using Borrower’s standard approved resident agreement and lease form that has been approved by Lender and subject to non-material changes thereto. All Leases shall be bona fide, binding contracts, duly authorized and executed with third-party tenants, residents, and/or occupants unrelated to Borrower, any Recourse Party or any of their Affiliates. All free rent and similar concessions shall be given only at the beginning of the term of the Lease, and there shall be no economic obligations on the landlord under a Lease beyond providing the senior living services contemplated by the form lease that has been approved by Lender (and for which the landlord is separately compensated).
(b) Each Operating Lease (as such term is defined in each Instrument) shall be subject to Lender’s prior approval, which may be granted or denied in Lender’s sole and absolute discretion, and shall meet all regulatory requirements. Borrower shall not, without first obtaining Lender’s prior written consent, (i) amend or modify the Operating Lease with respect to Borrower’s Individual Property in any material respect (which shall include, without limitation, any modification or amendment to the Agent of any proposed new Operating Lease at that reduces the Project for rent payable thereunder, alters the lease of space therein and shall provide to the Agent a copy term of the proposed Operating Lease, increases the landlord’s obligations or decreases the tenant’s obligations under the Operating Lease or any proposed Lease other modification or amendmentamendment deemed material by Lender), and any and all agreements (ii) extend or documents related thereto, current financial information for renew (except in accordance with mandatory actions by the proposed tenant and any guarantor landlord under the existing provisions of the proposed applicable Individual Property Operating Lease, if any) the Operating Lease and such other information as the Agent may reasonably request. The Borrower will not lease all or any portion of the Project or amendwith respect to Borrower’s Individual Property, supplement or otherwise modify, (iii) terminate or cancel, or accept the surrender ofof the Operating Lease with respect to Borrower’s Individual Property, (iv) enter into any new Operating Lease with respect to Borrower’s Individual Property, (v) consent to, or consent to otherwise accept, an assignment of an Operating Lease, which assignment would result in the assignment or subletting oftenant being relieved from any liability under such Operating Lease, or grant (vi) accept any concessions prepayment of rent more than one (1) month in advance, termination fee, or similar payment. Prudential Loan Nos. 706109321 - 706109336 CNL BV Portfolio Amended and Restated Loan Agreement
(c) With respect to or waive the performance of any obligations of any tenantcommercial Lease that is not an Operating Lease, lessee or licensee under, any now existing or future Lease without the prior written consent of the Agent not to be unreasonably withheld, conditioned or delayed; provided, however, that without the prior written approval of Agent, the Borrower may (i) enter into an Approved Lease; provided furthera new commercial Lease (if such new commercial Lease does not give the tenant any rights, howeverwhether in the form of expansion rights, that without the prior written approval rights of Agentfirst refusal to lease or purchase, the or otherwise, relating to property which is not part of such Borrower’s Individual Property and/or would require Borrower may amendand/or Lender to possess or control any property other than such Borrower’s Individual Property to honor such rights and/or would grant such tenant any purchase rights with respect to any portion of such Borrower’s Individual Property), supplement or otherwise modify (ii) terminate any Lease so long as such modifications (x) do not negatively impact the economic terms of the commercial Lease, or (yiii) impose amend any additional obligations on Borrower under such commercial Lease (if such amendment does not give the Lease. Notwithstanding anything in this Agreement to the contrarytenant any rights, Borrower may enter into Leases that do not meet part (iv) of the criteria of an Approved Lease without the prior written approval of Agent provided that such Leases are consistent with sound leasing and management practices for similar properties, and such Leases do not whether in the aggregate involve more form of expansion rights, rights of first refusal to lease or purchase, or otherwise, relating to property which is not part of such Borrower’s Individual Property and/or would require Borrower and/or Lender to possess or control any property other than 3.64 megawatts of critical load power. If Borrower submits such Borrower’s Individual Property to Agent a written request for approval honor such rights and/or would grant such tenant any purchase rights with respect to a proposed Lease and Agent fails to approve or disapprove any such action within ten (10) days after Agent receives from Borrower such request together with a copy of the final version portion of such proposed Lease, such action shall be deemed approvedBorrower’s Individual Property), provided that Agent will all decisions made and all actions taken by Borrower pursuant to clauses (i), (ii) and (iii) above (A) represent prudent business practices for the benefit of such Borrower’s Individual Property, (B) are on market terms and rents (based on the type, quality and location of such Individual Property), and (C) are bona fide, binding contracts, duly authorized and executed with third-party tenants unrelated to Borrower, any Recourse Party or any of their Affiliates. All free rent and similar concessions under any commercial Lease shall be given only at the beginning of the term of the commercial Lease, there shall be no step down or other decrease in base rent payable over the term of the applicable commercial Lease, there shall be no increase in the landlord’s obligations to pay operating expenses, taxes or insurance or change in the base year, and there shall be no economic obligations on the landlord under a commercial Lease beyond maintaining such Borrower’s Individual Property. Any allowance for tenant improvements shall only be deemed to have given such approval if, and only if, such request includes all at the beginning of the supporting documentation reasonably necessary for Agent to make a decision regarding such request, as determined by Agent, and includes the following in all capital, bolded, block letters on the first page thereof: “THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN TEN (10) DAYS OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.” Borrower shall provide Agent with a copy term of the fully executed original commercial Lease.
(d) No portion of all Leases promptly following their execution. At AgentBorrower’s request, Borrower Individual Property shall cause all Tenants to execute Subordination, Non-Disturbance and Attornment Agreements reasonably satisfactory to Agent. Agent reserves the right to subordinate the Mortgage (1) be leased to any Lease. At Borrower’s request, Agent shall execute Subordination, Non-Disturbance and Attornment Agreements reasonably satisfactory to Agentparty or entity that uses dry cleaning solvents on such Individual Property or (2) permit the use or storage of Hazardous Materials in excess of limits allowed by applicable Laws.
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Leasing Restrictions. The (i) Borrower will give notice shall not enter into any Leases pertaining to the Agent Project without Lender's prior written consent in its sole discretion. Borrower shall provide Lender with a copy of any proposed new Lease at no less than ten (10) Business Days prior to the Project proposed execution date of such Lease. Lender's approval of any Lease for the lease of space therein Commercial Space shall be predicated upon, among other things: (a) current tenant financial information in sufficient detail to assess the experience and shall provide to the Agent a copy credit worthiness of the proposed Leasetenant, or any proposed Lease modification or amendment, and any and all agreements or documents related thereto, current financial information for the proposed tenant and any guarantor (b) credit worthiness of the proposed Lease tenant, (c) form and such other information as the Agent may reasonably request. The Borrower will not lease all or any portion content of the Project or amendLease, supplement or otherwise modifyincluding, terminate or cancelamong other things, or accept the surrender ofproposed tenant's obligation to provide, or consent at least annually, its financial information to Borrower, (d) the assignment or subletting ofproposed tenant's agreement to enter into an acceptable subordination, or grant non-disturbance and attornment agreement, and (e) a minimum (7) seven year term, without any concessions right to or waive the performance of any obligations of any tenant, lessee or licensee under, any now existing or future Lease without the cancel prior written consent of the Agent not to be unreasonably withheld, conditioned or delayedfive (5) years; provided, however, that without Lender shall approve a five (5) year Lease term, but the prior written approval tenant improvement funding permitted for such Lease shall be reduced proportionately. Except as otherwise consented to by Lender, each Lease must provide for a minimum annual triple net rent per Rentable Square Foot as specified in Exhibit Q at all times throughout the term of Agentthe related Lease, and, for purposes of calculating such rent, the Borrower may total value of free rent, non- standard lease concessions and tenant improvements in excess of the budgeted amount will be amortized at a per annum rate of ten percent (i10%) enter into an Approved Lease; provided further, however, that without over the prior written approval of Agent, the Borrower may amend, supplement or otherwise modify any Lease so long as such modifications (x) do not negatively impact the economic terms full term of the Lease, including any free rent period. The resulting amount will be deducted from the lowest stated rent at any point in the term of the Lease, and that figure must be equal to or greater than the applicable minimum rent as specified in Exhibit Q. Furthermore, Borrower will in no event offer more than six (y6) impose months of free rent, tenant improvements in excess of twenty percent (20%) more than the budgeted amount, or other non-standard concessions unacceptable to the Lender. Each Lease must otherwise satisfy the applicable requirements set forth on Exhibit Q (including, without limitation, the amount of leasing commissions that may be paid to Borrower's representative and the Tenant's representative), unless Lender otherwise consents in writing, which consent may be granted or withheld in Lender's sole discretion.
(ii) Borrower shall not execute any additional obligations on Borrower Lease without written acknowledgement of Lease approval by the Lender, except that Leases of Office Space proposed to be entered into with third party tenants who are not Affiliates of Borrower, any Pledgor or any Guarantor covering not more than 1,500 Rentable Square Feet individually, and 8,000 Rentable Square Feet in the aggregate, and otherwise satisfying the leasing requirements set forth above may be entered into without Lender's consent. Lender shall endeavor to provide (i) preliminary approval or disapproval of any proposed Lease within five (5) Business Days of the receipt of all pertinent information needed for approval, and (ii) final approval or disapproval of any proposed lease transaction within ten (10) Business Days of the receipt of final proposed lease documentation and any other information needed for its decision, and Lender's failure to approve a Lease within such ten (10) Business Day period shall be deemed its disapproval thereof.
(iii) A Lease, which has been consented to by the Lender (or as to which Lender's consent is not required under the terms of clause (ii)), is hereinafter referred to as an "Approved Lease." Approval of a Lease shall not create a presumption that the Loan is In Balance as the result of excess tenant improvements or leasing commissions as set forth in Section 12.8 hereof. Notwithstanding anything To the extent that the Loan is not In Balance due to tenant improvements or leasing commissions in this Agreement excess of the amount allowed pursuant to the contrarySection 12.8, Borrower may enter into Leases that do not meet part (iv) of the criteria of an Approved Lease without the prior written approval of Agent provided that such Leases are consistent with sound leasing and management practices for similar properties, and such Leases do not in the aggregate involve more than 3.64 megawatts of critical load power. If Borrower submits to Agent a written request for approval with respect to a proposed Lease and Agent fails to approve or disapprove any such action shall deposit additional equity within ten (10) days after Agent receives from Borrower such request together with a copy following the execution of the final version Lease. An Approved Lease shall not be amended or modified (in any material respect) or terminated without the Lender's prior written consent.
(iv) Borrower shall not accept any rental payment under any Approved Lease in advance of such proposed Leaseits due date, such action shall be deemed approved, provided that Agent will only be deemed to have given such approval if, and only if, such request includes all other than acceptance of a prepayment of the supporting documentation reasonably necessary for Agent to make a decision regarding such request, as determined by Agent, and includes first month's rent upon the following in all capital, bolded, block letters on the first page thereof: “THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN TEN (10) DAYS OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUESTexecution of an Approved Lease.” Borrower shall provide Agent with a copy of the fully executed original of all Leases promptly following their execution. At Agent’s request, Borrower shall cause all Tenants to execute Subordination, Non-Disturbance and Attornment Agreements reasonably satisfactory to Agent. Agent reserves the right to subordinate the Mortgage to any Lease. At Borrower’s request, Agent shall execute Subordination, Non-Disturbance and Attornment Agreements reasonably satisfactory to Agent.
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Sources: Construction Loan Agreement (Stratus Properties Inc)
Leasing Restrictions. The (a) With respect to any Lease with a Major Tenant (a “Major Tenant Lease”), Borrower will give notice shall not, without first obtaining Lender’s prior written consent, (i) amend or modify, in any material respect (which shall be deemed to include any amendment or modification changing the Agent rent payable by such Major Tenant, the space leased by such Major Tenant, the term of such Major Tenant Lease, reduce any proposed new Lease at payments or reimbursements by such Major Tenant, increase the Project for payments, reimbursements or other obligations on the lease of space therein and shall provide to the Agent a copy part of the proposed landlord under such Major Tenant Lease or any other amendment or modification deemed material by Lender, in Lender’s discretion exercised in good faith), any Major Tenant Lease, (ii) extend or any proposed Lease modification renew (except in accordance with mandatory actions by the lessor or amendment, options granted to and any and all agreements or documents related thereto, current financial information for exercised by the proposed tenant and any guarantor Major Tenant without requiring the consent of the proposed landlord under such Major Tenant Lease and such other information as under the Agent may reasonably request. The Borrower will not lease all or existing Major Tenant Lease provisions, if any) any portion of the Project or amendMajor Tenant Lease, supplement or otherwise modify, (iii) terminate or cancel, or accept the surrender ofof any Major Tenant Lease, (iv) enter into any new Major Tenant Lease, (v) consent to, or consent to otherwise accept, an assignment of a Major Tenant Lease, which assignment would result in the assignment or subletting ofMajor Tenant being relieved from any liability under such Major Tenant Lease, or grant (vi) accept any concessions (A) prepayment of rent more than one (1) month in advance, (B) termination fee, or (C) similar payment.
(b) With respect to or waive the performance of any obligations of any tenantLease that is not a Major Tenant Lease, lessee or licensee under, any now existing or future Lease without the prior written consent of the Agent not to be unreasonably withheld, conditioned or delayed; provided, however, that without the prior written approval of Agent, the Borrower may (i) enter into an Approved a new Lease (if such new Lease does not give the Tenant any rights, whether in the form of expansion rights, rights of first refusal to lease or purchase, or otherwise, relating to property which is not part of Borrower’s Individual Property and/or would require Borrower and/or Lender to possess or control any property other than Borrower’s Individual Property to honor such rights and/or would grant such Tenant any purchase rights with respect to any portion of Borrower’s Individual Property), (ii) terminate any such Lease; , or (iii) amend any such Lease (if such amendment does not give the Tenant any rights, whether in Prudential Loan Nos. 706109200, 706109202-203 & 706109205-206 CNL MOB Portfolio Loan Agreement the form of expansion rights, rights of first refusal to lease or purchase, or otherwise, relating to property which is not part of Borrower’s Individual Property and/or would require Borrower and/or Lender to possess or control any property other than Borrower’s Individual Property to honor such rights and/or would grant such Tenant any purchase rights with respect to any portion of Borrower’s Individual Property), provided furtherthat all decisions made and all actions taken by Borrower pursuant to clauses (i), however(ii) and (iii) above (A) represent prudent business practices for the benefit of Borrower’s Individual Property, that without (B) are on market terms and rents (based on the prior written approval type, quality and location of Agentsuch Individual Property), and (C) are bona fide, binding contracts, duly authorized and executed with third-party Tenants unrelated to Borrower, any guarantor or indemnitor of the Borrower may amend, supplement Loan or otherwise modify any Lease so long as such modifications (x) do not negatively impact of their affiliates. All free rent and similar concessions shall be given only at the economic terms beginning of the term of the Lease, there shall be no step down or (y) impose any additional other decrease in base rent payable over the term of the applicable Lease, there shall be no increase in the landlord’s obligations to pay operating expenses, taxes or insurance or change in the base year, and there shall be no economic obligations on Borrower the landlord under a Lease beyond maintaining the Individual Property. Any allowance for Tenant improvements shall only be given at the beginning of the term of the Lease. Notwithstanding anything in this Agreement .
(c) No portion of Borrower’s Individual Property shall be leased to the contrary, Borrower may enter into Leases any party or entity that do not meet part (iv) of the criteria of an Approved Lease without the prior written approval of Agent provided that uses dry cleaning solvents on such Leases are consistent with sound leasing and management practices for similar propertiesIndividual Property, and such Leases do not in no Lease shall permit the aggregate involve more than 3.64 megawatts use or storage of critical load power. If Borrower submits to Agent a written request for approval with respect to a proposed Lease and Agent fails to approve or disapprove Hazardous Materials on any such action within ten (10) days after Agent receives from Borrower such request together with a copy portion of the final version of such proposed Lease, such action shall be deemed approved, provided that Agent will only be deemed to have given such approval if, and only if, such request includes all of the supporting documentation reasonably necessary for Agent to make a decision regarding such request, as determined by Agent, and includes the following in all capital, bolded, block letters on the first page thereof: “THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN TEN (10) DAYS OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.” Borrower shall provide Agent with a copy of the fully executed original of all Leases promptly following their execution. At Agent’s request, Borrower shall cause all Tenants to execute Subordination, Non-Disturbance and Attornment Agreements reasonably satisfactory to Agent. Agent reserves the right to subordinate the Mortgage to any Lease. At Borrower’s request, Agent shall execute Subordination, Non-Disturbance and Attornment Agreements reasonably satisfactory to AgentIndividual Property in excess of limits allowed by applicable Laws.
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Leasing Restrictions. The (a) With respect to any resident admission agreements, residency agreements, life care contracts or similar agreements with residents or patients of its Individual Property, Borrower will give notice shall lease its Individual Property at market rents and on market terms (based on the type, quality and location of such Individual Property) using Borrower’s standard approved resident agreement and lease form that has been approved by Lender and subject to non-material changes thereto. All Leases shall be bona fide, binding contracts, duly authorized and executed with third-party tenants, residents, and/or occupants unrelated to Borrower, any Recourse Party or any of their Affiliates. All free rent and similar concessions shall be given only at the beginning of the term of the Lease, and there shall be no economic obligations on the landlord under a Lease beyond providing the senior living services contemplated by the form lease that has been approved by Lender (and for which the landlord is separately compensated).
(b) Each Operating Lease (as such term is defined in each Instrument) shall be subject to Lender’s prior approval, which may be granted or denied in Lender’s sole and absolute discretion, and shall meet all regulatory requirements. Borrower shall not, without first obtaining Lender’s prior written consent, (i) amend or modify the Operating Lease with respect to Borrower’s Individual Property in any material respect (which shall include, without limitation, any modification or amendment to the Agent of any proposed new Operating Lease at that reduces the Project for rent payable thereunder, alters the lease of space therein and shall provide to the Agent a copy term of the proposed Operating Lease, increases the landlord’s obligations or decreases the tenant’s obligations under the Operating Lease or any proposed Lease other modification or amendmentamendment deemed material by Lender), and any and all agreements (ii) extend or documents related thereto, current financial information for renew (except in accordance with mandatory actions by the proposed tenant and any guarantor landlord under the existing provisions of the proposed applicable Individual Property Operating Lease, if any) the Operating Lease and such other information as the Agent may reasonably request. The Borrower will not lease all or any portion of the Project or amendwith respect to Borrower’s Individual Property, supplement or otherwise modify, (iii) terminate or cancel, or accept the surrender ofof the Operating Lease with respect to Borrower’s Individual Property, (iv) enter into any new Operating Lease with respect to Borrower’s Individual Property, (v) consent to, or consent to otherwise accept, an assignment of an Operating Lease, which assignment would result in the assignment or subletting oftenant being relieved from any liability under such Operating Lease, or grant (vi) accept any concessions prepayment of rent more than one (1) month in advance, termination fee, or similar payment.
(c) With respect to or waive the performance of any obligations of any tenantcommercial Lease that is not an Operating Lease, lessee or licensee under, any now existing or future Lease without the prior written consent of the Agent not to be unreasonably withheld, conditioned or delayed; provided, however, that without the prior written approval of Agent, the Borrower may (i) enter into an Approved Lease; provided furthera new commercial Lease (if such new commercial Lease does not give the tenant any rights, howeverwhether in the form of expansion rights, that without the prior written approval rights of Agentfirst refusal to lease or purchase, the or otherwise, relating to property which is not part of such Borrower’s Individual Property and/or would require Borrower may amendand/or Lender to possess or control any property other than such Borrower’s Individual Property to honor such rights and/or would grant such tenant any purchase rights with respect to any portion of such Borrower’s Individual Property), supplement or otherwise modify (ii) terminate any Lease so long as such modifications (x) do not negatively impact the economic terms of the commercial Lease, or (yiii) impose amend any additional obligations on Borrower under such commercial Lease (if such amendment does not give the Lease. Notwithstanding anything in this Agreement to the contrarytenant any rights, Borrower may enter into Leases that do not meet part (iv) of the criteria of an Approved Lease without the prior written approval of Agent provided that such Leases are consistent with sound leasing and management practices for similar properties, and such Leases do not whether in the aggregate involve more form of expansion rights, rights of first refusal to lease or purchase, or otherwise, relating to property which is not part of such Borrower’s Individual Property and/or would require Borrower and/or Lender to possess or control any property other than 3.64 megawatts of critical load power. If Borrower submits such Borrower’s Individual Property to Agent a written request for approval honor such rights and/or would grant such tenant any purchase rights with respect to a proposed Lease and Agent fails to approve or disapprove any such action within ten (10) days after Agent receives from Borrower such request together with a copy of the final version portion of such proposed Lease, such action shall be deemed approvedBorrower’s Individual Property), provided that Agent will all decisions made and all actions taken by Borrower pursuant to clauses (i), (ii) and (iii) above (A) represent prudent business practices for the benefit of such Borrower’s Individual Property, (B) are on market terms and rents (based on the type, quality and location of such Individual Property), and (C) are bona fide, binding contracts, duly authorized and executed with third-party tenants unrelated to Borrower, any Recourse Party or any of their affiliates. All free rent and similar concessions under any commercial Lease shall be given only at the beginning of the term of the commercial Lease, there shall be no step down or other decrease in base rent payable over the term of the applicable commercial Lease, there shall be no increase in the landlord’s obligations to pay operating expenses, taxes or insurance or change in the base year, and there shall be no economic obligations on the landlord under a commercial Lease beyond maintaining such Borrower’s Individual Property. Any allowance for tenant improvements shall only be deemed to have given such approval if, and only if, such request includes all at the beginning of the supporting documentation reasonably necessary for Agent to make a decision regarding such request, as determined by Agent, and includes the following in all capital, bolded, block letters on the first page thereof: “THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN TEN (10) DAYS OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.” Borrower shall provide Agent with a copy term of the fully executed original commercial Lease.
(d) No portion of all Leases promptly following their execution. At AgentBorrower’s request, Borrower Individual Property shall cause all Tenants to execute Subordination, Non-Disturbance and Attornment Agreements reasonably satisfactory to Agent. Agent reserves the right to subordinate the Mortgage (1) be leased to any Lease. At Borrower’s requestparty or entity that uses dry cleaning solvents on such Individual Property or (2) permit the use or storage of hazardous substances in excess of limits allowed by applicable law, Agent shall execute Subordination, Non-Disturbance and Attornment Agreements reasonably satisfactory to Agentrule or regulation.
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Leasing Restrictions. (i) The Borrower will give notice to the Agent hereby expressly acknowledges and agrees that all Leases, and all amendments, modifications, renewals, and extensions of any proposed new Lease at Lease, in each case, entered into after the Project for Closing Date, must satisfy the lease of space therein and shall provide Leasing Requirements applicable to such Leases. Without limiting the Agent a copy generality of the proposed foregoing, the Borrower shall not enter into any Major Commercial Lease, or any proposed Lease modification amendment, modification, renewal, or amendmentextension of any Major Commercial Lease, without in each case obtaining the prior express written approval thereof from the Administrative Agent. All Leases, and any modifications, renewals and all agreements or documents related theretoextensions of such Leases, current financial information for that meet the proposed tenant Leasing Requirements and any guarantor that are not Major Commercial Leases may be executed by the Borrower without obtaining the prior express written consent of the proposed Administrative Agent.
(ii) Upon the Administrative Agent’s reasonable determination that the Administrative Agent requires a copy of any Lease and or any amendment, modification, renewal, or extension thereof, the Borrower agrees to deliver a fully-executed copy of such other information as Lease, or such amendment, modification, renewal, or extension thereof, promptly upon the Agent may reasonably request. written request of the Administrative Agent.
(iii) The Borrower will not lease all or any portion shall not, without the prior express written consent of the Project Administrative Agent: (a) execute an assignment or amendpledge of any Rents and/or any Leases (other than the Assignment of Leases); or (b) accept any prepayment of any installment of any Rents more than one (1) month before the due date of such installment, supplement and in any event no more than one (1) month in advance of the then current month.
(iv) The Borrower, at its sole cost and expense, shall: (a) at all times promptly and faithfully abide by, discharge, and perform all covenants, conditions, and agreements contained in all Leases, on the part of the landlord thereunder to be kept and performed in all material respects; (b) enforce or otherwise modifysecure the performance of all covenants, terminate or conditions, and agreements of the Leases on the part of the tenants to be kept and performed, (c) not cancel, terminate, or accept the surrender of, or consent to the assignment or subletting of, or grant any concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any now existing or future Lease without the prior express written consent of the Agent not to be unreasonably withheldAdministrative Agent; (d) appear in and defend any action or proceeding arising under, conditioned growing out of, or delayedin any manner connected with any of the Leases or any of the obligations, duties, or liabilities of landlord or of the tenants thereunder; provided(e) during the continuance of any Event of Default, however, that without upon written request of the prior written approval of Administrative Agent, transfer and assign to the Borrower may (i) enter into an Approved Lease; provided further, however, that without the prior written approval of Administrative Agent, the Borrower may amend, supplement or otherwise modify any Lease so long as such modifications (x) do not negatively impact the economic terms of the Leaseor Leases heretofore or hereafter entered into, or (y) impose any additional obligations on Borrower under the Lease. Notwithstanding anything in this Agreement and make, execute, and deliver to the contraryAdministrative Agent upon demand, Borrower may enter into Leases that do not meet part any and all instruments required to effectuate said assignment; (ivf) of furnish the criteria of an Approved Lease without the prior written approval of Agent provided that such Leases are consistent with sound leasing and management practices for similar propertiesAdministrative Agent, and such Leases do not in the aggregate involve more than 3.64 megawatts of critical load power. If Borrower submits to Agent a written request for approval with respect to a proposed Lease and Agent fails to approve or disapprove any such action within ten (10) days after a request by the Administrative Agent receives so to do, a written statement containing the names of all tenants and the terms of all Leases, including the spaces occupied and the rentals payable thereunder; and (g) exercise, within five (5) days of any demand therefor by the Administrative Agent, any right to request from Borrower the tenant under any Lease an estoppel certificate with respect to the status of such request together with a copy Lease. [LOAN AGREEMENT] Voya Loan No. 30325
(v) Nothing in this Agreement or in any of the final version other Loan Documents shall be construed to obligate the Administrative Agent, expressly or by implication, to perform any of the covenants of the Borrower as landlord under any of the Leases assigned to the Administrative Agent, or to pay any sum of money or damages therein provided to be paid by the landlord, each and all of which covenants and payments the Borrower hereby covenants and agrees to perform and pay.
(vi) Unless approved by the Administrative Agent in writing, the Borrower shall not permit any Lease or any part thereof to become subordinate to any Lien other than (a) the Lien of the Collateral Documents hereof and liens in favor of the Administrative Agent, (b) ad valorem tax liens, (c) liens securing payment of owners’ association assessments, and (d) any pledge by a tenant under its Lease to its franchisor.
(vii) The Borrower shall not (a) conduct directly any on-site dry cleaning operations on any portion of the Mortgaged Premises, (b) enter into any new Lease or amend or modify any existing Lease that would permit any tenant to commence any on-site dry cleaning operations on any portion of the Mortgaged Premises that are not currently being conducted as of the Closing Date, and (c) permit any tenant to conduct any on-site dry cleaning operations on any portion of the Mortgaged Premises that (1) are not currently permitted under or pursuant to the provisions of the tenant’s existing Lease or (2) are in violation of any applicable Law or governmental regulation. Any tenant which is currently operating an on-site dry cleaning operation on any portion of the Mortgaged Premises pursuant to a right contained in its existing Lease may continue to do so, but only to the extent permitted in such proposed Lease, Lease and only so long as such action operation is conducted in accordance with the requirements of applicable Law and governmental regulation. Nothing in this Section 3.6(vii) shall be deemed approvedto be a consent or approval by the Administrative Agent or by any of the Lenders of any environmental condition at the Mortgaged Premises that may have been caused by the operation of any on-site dry cleaning operation, or as a waiver by the Administrative Agent or any of the Lenders, in each case, of any of its rights under Article V hereof or under the Environmental Indemnity.
(viii) In the event of the enforcement by the Administrative Agent of the remedies provided for by Law or by this Agreement or any of the other Loan Documents, the lessee under each Lease of the Mortgaged Premises shall, at the option of the Administrative Agent, attorn to any person succeeding to the interest of the Borrower as a result of such enforcement and shall recognize such successor in interest as landlord under such Lease without change in the terms or other provisions thereof; provided, however, that said successor in interest shall not be bound by any payment of rent or additional rent for more than one (1) month in advance or any amendment or modification to any Lease made without the prior express written consent of the Administrative Agent or said successor in interest. Each such lessee, upon request by said successor in interest, shall execute and deliver an instrument or instruments confirming such attornment.
(ix) The Administrative Agent shall have the option to declare the Loan in default upon the occurrence of a default of the Borrower, as landlord, under any Lease for the Mortgaged Premises, unless such default is cured by the Borrower pursuant to the terms of the Lease and within any applicable grace, notice, or cure period contained therein, or unless such default would not permit the tenant to terminate the Lease.
(x) Without in any way limiting the requirement of the prior express written approval of the Administrative Agent hereunder, any sums received by the Borrower in consideration of any termination (or release or discharge of any tenant or any guarantor of any tenant) of any Lease within the [LOAN AGREEMENT] Voya Loan No. 30325 Mortgaged Premises shall be deposited with and held by the Administrative Agent and, provided that no Event of Default exists, shall be made available to the Borrower for the payment of tenant improvement costs and leasing commissions to re-let the applicable vacated space and any such sums received by the Borrower shall be held in trust by the Administrative Agent will only be deemed for such purpose. Any such amounts which are not used to have given pay tenant improvement costs and leasing commissions in connection with the re-letting of such approval ifspace within a reasonable period of time after the receipt thereof may, and only if, such request includes all in the sole discretion of the supporting documentation reasonably necessary for Agent to make a decision regarding such request, as determined by Administrative Agent, and includes be applied by the following in all capitalAdministrative Agent, boldedwithout the payment of any otherwise applicable Prepayment Premium (provided no Event of Default then exists), block letters on to reduce the first page thereof: “THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN TEN (10) DAYS OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.” Borrower shall provide Agent with a copy then outstanding principal amount of the fully executed original of all Leases promptly following their execution. At Agent’s request, Borrower shall cause all Tenants to execute Subordination, Non-Disturbance and Attornment Agreements reasonably satisfactory to Agent. Agent reserves the right to subordinate the Mortgage to any Lease. At Borrower’s request, Agent shall execute Subordination, Non-Disturbance and Attornment Agreements reasonably satisfactory to AgentIndebtedness.
Appears in 1 contract
Leasing Restrictions. The Neither Borrower will give notice to nor Lessee shall, without the Agent prior, written consent of Lender, (i) amend or modify the Primary Lease or any proposed new other Lease, (ii) extend or renew the Primary Lease at or any other Lease (except in accordance with the Project for existing Lease provisions, if any, or in the lease of space therein and shall provide to the Agent a copy case of the proposed Primary Lease, or any proposed Lease modification or amendment, and any and all agreements or documents related thereto, current financial information for the proposed tenant and any guarantor provisions of Section 8 of the proposed Lease and such other information as the Agent may reasonably request. The Borrower will not lease all or any portion of the Project or amendLoan Agreement), supplement or otherwise modify, (iii) terminate or cancel, or accept the surrender ofof the Primary Lease or any other Lease (other than a termination of a Primary Lease on account of a material default by Lessee where Borrower timely cures any resulting default under the Loan Documents and enters into a replacement lease in accordance with the provisions of Section 8 of the Loan Agreement), (iv) enter into any new Primary Lease (other than in accordance with Section 8 of the Loan Agreement) or any other Lease, (v) grant any consent or approval required under the Primary Lease or any other Lease that is inconsistent with the terms of the Loan Documents, or consent to the assignment or subletting of(vi) accept any prepayment of rent, termination fee, or grant any concessions to or waive the performance of similar payment under any obligations of any tenant, lessee or licensee under, any now existing or future Lease without the prior written consent of the Agent not to be unreasonably withheld, conditioned or delayedLease; provided, however, that without so long as the prior written approval of Agentaggregate Debt Service Coverage Ratio for all Hotel Properties is at least 1.50, the following provisions shall apply with respect to Leases of restaurant, gift shop, and other commercial spaces and Leases of rooftop space for antennas, relay stations, or other customary purposes:
(a) Without Lender's consent or approval, Borrower or Lessee may enter into new Leases on an arms-length basis, with tenants or subtenants whose businesses and operations are consistent with the class and character of the Property, as determined by Borrower or Lessee in its reasonable judgment, provided each such Lease shall meet the following requirements: (i) enter such Lease shall provide for payment of rent and all other amounts as Borrower or Lessee shall determine, in the exercise of its reasonable judgment, to be in the best interest of the Property taken as a whole (taking into an Approved Lease; provided further, however, that without account the prior written approval type and quality of Agentthe tenant, the Borrower may amendnature of its business, supplement or otherwise modify any Lease so long as such modifications (x) do not negatively impact the economic terms length of tenancy and the location and configuration of the space so rented) as of the date such Lease is executed; (ii) such Lease shall have a term that is reasonable in relation to the type of Lease, or (y) impose any additional obligations on Borrower under the Lease. Notwithstanding anything in this Agreement to the contrary, Borrower may enter into Leases that do but not meet part (iv) of the criteria of an Approved Lease without the prior written approval of Agent provided that such Leases are consistent with sound leasing and management practices for similar properties, and such Leases do not in the aggregate involve more than 3.64 megawatts (A) a total of critical load power. If Borrower submits to Agent a written request for approval with respect to a proposed Lease and Agent fails to approve or disapprove any such action within ten (10) days after Agent receives from Borrower such request together years (including renewal options) with respect to space leases and (B) a copy total of 25 years (including renewal options) with respect to rooftop leases (it being agreed that a Lease with one or more cancellation options on the part of the final version of such proposed Lease, such action landlord that may be exercised without a substantial penalty or termination payment shall be deemed approved, provided that Agent will only be deemed to have given such approval if, and only if, such request includes all of the supporting documentation reasonably necessary for Agent to make a decision regarding such request, as determined by Agent, and includes the following in all capital, bolded, block letters term that ends on the first page thereof: “THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN TEN date the earliest such cancellation option may be exercised); (10iii) DAYS OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.” Borrower no such Lease shall provide Agent with a copy of require alterations to the fully executed original of all Leases promptly following their execution. At Agent’s request, Borrower shall cause all Tenants Property that are not permitted to execute Subordination, Non-Disturbance and Attornment Agreements reasonably satisfactory to Agent. Agent reserves the right to subordinate the Mortgage to any Lease. At Borrower’s request, Agent shall execute Subordination, Non-Disturbance and Attornment Agreements reasonably satisfactory to Agent.be
Appears in 1 contract
Sources: Mortgage, Security Agreement and Fixture Filing (Felcor Lodging Trust Inc)
Leasing Restrictions. The (a) With respect to any resident admission agreements, residency agreements, life care contracts or similar agreements with residents or patients of its Individual Property, Borrower will give notice shall lease its Individual Property at market rents and on market terms (based on the type, quality and location of such Individual Property) using Borrower’s standard approved resident agreement and lease form that has been approved by Lender and subject to non-material changes thereto. All Leases shall be bona fide, binding contracts, duly authorized and executed with third-party tenants, residents, and/or occupants unrelated to Borrower, any Recourse Party or any of their Affiliates. All free rent and similar concessions shall be given only at the beginning of the term of the Lease, and there shall be no economic obligations on the landlord under a Lease beyond providing the senior living services contemplated by the form lease that has been approved by Lender (and for which the landlord is separately compensated). Prudential Loan Nos. 706109321 - 706109336 and 706109394 CNL BV Portfolio Second Amended and Restated Loan Agreement
(b) Each Operating Lease (as such term is defined in each Instrument) shall be subject to Lender’s prior approval, which may be granted or denied in Lender’s sole and absolute discretion, and shall meet all regulatory requirements. Borrower shall not, without first obtaining Lender’s prior written consent, (i) amend or modify the Operating Lease with respect to Borrower’s Individual Property in any material respect (which shall include, without limitation, any modification or amendment to the Agent of any proposed new Operating Lease at that reduces the Project for rent payable thereunder, alters the lease of space therein and shall provide to the Agent a copy term of the proposed Operating Lease, increases the landlord’s obligations or decreases the tenant’s obligations under the Operating Lease or any proposed Lease other modification or amendmentamendment deemed material by Lender), and any and all agreements (ii) extend or documents related thereto, current financial information for renew (except in accordance with mandatory actions by the proposed tenant and any guarantor landlord under the existing provisions of the proposed applicable Individual Property Operating Lease, if any) the Operating Lease and such other information as the Agent may reasonably request. The Borrower will not lease all or any portion of the Project or amendwith respect to Borrower’s Individual Property, supplement or otherwise modify, (iii) terminate or cancel, or accept the surrender ofof the Operating Lease with respect to Borrower’s Individual Property, (iv) enter into any new Operating Lease with respect to Borrower’s Individual Property, (v) consent to, or consent to otherwise accept, an assignment of an Operating Lease, which assignment would result in the assignment or subletting oftenant being relieved from any liability under such Operating Lease, or grant (vi) accept any concessions prepayment of rent more than one (1) month in advance, termination fee, or similar payment.
(c) With respect to or waive the performance of any obligations of any tenantcommercial Lease that is not an Operating Lease, lessee or licensee under, any now existing or future Lease without the prior written consent of the Agent not to be unreasonably withheld, conditioned or delayed; provided, however, that without the prior written approval of Agent, the Borrower may (i) enter into an Approved Lease; provided furthera new commercial Lease (if such new commercial Lease does not give the tenant any rights, howeverwhether in the form of expansion rights, that without the prior written approval rights of Agentfirst refusal to lease or purchase, the or otherwise, relating to property which is not part of such Borrower’s Individual Property and/or would require Borrower may amendand/or Lender to possess or control any property other than such Borrower’s Individual Property to honor such rights and/or would grant such tenant any purchase rights with respect to any portion of such Borrower’s Individual Property), supplement or otherwise modify (ii) terminate any Lease so long as such modifications (x) do not negatively impact the economic terms of the commercial Lease, or (yiii) impose amend any additional obligations on Borrower under such commercial Lease (if such amendment does not give the Lease. Notwithstanding anything in this Agreement to the contrarytenant any rights, Borrower may enter into Leases that do not meet part (iv) of the criteria of an Approved Lease without the prior written approval of Agent provided that such Leases are consistent with sound leasing and management practices for similar properties, and such Leases do not whether in the aggregate involve more form of expansion rights, rights of first refusal to lease or purchase, or otherwise, relating to property which is not part of such Borrower’s Individual Property and/or would require Borrower and/or Lender to possess or control any property other than 3.64 megawatts of critical load power. If Borrower submits such Borrower’s Individual Property to Agent a written request for approval honor such rights and/or would grant such tenant any purchase rights with respect to a proposed Lease and Agent fails to approve or disapprove any such action within ten (10) days after Agent receives from Borrower such request together with a copy of the final version portion of such proposed Lease, such action shall be deemed approvedBorrower’s Individual Property), provided that Agent will all decisions made and all actions taken by Borrower pursuant to clauses (i), (ii) and (iii) above (A) represent prudent business practices for the benefit of such Borrower’s Individual Property, (B) are on market terms and rents (based on the type, quality and location of such Individual Property), and (C) are bona fide, binding contracts, duly authorized and executed with third-party tenants unrelated to Borrower, any Recourse Party or any of their Affiliates. All free rent and similar concessions under any commercial Lease shall be given only at the beginning of the term of the commercial Lease, there shall be no step down or other decrease in base rent payable over the term of the applicable commercial Lease, there shall be no increase in the landlord’s obligations to pay operating expenses, taxes or insurance or change in the base year, and there shall be no economic obligations on the landlord under a commercial Lease beyond maintaining such Borrower’s Individual Property. Any allowance for tenant improvements shall only be deemed to have given such approval if, and only if, such request includes all at the beginning of the supporting documentation reasonably necessary for Agent to make a decision regarding such request, as determined by Agent, and includes the following in all capital, bolded, block letters on the first page thereof: “THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN TEN (10) DAYS OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.” Borrower shall provide Agent with a copy term of the fully executed original commercial Lease.
(d) No portion of all Leases promptly following their execution. At AgentBorrower’s request, Borrower Individual Property shall cause all Tenants to execute Subordination, Non-Disturbance and Attornment Agreements reasonably satisfactory to Agent. Agent reserves the right to subordinate the Mortgage (1) be leased to any Lease. At Borrower’s request, Agent shall execute Subordination, Non-Disturbance and Attornment Agreements reasonably satisfactory to Agentparty or entity that uses dry cleaning solvents on such Individual Property or (2) permit the use or storage of Hazardous Materials in excess of limits allowed by applicable Laws.
Appears in 1 contract
Leasing Restrictions. The (i) Borrower will give notice shall not enter into any Leases pertaining to the Agent Project without Lender’s prior written approval in its sole discretion. Borrower shall provide Lender with a copy of any proposed new Lease at no less than ten (10) days prior to the Project proposed execution date of such Lease. Lender’s approval of any Lease for the lease of space therein Commercial Space shall be predicated upon, among other things: (A) current tenant financial information in sufficient detail to assess the experience and shall provide to the Agent a copy credit worthiness of the proposed tenant, (B) credit worthiness of tenant, (C) form and content of the Lease, or any proposed Lease modification or amendmentincluding, among other things, tenant’s obligation to provide, at least annually, its financial information to Borrower, (D) tenant’s agreement to enter into an acceptable subordination, non-disturbance and attornment agreement, and (E) a minimum (7) seven year term, without any and all agreements or documents related thereto, current financial information for the proposed tenant and any guarantor of the proposed Lease and such other information as the Agent may reasonably request. The Borrower will not lease all or any portion of the Project or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent right to the assignment or subletting of, or grant any concessions cancel prior to or waive the performance of any obligations of any tenant, lessee or licensee under, any now existing or future Lease without the prior written consent of the Agent not to be unreasonably withheld, conditioned or delayedfive (5) years; provided, however, that without Lender shall approve a five (5) year Lease term, but the prior written approval tenant improvement funding permitted for such Lease shall be reduced proportionately. Except as otherwise approved by Lender, each Lease must provide for a minimum triple net rent of Agent$35 per Rentable Square Foot at all times throughout the term of the Loan, and, for purposes of calculating such rent, the Borrower may total value of free rent, non-standard lease concessions and tenant improvements in excess of the budgeted amount will be amortized at a per annum rate of ten percent (i10%) enter into an Approved Lease; provided further, however, that without over the prior written approval of Agent, the Borrower may amend, supplement or otherwise modify any Lease so long as such modifications (x) do not negatively impact the economic terms full term of the Lease, including any free rent period. The resulting amount will be deducted from the lowest stated rent at any point in the term of the Lease, and that figure must be equal to or greater than the minimum rent noted above. Furthermore, Borrower will in no event offer more than six (y6) impose months of free rent, tenant improvements in excess of twenty percent (20%) more than the budgeted amount, or other non-standard concessions unacceptable to the Lender.
(ii) Borrower shall not execute any additional obligations on Borrower Lease without written acknowledgement of Lease approval by the Lender, except that Leases of Commercial Space covering not more than 1,500 Rentable Square Feet individually, and 8,000 Rentable Square Feet in the aggregate, and otherwise satisfying the leasing requirements set forth above may be entered into without Lender’s consent. Lender shall endeavor to provide (i) preliminary approval or disapproval of any proposed Lease within five (5) Business Days of the receipt of all pertinent information needed for approval, and (ii) final approval or disapproval of any proposed lease transaction within ten (10) Business Days of the receipt of final proposed lease documentation and any other information needed for its decision, and Lender’s failure to approve a Lease within such ten (10) Business Day period shall be deemed its disapproval thereof.
(iii) A Lease, which has been approved by the Lender (or as to which Lender’s approval is not required under the terms of clause (ii)), is hereinafter referred to as an “Approved Lease.” Approval of a Lease shall not create a presumption that the Loan is In Balance as the result of excess tenant improvements or leasing commissions as set forth in Section 12.8 hereof. Notwithstanding anything To the extent that the Loan is not In Balance due to tenant improvements or leasing commissions in this Agreement excess of the amount allowed pursuant to the contrarySection 12.8, Borrower may enter into Leases that do not meet part (iv) of the criteria of an Approved Lease without the prior written approval of Agent provided that such Leases are consistent with sound leasing and management practices for similar properties, and such Leases do not in the aggregate involve more than 3.64 megawatts of critical load power. If Borrower submits to Agent a written request for approval with respect to a proposed Lease and Agent fails to approve or disapprove any such action shall deposit additional equity within ten (10) days after Agent receives from Borrower such request together with a copy following the execution of the final version Lease. An Approved Lease shall not be amended or modified (in any material respect) or terminated without the Lender’s prior written consent.
(iv) Borrower shall not accept any rental payment under any Approved Lease in advance of such proposed Leaseits due date, such action shall be deemed approved, provided that Agent will only be deemed to have given such approval if, and only if, such request includes all other than acceptance of a prepayment of the supporting documentation reasonably necessary for Agent to make a decision regarding such request, as determined by Agent, and includes first month’s rent upon the following in all capital, bolded, block letters on the first page thereof: “THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN TEN (10) DAYS OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUESTexecution of an Approved Lease.” Borrower shall provide Agent with a copy of the fully executed original of all Leases promptly following their execution. At Agent’s request, Borrower shall cause all Tenants to execute Subordination, Non-Disturbance and Attornment Agreements reasonably satisfactory to Agent. Agent reserves the right to subordinate the Mortgage to any Lease. At Borrower’s request, Agent shall execute Subordination, Non-Disturbance and Attornment Agreements reasonably satisfactory to Agent.
Appears in 1 contract
Sources: Construction Loan Agreement (Stratus Properties Inc)
Leasing Restrictions. (i) The Borrower will give notice to the Agent hereby expressly acknowledges and agrees that all Leases, and all amendments, modifications, renewals, and extensions of any proposed new Lease at Lease, in each case, entered into after the Project for Closing Date, must satisfy the lease of space therein and shall provide Leasing Requirements applicable to such Leases. Without limiting the Agent a copy generality of the proposed foregoing, the Borrower shall not enter into any Major Commercial Lease, or any proposed Lease modification amendment, modification, renewal, or amendmentextension of any Major Commercial Lease, without in each case obtaining the prior express written approval thereof from the Administrative Agent. All Leases, and any modifications, renewals and all agreements or documents related theretoextensions of such Leases, current financial information for that meet the proposed tenant Leasing Requirements and any guarantor that are not Major Commercial Leases may be executed by the Borrower without obtaining the prior express written consent of the proposed Administrative Agent.
(ii) Upon the Administrative Agent’s reasonable determination that the Administrative Agent requires a copy of any Lease and or any amendment, modification, renewal, or extension thereof, the Borrower agrees to deliver a fully-executed copy of such other information as Lease, or such amendment, modification, renewal, or extension thereof, promptly upon the Agent may reasonably request. written request of the Administrative Agent.
(iii) The Borrower will not lease all or any portion shall not, without the prior express written consent of the Project Administrative Agent: (a) execute an assignment or amendpledge of any Rents and/or any Leases (other than the Assignment of Leases); or (b) accept any prepayment of any installment of any Rents more than one (1) month before the due date of such installment, supplement and in any event no more than one (1) month in advance of the then current month.
(iv) The Borrower, at its sole cost and expense, shall: (a) at all times promptly and faithfully abide by, discharge, and perform all covenants, conditions, and agreements contained in all Leases, on the part of the landlord thereunder to be kept and performed in all material respects; (b) enforce or otherwise modifysecure the performance of all covenants, terminate or conditions, and agreements of the Leases on the part of the tenants to be kept and performed, (c) not cancel, terminate, or accept the surrender of, or consent to the assignment or subletting of, or grant any concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any now existing or future Lease without the prior express written consent of the Agent not to be unreasonably withheldAdministrative Agent; (d) appear in and defend any action or proceeding arising under, conditioned growing out of, or delayedin any manner connected with any of the Leases or any of the obligations, [LOAN AGREEMENT] Voya Loan No. 30340 duties, or liabilities of landlord or of the tenants thereunder; provided(e) during the continuance of any Event of Default, however, that without upon written request of the prior written approval of Administrative Agent, transfer and assign to the Borrower may (i) enter into an Approved Lease; provided further, however, that without the prior written approval of Administrative Agent, the Borrower may amend, supplement or otherwise modify any Lease so long as such modifications (x) do not negatively impact the economic terms of the Leaseor Leases heretofore or hereafter entered into, or (y) impose any additional obligations on Borrower under the Lease. Notwithstanding anything in this Agreement and make, execute, and deliver to the contraryAdministrative Agent upon demand, Borrower may enter into Leases that do not meet part any and all instruments required to effectuate said assignment; (ivf) of furnish the criteria of an Approved Lease without the prior written approval of Agent provided that such Leases are consistent with sound leasing and management practices for similar propertiesAdministrative Agent, and such Leases do not in the aggregate involve more than 3.64 megawatts of critical load power. If Borrower submits to Agent a written request for approval with respect to a proposed Lease and Agent fails to approve or disapprove any such action within ten (10) days after a request by the Administrative Agent receives so to do, a written statement containing the names of all tenants and the terms of all Leases, including the spaces occupied and the rentals payable thereunder; and (g) exercise, within five (5) days of any demand therefor by the Administrative Agent, any right to request from Borrower the tenant under any Lease an estoppel certificate with respect to the status of such request together with a copy Lease.
(v) Nothing in this Agreement or in any of the final version other Loan Documents shall be construed to obligate the Administrative Agent, expressly or by implication, to perform any of the covenants of the Borrower as landlord under any of the Leases assigned to the Administrative Agent, or to pay any sum of money or damages therein provided to be paid by the landlord, each and all of which covenants and payments the Borrower hereby covenants and agrees to perform and pay.
(vi) Unless approved by the Administrative Agent in writing, the Borrower shall not permit any Lease or any part thereof to become subordinate to any Lien other than (a) the Lien of the Collateral Documents hereof and liens in favor of the Administrative Agent, (b) ad valorem tax liens, (c) liens securing payment of owners’ association assessments, and (d) any pledge by a tenant under its Lease to its franchisor.
(vii) The Borrower shall not (a) conduct directly any on-site dry cleaning operations on any portion of the Mortgaged Premises, (b) enter into any new Lease or amend or modify any existing Lease that would permit any tenant to commence any on-site dry cleaning operations on any portion of the Mortgaged Premises that are not currently being conducted as of the Closing Date, and (c) permit any tenant to conduct any on-site dry cleaning operations on any portion of the Mortgaged Premises that (1) are not currently permitted under or pursuant to the provisions of the tenant’s existing Lease or (2) are in violation of any applicable Law or governmental regulation. Any tenant which is currently operating an on-site dry cleaning operation on any portion of the Mortgaged Premises pursuant to a right contained in its existing Lease may continue to do so, but only to the extent permitted in such proposed Lease, Lease and only so long as such action operation is conducted in accordance with the requirements of applicable Law and governmental regulation. Nothing in this Section 3.6(vii) shall be deemed approvedto be a consent or approval by the Administrative Agent or by any of the Lenders of any environmental condition at the Mortgaged Premises that may have been caused by the operation of any on-site dry cleaning operation, or as a waiver by the Administrative Agent or any of the Lenders, in each case, of any of its rights under Article V hereof or under the Environmental Indemnity.
(viii) In the event of the enforcement by the Administrative Agent of the remedies provided for by Law or by this Agreement or any of the other Loan Documents, the lessee under each Lease of the Mortgaged Premises shall, at the option of the Administrative Agent, attorn to any person succeeding to the interest of the Borrower as a result of such enforcement and shall recognize such successor in interest as landlord under such Lease without change in the terms or other provisions thereof; provided, however, that said successor in interest shall not be bound by any payment of rent or additional rent for more than one (1) month in advance or any amendment or modification to any Lease made without the prior express written consent of the Administrative Agent or said successor in interest. Each such lessee, upon request by said successor in interest, shall execute and deliver an instrument or instruments confirming such attornment. [LOAN AGREEMENT] Voya Loan No. 30340
(ix) The Administrative Agent shall have the option to declare the Loan in default upon the occurrence of a default of the Borrower, as landlord, under any Lease for the Mortgaged Premises, unless such default is cured by the Borrower pursuant to the terms of the Lease and within any applicable grace, notice, or cure period contained therein, or unless such default would not permit the tenant to terminate the Lease.
(x) Without in any way limiting the requirement of the prior express written approval of the Administrative Agent hereunder, any sums received by the Borrower in consideration of any termination (or release or discharge of any tenant or any guarantor of any tenant) of any Lease within the Mortgaged Premises shall be deposited with and held by the Administrative Agent and, provided that no Event of Default exists, shall be made available to the Borrower for the payment of tenant improvement costs and leasing commissions to re-let the applicable vacated space and any such sums received by the Borrower shall be held in trust by the Administrative Agent will only be deemed for such purpose. Any such amounts which are not used to have given pay tenant improvement costs and leasing commissions in connection with the re-letting of such approval ifspace within a reasonable period of time after the receipt thereof may, and only if, such request includes all in the sole discretion of the supporting documentation reasonably necessary for Agent to make a decision regarding such request, as determined by Administrative Agent, and includes be applied by the following in all capitalAdministrative Agent, boldedwithout the payment of any otherwise applicable Prepayment Premium (provided no Event of Default then exists), block letters on to reduce the first page thereof: “THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN TEN (10) DAYS OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.” Borrower shall provide Agent with a copy then outstanding principal amount of the fully executed original of all Leases promptly following their execution. At Agent’s request, Borrower shall cause all Tenants to execute Subordination, Non-Disturbance and Attornment Agreements reasonably satisfactory to Agent. Agent reserves the right to subordinate the Mortgage to any Lease. At Borrower’s request, Agent shall execute Subordination, Non-Disturbance and Attornment Agreements reasonably satisfactory to AgentIndebtedness.
Appears in 1 contract
Leasing Restrictions. The Borrower will give notice to the Agent of any proposed new Lease at the Project for the lease of space therein and shall provide to the Agent a copy of the proposed Lease, or any proposed Lease modification or amendment, and any and all agreements or documents related thereto, current financial information for the proposed tenant and any guarantor of the proposed Lease and such other information as the Agent may reasonably request. The Borrower will not lease all or any portion of the Project or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or grant any concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any now existing or future Lease without Without the prior written consent of Lender, Borrower shall not permit Owner or Master Tenant to (i) enter into any non-residential Leases, (ii) modify the Agent not to be unreasonably withheldform of Lease previously approved by Lender, conditioned (iii) modify, amend or delayedterminate any non-residential Lease, (iv) accept any rental payment in advance of its due date or (v) enter into any ground lease of any Project; provided, however, that without the prior written approval of Agent, the Borrower may clauses (i) enter into an Approved Lease; provided further, however, that without the prior written approval of Agent, the Borrower may amend, supplement or otherwise modify any Lease so long as such modifications and (x) do not negatively impact the economic terms of the Lease, or (y) impose any additional obligations on Borrower under the Lease. Notwithstanding anything in this Agreement to the contrary, Borrower may enter into Leases that do not meet part (ivii) of the criteria this Section 4.1(a) shall not apply to subleases of an Approved Lease without the prior written approval of Agent provided that such Leases are consistent with sound leasing and management practices space at a Project for similar propertiesuse as a beauty salon, and such Leases do not barbershop, commissary, concessions or other services in the aggregate involve more ordinary course of business which can be terminated by Owner or Master Tenant on 30 days' notice without extra fee or penalty and are for a maximum of 500 square feet ("SERVICES SUBLEASES"). Borrower shall cause Lender to be provided with a copy of all non-residential Leases, other than 3.64 megawatts of critical load power. If Borrower submits to Agent a written request for approval with respect to a proposed Lease and Agent fails to approve or disapprove any such action within Services Subleases, no less than ten (10) days after Agent receives from Borrower such request together with a copy of the final version prior to execution of such proposed LeaseLeases by Owner or Master Tenant, and such action Leases shall be deemed approvedon the form of lease previously approved by Lender (if such form lease does not already contain such a provision, provided Borrower shall cause an automatic attornment provision to be added to such form lease whereby in the event of a foreclosure, the tenant automatically shall recognize the successor owner as landlord and such tenant shall have no right to terminate its lease in the event of such foreclosure). If Lender consents to any new non-residential Lease or the modification or renewal of any existing non-residential Lease (or if Owner or Master Tenant enters into or modifies a non-residential Lease that Agent will only be deemed to have given such approval ifdoes not require Lender's prior consent thereto), and only if, such request includes all of the supporting documentation reasonably necessary for Agent to make a decision regarding such at Lender's request, as determined by Agent, and includes the following in all capital, bolded, block letters on the first page thereof: “THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN TEN (10) DAYS OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.” Borrower shall or shall cause Owner or Master Tenant to cause the Tenant thereunder to execute a subordination and attornment agreement in form and substance satisfactory to Lender. Borrower shall and shall cause Owner or Master Tenant to provide Agent Lender with a copy of the fully executed original of all Leases non-residential Leases, other than Services Subleases, promptly following their execution. At Agent’s requestBorrower will not permit Master Tenant or Owner to enter into any residential Leases for a term of more than one (1) year and all such residential Leases shall be at market rates on the form previously approved by Lender without material modification. Upon request from time to time, Borrower shall cause deliver to Lender copies of all Tenants to execute Subordination, Non-Disturbance and Attornment Agreements reasonably satisfactory to Agent. Agent reserves the right to subordinate the Mortgage to any Lease. At Borrower’s request, Agent shall execute Subordination, Non-Disturbance and Attornment Agreements reasonably satisfactory to AgentServices Subleases.
Appears in 1 contract
Sources: Mezzanine Loan Agreement (Brookdale Senior Living Inc.)
Leasing Restrictions. The Borrower will give notice to the Agent of any proposed new Lease at the Project for the lease of space therein and shall provide to the Agent a copy of the proposed Lease, or any proposed Lease modification or amendment, and any and all agreements or documents related thereto, current financial information for the proposed tenant and any guarantor of the proposed Lease and such other information as the Agent may reasonably request. The Borrower will not lease all or any portion of the Project or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or grant any concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any now existing or future Lease without Without the prior written consent of the Agent Lender, Borrowers shall not to be unreasonably withheld, conditioned or delayed; provided, however, that without the prior written approval of Agent, the Borrower may (i) enter into an Approved Lease; provided furtherany leases, however(ii) modify the form of lease previously approved by Lender, that without the prior written approval of Agent(iii) modify, the Borrower may amend, supplement amend or otherwise modify terminate any Lease so long as such modifications (x) do not negatively impact the economic terms of the Lease, or (y) impose any additional obligations on Borrower under the Lease. Notwithstanding anything in this Agreement to the contrary, Borrower may enter into Leases that do not meet part (iv) accept any rental payment more than 30 days in advance of its due date or (v) enter into any ground lease of the criteria Project. Borrowers shall provide Lender not less than 10 Business Days to review any proposed leases and any proposed modifications or amendments to any Lease. All Leases must contain an automatic attornment provision whereby in the event of an Approved Lease without a foreclosure, the prior written approval of Agent provided that such Leases are consistent with sound leasing and management practices for similar properties, tenant automatically shall recognize the successor owner as landlord and such Leases do not tenant shall have no right to terminate its Lease in the aggregate involve more than 3.64 megawatts event of critical load powersuch foreclosure. If Borrower submits to Agent a written request for approval with respect to a proposed Borrowers enter into any new Lease and Agent fails to approve or disapprove any such action within ten (10) days after Agent receives from Borrower such request together with a copy modification or renewal of the final version of such proposed any existing Lease, such action shall be deemed approved, provided that Agent will only be deemed to have given such approval if, and only if, such request includes all of the supporting documentation reasonably necessary for Agent to make a decision regarding such at Lender’s request, as determined by AgentBorrowers shall cause the Tenant thereunder to execute a subordination, non-disturbance and includes the following attornment agreement in all capital, bolded, block letters on the first page thereof: “THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN TEN (10) DAYS OF RECEIPTform and substance reasonably satisfactory to Lender. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.” Borrower Borrowers shall provide Agent Lender with a copy of the fully executed original of all Leases promptly following their execution. At Agent’s requestWithin 10 Business Days after written request from Borrower, Borrower Lender shall cause all Tenants execute and deliver a subordination, non-disturbance and attornment agreement substantially in the form reasonably approved by Lender (with such modifications thereto requested by the tenant as may be reasonably acceptable to execute Subordination, Non-Disturbance and Attornment Agreements reasonably satisfactory to Agent. Agent reserves the right to subordinate the Mortgage Lender) to any Leasetenant under any Lease and shall negotiate in good faith the terms of such subordination, non-disturbance and attornment agreements with proposed tenants under proposed Leases (or existing tenants under proposed extensions or renewals of existing Leases). At BorrowerNotwithstanding the foregoing, so long as no Event of Default exists Borrowers may, without Lender’s requestprior written consent, Agent enter into any Lease for 10,000 net rentable square feet of space or less in any Project so long as: (A) such Lease is on the form previously approved by Lender without material modifications; (B) the term of such Lease is at least five (5) years; (C) the rent for such Lease is not less than 95% of the market rent and the rent for any renewal option is not less than 95% of the market rent at the time of renewal; (D) the tenant improvement costs and leasing commissions relating to such Lease to be paid by Borrowers are “market” and otherwise comparable to improvements and commissions for other tenants engaged in a similar business; and (E) the aggregate rentable square feet leased pursuant to all Leases entered into without Lender’s consent pursuant to this sentence during the term of the Loan at any Project does not exceed, in the aggregate, 15% of the net rentable square feet at any such Project. If Lender fails to approve or disapprove any matter for which Borrowers have requested consent or approval pursuant to this Section 4.1(a) within seven (7) Business Days after Lender’s receipt of Borrowers’ written request therefor, Borrowers shall execute Subordinationsend a second written request for consent to Lender which the first page thereof states, Non-Disturbance in bold type and Attornment Agreements reasonably satisfactory all capital letters: “YOUR FAILURE TO RESPOND TO THIS SECOND REQUEST WITHIN FIVE (5) BUSINESS DAYS OF YOUR RECEIPT HEREOF SHALL BE DEEMED, PURSUANT TO THE TERMS OF THE LOAN AGREEMENT BETWEEN YOU AND THE UNDERSIGNED, TO BE YOUR GRANTING OF CONSENT FOR THE MATTER FOR WHICH CONSENT WAS REQUESTED.” Lender’s failure to Agentrespond to such second request within such five (5) Business Day period shall be deemed Lender’s approval of the matter for which approval was requested pursuant to this Section 4.1.(a).
Appears in 1 contract
Sources: Loan Agreement (Wells Mid-Horizon Value-Added Fund I LLC)
Leasing Restrictions. The Borrower will give notice to the Agent of any proposed new Lease at the Project for the lease of space therein and shall provide to the Agent a copy of the proposed Lease, or any proposed Lease modification or amendment, and any and all agreements or documents related thereto, current financial information for the proposed tenant and any guarantor of the proposed Lease and such other information as the Agent may reasonably request. The Borrower will not lease all or any portion of the Project or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or grant any concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any now existing or future Lease without Without the prior written consent of the Agent not to be unreasonably withheldLender, conditioned or delayed; provided, however, that without the prior written approval of Agent, the no Borrower may shall (i) enter into an Approved Lease; provided further, however, that without the prior written approval of Agent, the Borrower may amend, supplement (or otherwise modify permit any Lease so long as such modifications (xProject Lessee to enter into) do not negatively impact the economic terms any Commercial Leases of the Project or any portion thereof, (ii) modify, amend or terminate (or permit each Project Lessee to modify, amend or terminate) any Commercial Lease, (iii) accept any rental payment on a Commercial Lease for more than one month in advance of its due date or (y) impose any additional obligations on Borrower under the Lease. Notwithstanding anything in this Agreement to the contrary, Borrower may enter into Leases that do not meet part (iv) enter into any ground lease of the criteria Project. Borrowers shall provide (or cause each Project Lessee to provide) Lender with a copy of an Approved Lease without the prior written approval of Agent provided that such all Commercial Leases are consistent with sound leasing and management practices for similar properties, and such Leases do not in the aggregate involve more no less than 3.64 megawatts of critical load power. If Borrower submits to Agent a written request for approval with respect to a proposed Lease and Agent fails to approve or disapprove any such action within ten (10) days after Agent receives from Borrower such request together with a copy of the final version days' prior to execution of such proposed Lease, Commercial Leases and the effectiveness of each such action Commercial Lease shall be deemed approvedsubject to Lender's approval. Borrowers shall add (or require each Project Lessee to add) an automatic attornment provision to such Commercial Lease whereby in the event of a foreclosure, provided that Agent will only be deemed the tenant automatically shall recognize the successor owner as landlord and such tenant shall have no right to have given terminate its Commercial Lease in the event of such approval if, and only if, such request includes all foreclosure). If Lender consents to any new Commercial Lease or the modification or renewal of the supporting documentation reasonably necessary for Agent to make a decision regarding such any existing Commercial Lease at Lender's request, as determined by Agent, Borrowers shall cause (or shall require each Project Lessee to cause) the Tenant thereunder to execute a subordination and includes the following attornment agreement in all capital, bolded, block letters on the first page thereof: “THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN TEN (10) DAYS OF RECEIPTform and substance satisfactory to Lender. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.” Borrower Borrowers shall provide Agent Lender with a copy of the fully executed original of all Commercial Leases promptly following their execution. At Agent’s request, Borrower shall cause all Tenants to execute Subordination, Non-Disturbance and Attornment Agreements reasonably satisfactory to Agent. Agent reserves the right to subordinate the Mortgage to any Lease. At Borrower’s request, Agent shall execute Subordination, Non-Disturbance and Attornment Agreements reasonably satisfactory to Agent.
Appears in 1 contract
Sources: Hotel Loan Agreement (Ashford Hospitality Trust Inc)