Common use of Leasing Restrictions Clause in Contracts

Leasing Restrictions. (a) With respect to any Lease with a Major ▇▇▇▇▇▇ (a “Major Tenant Lease”), Borrower shall not, without first obtaining ▇▇▇▇▇▇’s prior written consent: (1) amend or modify any Major Tenant Lease; (2) extend or renew (except in accordance with mandatory actions by the lessor under the existing Major Tenant Lease provisions, if any, including the exercise by either Prentice Hall or New Cingular Wireless of the renewal options set for in their respective leases that require mandatory actions by the lessor) any Major Tenant Lease; (3) terminate or accept the surrender of any Major ▇▇▇▇▇▇ ▇▇▇▇▇; (4) enter into any new Major Tenant Lease; or (5) accept any (i) prepayment of rent more than one (1) month in advance, (ii) termination fee, or (iii) similar payment. (b) With respect to any Lease that is not a Major Tenant Lease, Borrower may: (1) enter into a new Lease on Borrower's standard form lease as approved by Lender (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 the Property and/or would require Borrower and/or Lender to possess or control any property other than the Property to honor such rights and/or would grant such tenant any purchase rights with respect to any portion of the Property); (2) terminate any Lease which is in default; or (3) amend any Lease (if such amendment 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 the Property and/or would require Borrower and/or Lender to possess or control any property other than the Property to honor such rights and/or would grant such tenant any purchase rights with respect to any portion of the Property); provided, however, that all decisions made by and all actions taken by Borrower pursuant to Subsection 7(b)(1), (2) and (3) above:

Leasing Restrictions. (a) With respect to any Lease with a Major ▇▇Te▇▇▇▇ (a “Major Tenant Lease”), Borrower shall not, without first obtaining ▇▇Le▇▇▇▇’s prior written consent: (1) amend or modify any Major Tenant Lease; (2) extend or renew (except in accordance with mandatory actions by the lessor under the existing Major Tenant Lease provisions, if any, including the exercise by either Prentice Hall or New Cingular Wireless of the renewal options set for in their respective leases that require mandatory actions by the lessor) any Major Tenant Lease; (3) terminate or accept the surrender of any Major ▇▇Te▇▇▇▇ ▇▇▇▇▇; (4) enter into any new Major Tenant Lease; or (5) accept any (i) prepayment of rent more than one (1) month in advance, (ii) termination fee, or (iii) similar payment. (b) With respect to any Lease that is not a Major Tenant Lease, Borrower may: (1) enter into a new Lease on Borrower's standard form lease as approved by Lender (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 the Property and/or would require Borrower and/or Lender to possess or control any property other than the Property to honor such rights and/or would grant such tenant any purchase rights with respect to any portion of the Property); (2) terminate any Lease which is in default; or (3) amend any Lease (if such amendment 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 the Property and/or would require Borrower and/or Lender to possess or control any property other than the Property to honor such rights and/or would grant such tenant any purchase rights with respect to any portion of the Property); provided, however, that all decisions made by and all actions taken by Borrower pursuant to Subsection 7(b)(1), (2) and (3) above:

Leasing Restrictions. (a) With respect to Borrower shall not (i) amend or modify any Lease with a Major ▇▇▇▇▇▇ Tenant (a “Major Tenant Lease”), Borrower shall not, without first obtaining ▇▇▇▇▇▇’s prior written consent: (1) amend or modify any Major Tenant Lease; (2ii) extend or renew (except in accordance with mandatory actions by the lessor landlord under the existing provisions of such Major Tenant Lease provisionsLease, if any, including the exercise by either Prentice Hall or New Cingular Wireless of the renewal options set for in their respective leases that require mandatory actions by the lessor) any Major Tenant Lease; , (3iii) terminate or accept the surrender of any Major ▇▇▇▇▇▇ ▇▇▇▇▇; Lease, (4iv) enter into any new Major Tenant Lease of the Property, (v) consent to, or otherwise accept, an assignment of a Major Lease; or , which assignment would result in the Major Tenant’s being relieved from any liability under such Major Lease, or (5vi) accept any (iA) prepayment of rent more than one (1) month in advance, (iiB) termination fee, or (iiiC) similar paymentpayment (except in accordance with unilateral rights on the part of the Major Tenant under the existing provisions of such Major Lease, if any, or mandatory actions by the landlord under the existing provisions of such Major Lease, if any). (b) With respect to any Lease that is not a Major Tenant Lease, Borrower may: may (1i) enter into a new Lease on Borrower's standard form lease as approved by Lender (if such new Lease does not give the tenant 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 the Property and/or would require Borrower and/or Lender to possess or control any property other than the Property to honor such rights and/or would grant such tenant Tenant any purchase rights with respect to any portion of the Property); , (2ii) terminate any Lease which is in default; or such Lease, or (3iii) amend any such Lease (if such amendment does not give the tenant 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 the Property and/or would require Borrower and/or Lender to possess or control any property other than the Property to honor such rights and/or would grant such tenant Tenant any purchase rights with respect to any portion of the Property); provided, however, provided that all decisions made by and all actions taken by Borrower pursuant to Subsection 7(b)(1clauses (i), (2ii) and (3iii) above:above (A) represent prudent business practices for the benefit of the Property, (B) are on market terms and rents (based on the type, quality and location of the Property), and (C) are bona fide, binding contracts, duly authorized and executed with third-party Tenants unrelated to Borrower or any of its affiliates. All free rent and similar concessions shall not be given at the end of the term of the Lease, there shall be no step down or other decrease in base rent payable over the term of the applicable Lease, there shall be no decrease in the expense stop or change in the base year, and there shall be no economic obligations on the landlord under a Lease beyond maintaining the Property. Any allowance for Tenant improvements shall only be given at the beginning of the term of the Lease, except for allowances for a mid-term refresh or refurbishment. Borrower shall give prompt written notice to Lender of all Leases entered into, terminated or amended by Borrower pursuant to the provisions of this Section 3.23(b), and if requested by Lender, copies of any such Leases, amendments or terminations. (c) No portion of the Property shall permit the use or storage of Hazardous Materials on any portion of the Property in excess of limits allowed by applicable Laws. (d) Lender shall respond to a request from Borrower for approval of new Leases, Lease amendments, Lease terminations or any other Lease action requiring Lender’s approval within ten (10) Business Days after receipt of the items specified below or Lender’s right to consent to or approve the request shall be deemed waived, if the request from Borrower complies with the following requirements (the “Special Notice Provisions”): (i) The request must be in writing, and copies of the request must be sent to Lender’s servicing department in accordance with the provisions Section 9.02 of this Agreement. (ii) The request must contain a blank sheet on the top of it with only the following language appearing in the middle of the sheet in at least as large font as is used in the remainder of Borrower’s request: LENDER MUST RESPOND TO THIS REQUEST WITHIN TEN (10) BUSINESS DAYS AFTER THE DATE OF LENDER’S RECEIPT OF THIS NOTICE OR LENDER’S RIGHT TO CONSENT TO OR APPROVE THIS REQUEST SHALL BE DEEMED WAIVED. (iii) Each such request shall include: (A) a letter wherein Borrower states that it shall pay Lender’s standard servicing fee for such a request and Lender’s reasonable outside legal fees and disbursements, (B) a copy of the applicable Lease or Lease amendment and all documents referenced therein, all work letters, all lease guaranties, all documents evidencing any loan to the tenant, and any other documents that shall be necessary or appropriate for Lender to render a decision on Borrower’s request, including, upon the request of Lender, copies of all preliminary floor layouts, (C) a lease summary setting forth the basic terms of such Lease, (D) a marked copy of the Lease or Lease amendment highlighting all changes from the standard form lease for the Property (if applicable, if the lease is on the Borrower’s form), and (E) such financial information as is in Borrower’s possession regarding the tenant and any guarantor, including the following information if such information can be obtained using commercially reasonable efforts: two (2) years of historical operating statements (except that if and to the extent that such tenant has less than two (2) years of operations, such requirement shall be limited to the years of such operations) and the most recent balance sheet of the proposed Tenant and any guarantor of the proposed Lease or Lease amendment. In the event that Borrower fails to comply with the Special Notice Provisions, (i) Lender shall not be required to respond within the specific period of time, (ii) Lender’s right to consent to or approve the request will not be deemed waived if Lender fails to respond within the specific period of time, and (iii) Lender shall not be deemed to have consented to or approved the request if Lender fails to respond with the specific period of time.

Leasing Restrictions. (a) With respect to the Primary Lease, Borrower shall not (and Lessee, by its joinder to this Agreement, agrees not to), without first obtaining Lender’s prior written consent, (i) amend or modify the Primary Lease, (ii) extend or renew the Primary Lease, (iii) terminate or accept the surrender of the Primary Lease, (iv) enter into any new Primary Lease, or (v) grant any consent or approval required under the Primary Lease that is inconsistent with a Major ▇▇▇▇▇▇ the terms of the Documents. (a “Major Tenant b) With respect to any Restaurant Lease”), Borrower shall not, without first obtaining ▇▇▇▇▇▇’s Lender's prior written consent: , (1) amend or modify any Major Tenant Restaurant Lease; , (2) extend or renew (except in accordance with mandatory actions by the lessor under the existing Major Tenant Restaurant Lease provisions, if any, including the exercise by either Prentice Hall or New Cingular Wireless of the renewal options set for in their respective leases that require mandatory actions by the lessor) any Major Tenant Restaurant Lease; , (3) terminate or accept the surrender of any Major ▇▇▇▇▇▇ ▇▇▇▇▇; Restaurant Lease, (4) enter into any new Major Tenant Restaurant Lease; or , or (5) accept any (i) prepayment of rent more than one (1) month in advance, (ii) termination fee, or (iii) similar payment. (bc) With respect to any other Lease that is not a Major Tenant Restaurant Lease or the Primary Lease, Borrower may: or Lessee may (1) enter into a new Lease on Borrower's standard form lease as approved by Lender (if such new Lease does not give the tenant any rights, CENTRAL\31200109.7 -14- 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 the respective Individual Property and/or would require Borrower Borrower, Lessee and/or Lender to possess or control any property other than the respective Individual Property to honor such rights and/or would grant such tenant any purchase rights with respect to any portion of the Property); , (2) terminate any Lease which is in default; or Lease, or (3) amend any Lease (if such amendment 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 the respective Individual Property and/or would require Borrower Borrower, Lessee and/or Lender to possess or control any property other than the respective Individual Property to honor such rights and/or would grant such tenant any purchase rights with respect to any portion of the Property); , provided, howeverthat, that all decisions made by and all actions taken by Borrower or Lessee pursuant to Subsection 7(b)(1subsections c (1), (2) and (3) above:above represent prudent business practices for the benefit of each Individual Property and are on market terms and rents (based on the type, quality and location of each Individual Property) and are bona fide, binding contracts, duly authorized and executed with third-party tenants unrelated to Borrower, Lessee, any of the Recourse Parties or any of their affiliates. For purposes of this subsection, Manager, any of its subsidiaries and any successor third-party, unaffiliated management company shall not be deemed to be related or affiliated with Lessee or any of the Recourse Parties by virtue of being Manager. All free rent and similar concessions shall be given only at the beginning of the term of the Lease, there shall be no step down or 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 the landlord under a Lease beyond maintaining the respective Individual Property. Any allowance for tenant improvements shall only be given at the beginning of the term of the Lease. (d) No portion of the Property shall (1) be leased to any party or entity that uses dry cleaning solvents on the Property or (2) permit the use or storage of hazardous substances in excess of limits allowed by applicable law, rule or regulation. (e) Lender shall respond to a request from Borrower or Lessee for approval of new leases, lease amendments, lease terminations or any other lease action requiring Lender’s approval within fifteen (15) business days after receipt of the items specified below or Lender’s right to consent to or approve the request shall be deemed waived, if the request from Borrower or Lessee complies with the following requirements (the “Special Notice Provisions”): (i) The request must be in writing, and copies of the request must be sent to both Lender’s servicing and law departments in accordance with the notice provisions of the Documents. (ii) The request must contain a blank sheet on the top of it with only the following language appearing in the middle of the sheet in at least as large font as is used in the remainder of Borrower’s or Lessee's request: LENDER MUST RESPOND TO THIS REQUEST WITHIN 15 BUSINESS DAYS FROM THE DATE OF LENDER’S RECEIPT OF THIS NOTICE OR LENDER’S RIGHT TO CONSENT TO OR APPROVE THIS REQUEST SHALL BE DEEMED WAIVED. (iii) Each such request shall include: (1) a servicing fee payable to Lender in the amount of $500 and a letter wherein Borrower states that it shall pay Lender’s reasonable outside legal fees and disbursements, (2) a copy of the applicable Lease or Lease amendment and all documents referenced therein, all work letters, CENTRAL\31200109.7 -15- all floor layouts, all lease guaranties, all documents evidencing any loan to the tenant, and any other documents that shall be necessary or appropriate for Lender to render a decision on Borrower’s or Lessee's request, (3) a lease summary setting forth the basic terms of such Lease, and (4) such financial information as is in Borrower’s or Lessee's possession regarding the tenant and any guarantor. In the event Borrower or Lessee fails to comply with the Special Notice Provisions, (i) Lender shall not be required to respond within the specific period of time, (ii) Lender's right to consent to or approve the request will not be deemed waived if Lender fails to respond within the specific period of time, and (iii) Lender shall not be deemed to have consented to or approved the request if Lender fails to respond with the specific period of time. This subsection 4.10(e) is not intended to apply to those particular leasing actions described in subsection 4.10(c) above that do not require Lender approval or consent.