Interference with Leases. (a) Borrower will neither do nor neglect to do anything which may cause or permit the termination of any Primary Lease, and Borrower will not enter into any modification of any Primary Lease without the prior written consent of Lender, such consent not to be unreasonably withheld, conditioned or delayed if the requested modification is not material. (b) Borrower will neither do, nor neglect to do, anything which may cause or permit the termination of any Secondary Lease of all or any part of the Property, or cause or permit the withholding or abatement of any rent payable under any such Secondary Lease. (c) Without Lender’s prior written consent, which may be granted or withheld in Lender’s sole discretion, Borrower shall not enter into or modify any Secondary Lease of all or any part of the Property. Any submission by Borrower for Lender’s approval of a Lease or modification thereof shall be accompanied by a copy of such Lease or modification, a Lease abstract, a then-current rent roll for the Property, year-to-date and prior year operating statements for the Property, and a cover letter requesting Lender’s approval which contains a signature line on which Lender may evidence its approval of such Lease or modification. (d) Except with the prior written consent of Lender, which may be granted or withheld in Lender’s sole discretion, Borrower will not (i) collect rent from all or any part of the Property for more than one month in advance, (ii) assign the rents from the Property or any part thereof, or (iii) consent to the cancellation or surrender of all or any part of any Secondary Lease, except that Borrower may in good faith terminate any Secondary Lease for nonpayment of rent or other material breach by the tenant.
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Interference with Leases. (a) Borrower will neither do nor neglect to do anything which may cause or permit the termination of any Primary Lease, and Borrower will not enter into any modification of any Primary Lease without the prior written consent of Lender, such consent not to be unreasonably withheld, conditioned or delayed if the requested modification is not material.
(b) Borrower Trustor will neither do, nor neglect to do, anything which may cause or permit the termination of any Secondary Lease of all or any part of the Property, or cause or permit the withholding or abatement of any rent payable under any such Secondary Lease.
(cb) Without LenderExcept as provided below, without Beneficiary’s prior written consent, which may be granted or withheld in LenderBeneficiary’s sole discretion, Borrower . Trustor shall not enter into or modify any Secondary Lease of all or any part of the Property. Notwithstanding the foregoing. Trustor may, without Beneficiary’s prior consent, enter into or modify any Lease of less than 10.000 rentable square feet of space at the Property, provided that (i) the rent payable under such proposed Lease or modification is a market rent taking into account the type, quality and location of the Property and the type and quality of the tenant and contains then prevailing market practices with respect to tenant concessions and allowances in comparable office properties in the market in which the Property is located, (ii) such Lease or modification shall be entered into on the standard form of Lease, without material modification thereto, and (iii) such Lease or modification shall be entered into on arms-length terms. Any submission by Borrower Trustor for LenderBeneficiary’s approval of a Lease or modification thereof shall be accompanied by a copy of such Lease or modification, a Lease abstract, a then-current rent roll for the Property, year-to-date and prior year operating statements for the Property, and a cover letter requesting LenderBeneficiary’s approval which contains a signature line on which Lender Beneficiary may evidence its approval of such Lease or modification.
(dc) Except with the prior written consent of LenderBeneficiary, which may be granted or withheld in LenderBeneficiary’s sole discretion, Borrower Trustor will not (i) collect rent from all or any part of the Property for more than one month in advance, (ii) assign the rents from the Property or any part thereof, or (iii) consent to the cancellation or surrender of all or any part of any Secondary Lease, except that Borrower Trustor may in good faith terminate any Secondary Lease for nonpayment of rent or other material breach by the tenant.
(d) Without limiting the generality of the foregoing, whether or not Beneficiary’s consent to the cancellation or surrender of any Major Tenant (as defined in the Note) Lease is required hereunder, Beneficiary may (i) require that Trustor deposit into an escrow account acceptable to Beneficiary in its reasonable discretion all cancellation penalties or other consideration paid to Trustor in connection with any Major Tenant Lease cancellation or surrender (the “Termination Fees”), and (ii) require that such vacant space be relet to a tenant and under a Lease acceptable to Beneficiary in its reasonable discretion (an “Approved Lease”). Upon execution of an Approved Lease, Beneficiary shall refund a pro-rata portion of the Termination Fees equal to the ratio of the number of square feet of newly leased space under the Approved Lease divided by the total square feet of space vacated pursuant to the subject Major Tenant Lease. If the Property is at least 87% occupied and the income from the Property is sufficient, in Beneficiary’s determination, to pay all operating expenses of the Property and debt service payments due under the Note, then Beneficiary shall deliver any Termination Fees then held in escrow to Trustor.
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Interference with Leases. (a) Borrower will neither do nor neglect Subject to do anything which may cause or permit the termination provisions of any Primary LeaseSection 5.3(d) hereof, and Borrower will not enter into any modification of any Primary Lease without the prior written consent of Lender, such consent not to be unreasonably withheld, conditioned or delayed if the requested modification is not material.
(b) Borrower Grantor will neither do, nor neglect to do, anything which may cause or permit the termination of any Secondary Lease of all or any part of the Property, or cause or permit the withholding or abatement of any rent payable under any such Secondary Lease.
(cb) Without LenderSubject to the provisions of Section 5.3(d) hereof, without Grantee’s prior written consent, which may be granted or withheld in LenderGrantee’s sole discretion, Borrower Grantor shall not enter into or modify any Secondary Lease of all or any part of the Property. Any submission by Borrower Grantor for LenderGrantee’s approval of a Lease or modification thereof shall be accompanied by a copy of such Lease or modification, a Lease abstract, a then-current rent roll for the Property, year-to-date and prior year operating statements for the Property, and a cover letter requesting LenderGrantee’s approval which contains a signature line on which Lender Grantee may evidence its approval of such Lease or modification.
(dc) Except with the prior written consent of LenderGrantee, which may be granted or withheld in LenderGrantee’s sole discretion, Borrower Grantor will not (i) collect rent from all or any part of the Property for more than one month in advance, (ii) assign the rents from the Property or any part thereof, or (iii) subject to the provisions of Section 5.3(d) hereof, consent to the cancellation or surrender of all or any part of any Secondary Lease, except that Borrower Grantor may in good faith terminate any Secondary Lease for nonpayment of rent or other material breach by the tenant.
(d) Notwithstanding anything stated to the contrary in this Section 5.3, and provided that no Event of Default exists and is continuing, Grantee’s approval shall not be required with respect to any new Lease entered into by the initial Grantor named herein for the Property in the future or with respect to any amendment, modification, extension, expansion or termination of any existing Lease or future Lease; provided, however, that Grantor shall promptly deliver to Grantee a copy of any new Lease entered into by Grantor and any lease amendment, modification, extension, expansion or termination of any existing Lease or future Lease entered into by Grantor.
(e) Without limiting the generality of the foregoing, whether or not Grantee’s consent to the cancellation or surrender of any Lease is required hereunder, Grantee may (i) require that Grantor deposit into an escrow account acceptable to Grantee in its reasonable discretion all cancellation penalties or other consideration paid to Grantor in an amount equal to or greater than $100,000.00 (and any such termination fees received by Grantor under said $100,000.00 may be retained by Grantor) in connection with such cancellation or surrender (the “Termination Fees”); provided, however, that the amount of any Termination Fees required to be deposited by Grantor under this Section 5.3 shall be limited to the lesser of (1) the actual amount of the Lease termination payment, and (2) the amount needed to cover the retenanting costs of the vacant space, and (ii) impose such restrictions and conditions on the timing and amount of disbursements of the Termination Fees from such escrow account as Grantee may require in its reasonable discretion, including, without limitation (A) requiring that (1) such vacant space be relet to a tenant and under a Lease acceptable to Grantee in its reasonable discretion (an “Approved Lease”), (2) the tenant under the Approved Lease is in occupancy of the Property and paying rent, (3) Grantor provide to Grantee a tenant estoppel certificate from the tenant under the Approved Lease in a form acceptable to Grantee in Grantee’s reasonable discretion, and (4) Grantor provide to Grantee evidence acceptable to Grantee in its reasonable discretion that all improvements to the Property required by the Approved Lease have been completed, and (B) limiting the amount of such disbursement to the lesser of the actual cost of retenanting such space or the amount calculated by dividing the Termination Fees by the total square feet of space vacated, then multiplying that result by the number of square feet of newly leased space under the applicable Lease or Approved Lease, as the case may be. If at any time the amount of Termination Fees held by Grantee exceeds the estimated amount needed for retenanting costs, such excess amount shall be promptly remitted back to Grantor. Notwithstanding anything stated to the contrary herein, Permitted REIT Distributions (as defined in the Note) shall have priority over the requirement to deposit Termination Fees pursuant to this Section 5.3(e) and the provisions of subsection 5.3(e)(ii)(A) shall apply only after a transfer of the Property by the initial Grantor named herein pursuant to the provisions of Section 5.4(c), below. Grantor hereby grants to Grantee a security interest in the Termination Fees and agrees that, following the occurrence of any Event of Default, Grantee may apply the Termination Fees against the Secured Obligations in such order and manner as Grantee may elect in its sole discretion.
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Interference with Leases. (a) Borrower will neither do nor neglect Subject to do anything which may cause or permit the termination provisions of any Primary LeaseSection 5.3(d) hereof, and Borrower will not enter into any modification of any Primary Lease without the prior written consent of Lender, such consent not to be unreasonably withheld, conditioned or delayed if the requested modification is not material.
(b) Borrower Grantor will neither do, nor neglect to do, anything which may cause or permit the termination of any Secondary Lease of all or any part of the Property, or cause or permit the withholding or abatement of any rent payable under any such Secondary Lease.
(cb) Without LenderSubject to the provisions of Section 5.3(d) hereof, without Grantee’s prior written consent, which may be granted or withheld in LenderGrantee’s sole discretion, Borrower Grantor shall not enter into or modify any Secondary Lease of all or any part of the Property. Any submission by Borrower Grantor for LenderGrantee’s approval of a Lease or modification thereof shall be accompanied by a copy of such Lease or modification, a Lease abstract, a then-current rent roll for the Property, year-to-date and prior year operating statements for the Property, and a cover letter requesting LenderGrantee’s approval which contains a signature line on which Lender Grantee may evidence its approval of such Lease or modification.
(dc) Except with the prior written consent of LenderGrantee, which may be granted or withheld in LenderGrantee’s sole discretion, Borrower Grantor will not (i) collect rent from all or any part of the Property for more than one month in advance, (ii) assign the rents from the Property or any part thereof, or (iii) subject to the provisions of Section 5.3(d) hereof, consent to the cancellation or surrender of all or any part of any Secondary Lease, except that Borrower Grantor may in good faith terminate any Secondary Lease for nonpayment of rent or other material breach by the tenant.
(d) Notwithstanding anything stated to the contrary in this Section 5.3, and provided that no Event of Default exists and is continuing, Grantee’s approval shall not be required with respect to any new Lease entered into by the initial Grantor named herein for the Property in the future or with respect to any amendment, modification, extension, expansion or termination of any existing Lease or future Lease; provided, however, that Grantor shall promptly deliver to Grantee a copy of any new Lease entered into by Grantor and any lease amendment, modification, extension, expansion or termination of any existing Lease or future Lease entered into by Grantor.
(e) Without limiting the generality of the foregoing, whether or not Grantee’s consent to the cancellation or surrender of any Lease is required hereunder, Grantee may (i) require that Grantor deposit into an escrow account acceptable to Grantee in its reasonable discretion all cancellation penalties or other consideration paid to Grantor in an amount equal to or greater than $100,000.00 (and any such termination fees received by Grantor under said $100,000.00 may be retained by Grantor) in connection with such cancellation or surrender (the “Termination Fees”); provided, however, that the amount of any Termination Fees required to be deposited by Grantor under this Section 5.3 shall be limited to the lesser of (1) the actual amount of the Lease termination payment, and (2) the amount needed to cover the retenanting costs of the vacant space, and (ii) impose such restrictions and conditions on the timing and amount of disbursements of the Termination Fees from such escrow account as Grantee may require in its reasonable discretion, including, without limitation (A) requiring that (1) such vacant space be relet to a tenant and under a Lease acceptable to Grantee in its reasonable discretion (an “Approved Lease”), (2) the tenant under the Approved Lease is in occupancy of the Property and paying rent, (3) Grantor provide to Grantee a tenant estoppel certificate from the tenant under the Approved Lease in a form acceptable to Grantee in Grantee’s reasonable discretion, and (4) Grantor provide to Grantee evidence acceptable to Grantee in its reasonable discretion that all improvements to the Property required by the Approved Lease have been completed, and (B) limiting the amount of such disbursement to the lesser of the actual cost of retenanting such space or the amount calculated by dividing the Termination Fees by the total square feet of space vacated, then multiplying that result by the number of square feet of newly leased space under the Approved Lease. If at any time the amount of Termination Fees held by Grantee exceeds the estimated amount needed for retenanting costs, such excess amount shall be promptly remitted back to Grantor. Notwithstanding anything stated to the contrary herein, Permitted REIT Distributions (as defined in the Note) shall have priority over the requirement to deposit Termination Fees pursuant to this Section 5.3(e) and the provisions of subsection 5.3(e)(ii)(A) shall apply only after a transfer of the Property by the initial Grantor named herein pursuant to the provisions of Section 5.4(c), below. Grantor hereby grants to Grantee a security interest in the Termination Fees and agrees that, following the occurrence of any Event of Default, Grantee may apply the Termination Fees against the Secured Obligations in such order and manner as Grantee may elect in its sole discretion.
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